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Exhibit 4.1
VORNADO REALTY TRUST
1993 OMNIBUS SHARE PLAN
1. PURPOSE. The purpose of the 1993 Omnibus Share Plan of
Vornado Realty Trust (the "Plan") is to promote the financial interests of
Vornado Realty Trust (the "Trust"), including its growth and performance,
by encouraging employees of the Trust and its subsidiaries to acquire an
ownership position in the Trust, enhancing the ability of the Trust and its
subsidiaries to attract and retain employees of outstanding ability, and
providing employees with a way to acquire or increase their proprietary
interest in the Trust's success.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as
provided in Section 14, the number of common shares, par value $.04, of
beneficial interest in the Trust (the "Shares") which shall be available
for the grant of awards under the Plan shall not exceed 3,750,000. No
Participant (as defined in Section 3) shall be granted stock options and
stock appreciation rights with respect to more than an aggregate number of
2,500,000 Shares, subject to adjustment as provided in Article 14. The
Shares issued under the Plan may be authorized and unissued Shares or
treasury Shares, as the Trust may from time to time determine.
Shares subject to an award that expires unexercised, that is
forfeited, terminated or cancelled, in whole or in part, or is paid in cash
in lieu of Shares, shall thereafter again be available for grant under the
Plan, provided that if such award was granted to an officer subject to the
provisions of Section 16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") who received benefits of ownership of such Shares for
purposes of Section 16(b) of the Exchange Act, such Shares shall not
thereafter be available for grant under the Plan to officers subject to the
provisions of Section 16(b) of the Exchange Act.
3. ADMINISTRATION. The Plan shall be administered by the
Compensation Committee (the "Committee") of the Trustees of the Trust. A
majority of the Committee shall constitute a quorum, and the acts of a
majority shall be the acts of the Committee.
Subject to the provisions of the Plan, the Committee (i) shall
select the employees of the Trust and its subsidiaries who will be
participants in the Plan (the "Participants"), determine the type of awards
to be made to Participants, determine the Shares or share units subject to
awards, and (ii) shall have the authority to interpret the Plan, to estab-
lish, amend, and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any agreements entered into
hereunder, and to make all other determinations necessary or advisable for
the administration of the Plan. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any
award in the manner and to the extent it shall deem desirable to carry it
into effect. The determinations of the Committee in the administration of
the Plan, as described herein, shall be final and conclusive.
4. ELIGIBILITY. All employees of the Trust and its
subsidiaries who have demonstrated significant management potential or who
have the capacity for contributing in a substantial measure to the
successful performance of the Trust, as determined by the Committee, are
eligible to be Participants in the Plan.
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5. AWARDS. Awards under the Plan may consist of the
following: stock options (either incentive stock options within the meaning
of Section 422 of the Internal Revenue Code or non-qualified stock
options), stock appreciation rights, performance shares, or grants of
restricted stock. Awards of performance shares and restricted stock may
provide the Participant with dividends or dividend equivalents and voting
rights prior to vesting (whether based on a period of time or based on
attainment of specified performance conditions).
6. STOCK OPTIONS. The Committee shall establish the option
price at the time each stock option is granted, which price shall not be
less than 100% of the fair market value of the Shares on the date of grant.
Stock options shall be exercisable for such period as specified by the
Committee, but in no event may options be exercisable more than ten years
after their date of grant. The option price of each Share as to which a
stock option is exercised shall be paid in full at the time of such
exercise. Such payment shall be made in cash, by tender of Shares owned by
the Participant valued at fair market value as of the date of exercise, in
such other consideration as the Committee deems appropriate, or by a
combination of cash, Shares and such other consideration.
If determined by the Committee at or subsequent to the date of
grant of a stock option, in the event a Participant pays the exercise price
of such stock option (in whole or in part) by tendering Shares owned by the
Participant, such Participant shall automatically be granted a reload stock
option for the number of Shares used to pay the exercise price. The reload
stock option shall have terms and conditions determined by the Committee
consistent with this Section. If a reload stock option is granted as set
forth above, one or more successive reload stock options shall
automatically be granted, unless otherwise determined by the Committee, to
a Participant who pays all or part of the exercise price of any such reload
stock option by tendering Shares owned by the Participant.
Notwithstanding any other term of the Plan, upon the
effectiveness of the merger of Vornado, Inc. ("Vornado") into the Trust,
pursuant to the Agreement and Plan of Merger, dated April , 1993 (the
"Merger Agreement"), all outstanding options granted under the 1985 Stock
Option Plan, as amended May 6, 1992, of Vornado, Inc. (the "1985 Plan"),
pursuant to the Merger Agreement, will be assumed and governed under the
Plan, be converted into and become a right to purchase the same number of
Shares at the same price per Share and upon the same terms and subject to
the same conditions as applicable to such options or other rights
immediately prior to the effectiveness of the merger.
7. STOCK APPRECIATION RIGHTS. Stock appreciation rights may
be granted in tandem with a stock option, in addition to a stock option, or
may be freestanding and unrelated to a stock option. Stock appreciation
rights granted in tandem with or in addition to a stock option may be
granted either at the same time as the stock option or at a later time. No
stock appreciation right shall be exercisable earlier than six months after
grant, except in the event of the Participant's death or disability. A
stock appreciation right shall entitle the Participant to receive from the
Trust an amount equal to the increase of the fair market value of the Share
on the exercise of the stock appreciation right over the grant price. The
Committee, in its sole discretion, shall determine whether the stock
appreciation right shall be settled in cash, Shares or a combination of
cash and Shares.
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8. PERFORMANCE SHARES. Performance shares may be granted in
the form of actual Shares or share units having a value equal to an
identical number of Shares. In the event that a certificate is issued in
respect of Shares subject to a grant of performance shares, such
certificate shall be registered in the name of the Participant but shall be
held by the Trust until the time the Shares subject to the grant of
performance shares are earned. The performance conditions and the length
of the performance period shall be determined by the Committee. The
Committee, in its sole discretion, shall determine whether performance
shares granted in the form of share units shall be paid in cash, Shares, or
a combination of cash and Shares.
9. RESTRICTED STOCK. Restricted stock may be granted in the
form of actual Shares or share units having a value equal to an identical
number of Shares. In the event that a certificate is issued in respect of
Shares subject to a grant of restricted stock, such certificate shall be
registered in the name of the Participant but shall be held by the Trust
until the end of the restricted period. The employment conditions and the
length of the period for vesting of restricted stock shall be established
by the Committee at time of grant. The Committee, in its sole discretion,
shall determine whether restricted stock granted in the form of share units
shall be paid in cash, Shares, or a combination of cash and Shares.
10. AWARD AGREEMENTS. Each award under the Plan shall be
evidenced by an agreement setting forth the terms and conditions, as
determined by the Committee, which shall apply to such award, in addition
to the terms and conditions specified in the Plan.
11. WITHHOLDING. The Trust shall have the right to deduct
from any payment to be made pursuant to the Plan, or to require prior to
the issuance or delivery of any Shares or the payment of cash under the
Plan, any taxes required by law to be withheld therefrom. The Committee,
in its sole discretion, may permit a participant to elect to satisfy such
withholding obligation by having the Trust retain the number of Shares
whose fair market value equals the amount required to be withheld. Any
fraction of a Share required to satisfy such obligation shall be
disregarded and the amount due shall instead be paid in cash to the
Participant.
12. NONTRANSFERABILITY. No award shall be assignable or
transferable, and no right or interest of any Participant shall be subject
to any lien, obligation or liability of the Participant, except by will or
the laws of descent and distribution.
13. NO RIGHT TO EMPLOYMENT. No person shall have any claim or
right to be granted an award, and the grant of an award shall not be
construed as giving a Participant the right to be retained in the employ of
the Trust or its subsidiaries. Further, the Trust and its subsidiaries
expressly reserve the right at any time to dismiss a Participant free from
any liability, or any claim under the Plan, except as provided herein or in
any agreement entered into hereunder.
14. ADJUSTMENT OF AND CHANGES IN SHARES. In the event of any
change in the outstanding Shares by reason of any share dividend or split,
recapitalization, merger, consolidation, spinoff, combination or exchange
of Shares or other corporate change, or any distributions to common
shareholders other than regular cash dividends, the Committee may make such
substitution or adjustment, if any, as it deems to be equitable, as to the
number or kind of Shares or other securities issued or reserved for
issuance pursuant to the Plan and to outstanding awards.
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15. AMENDMENT. The Trustees may amend or terminate the Plan
or any portion thereof at any time, provided that no amendment shall be
made without shareholder approval if such approval is necessary in order
for the Plan to continue to comply with Rule 16b-3 under the Exchange Act.
16. EFFECTIVE DATE. The Plan shall be effective as of the
effectiveness of the merger of Vornado, Inc. into Vornado Realty Trust.
Subject to earlier termination pursuant to Section 15, the Plan shall have
a term of ten years from its effective date.