RESTRICTED STOCK AWARD AGREEMENT Issued Pursuant to the Glimcher Realty Trust 2012 Incentive Compensation Plan

THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”), effective September __, 2012 (the “Effective Date”), represents the grant of restricted stock (“Stock”) by Glimcher Realty Trust (the “Company”), to __________ (the “Participant”) pursuant to the terms, provisions, and definitions of the Glimcher Realty Trust 2012 Incentive Compensation Plan (the “Plan”), which was adopted on February 15, 2012 by the Company’s Board of Trustees (“Board”) and approved on May 10, 2012 by the Company’s common shareholders. Stock granted hereby is intended to be restricted and shall be subject to the restrictions set forth in this Agreement and the Plan.

The Plan provides a complete description of the terms and conditions governing the Stock. If there is any inconsistency between the provisions of this Agreement and the provisions of the Plan, the Plan’s provisions shall completely supersede and replace the inconsistent or conflicting provisions of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

2.Grant of Stock. The Company hereby grants to the Participant the Shares set forth above, at the stated per share price, which is one hundred percent (100%) of the Fair Market Value (defined herein) of a Share on the Date of Grant (defined above), in the manner and subject to the terms and conditions of the Plan and this Agreement. The Executive Compensation Committee has determined that the “Fair Market Value” of a Share on the Date of Grant is equal to the closing market price of the Shares on the New York Stock Exchange on the Date of Grant.

Compensation Committee may, in its sole and absolute discretion, allow the Participant to retain the Shares for a period of time after such termination date to be specified in writing by the Executive Compensation Committee.

4.Administration. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Executive Compensation Committee may adopt for administration of the Plan. It is expressly understood that the Executive Compensation Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.

5.Reservation of Shares. At all times there shall be reserved for issuance and/or delivery upon grant such number of shares of Stock as shall be required for issuance or delivery upon the grant of the Shares hereunder.

6.Adjustments. The Shares subject to this Agreement shall also be subject to adjustment in accordance with Section 4.4 of the Plan.

7.Exclusion from Pension Computations. By acceptance of the grant pursuant to this Agreement, the Participant hereby agrees that any income or gain realized upon the receipt of the Stock hereof, upon the disposition of the Shares received, or upon the lapse of the restrictions pursuant to the terms of this Agreement, is special incentive compensation and shall not be taken into account, to the extent provided under the applicable plan documents and to the extent permissible under applicable law, as “wages,” “salary,” or “compensation” in determining the amount of any payment under any pension, retirement, incentive, profit sharing, bonus or deferred compensation plan of the Company or any of its Subsidiaries or Affiliates.

8.Amendment. The Executive Compensation Committee may, with the consent of the Participant, at any time or from time to time amend the provisions, terms and conditions of this Agreement, and may at any time or from time to time amend the provisions, terms and conditions of this Agreement in accordance with the Plan and applicable law.

9.Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed as follows: if to the Company, at its office at 180 East Broad Street, 21^st Floor, Attn: General Counsel, Columbus, Ohio 43215 or at such other address as the Company by notice to the Participant may designate in writing from time to time; and if to the Participant, at the address shown below his or her signature on this Agreement, or at such other address as the Participant by notice to the Company may designate in writing from time to time. Notices shall be effective upon receipt.

10.    Withholding Taxes. The Company shall have the right to withhold from a Participant, or otherwise require such Participant to pay, any Withholding Taxes (defined below) arising as a result of the grant of any Shares, the lapse of any Forfeiture Restrictions or Transfer Restrictions on any Shares, the transfer of any Shares, any tax election by the Participant, or any other taxable event. If the Participant shall fail to make such Withholding Tax payments when and as required, the Company (or its Affiliates or Subsidiaries) shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to such Participant or to take such other action as may be necessary to satisfy such Withholding Taxes. If the Participant makes an election pursuant to Section 83(b) of the Code concerning a Restricted Share Award then the Participant shall submit a copy of such election to the Company. In satisfaction of the requirement to pay Withholding Taxes, the Participant may make a written election which may be accepted or rejected in the discretion of the Executive Compensation Committee, to tender other Shares to the Company (either by actual delivery

or attestation, in the sole discretion of the Executive Compensation Committee, provided that, except as otherwise determined by the Executive Compensation Committee, the Shares that are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Grant Price or have been purchased on the open market), having an aggregate Fair Market Value equal to the Withholding Taxes. “Withholding Taxes” means any federal, state, or local income, employment, payroll, or similar tax related to the Shares that are required to be withheld by the Company.

11.Registration; Legend. The Company may postpone the issuance and delivery of Shares under this Agreement until (a) the admission of such Shares to listing on any stock exchange or exchanges on which Stock of the Company of the same class are then listed and (b) the completion of such registration or other qualification of such Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable. The Participant shall make such representations and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company, in light of the then existence or non-existence with respect to such Shares of an effective registration statement under the Securities Act of 1933, as amended, to issue the Shares in compliance with the provisions of that or any comparable act. The Company may cause the following or a similar legend to be set forth on each certificate representing the Stock granted hereunder unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary:

13.Exculpation. This Agreement and all documents, agreements, understandings and arrangements relating hereto have been executed by the undersigned in his/her capacity as an officer or Trustee of the Company, which has been formed as a Maryland real estate investment trust pursuant to its Declaration of Trust, as amended and restated, and not individually, and neither the trustees, officers or shareholders of the Company nor the trustees, directors, officers or shareholders of any Subsidiary or Affiliate of the Company shall be bound or have any personal liability hereunder or thereunder. Each party hereto shall look solely to the assets of the Company for satisfaction of any liability of the Company in respect of this Award and all documents, agreements, understanding and arrangements relating hereto and will not seek recourse or commence any action against any of the trustees, officers, agents or shareholders of the Company or any of the trustees, directors, agents, officers or shareholders of any Subsidiary or Affiliate of the Company, or any of their personal assets for the performance or payment of any obligation hereunder or thereunder. The foregoing shall also apply to any future documents, agreements, understandings, arrangements and transactions between the parties hereto.

14.Change in Control of the Company.     Any Non-Vested Shares granted to the Participant hereunder shall immediately vest in their entirety on the day immediately prior to the date of a Change in Control of the Company and no longer be subject to Transfer Restrictions stated herein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.