EXHIBIT 10.14
FORM OF
GREAT LAKES REIT
LIMITED PURPOSE EMPLOYEE LOAN PROGRAM
LOAN SECURITY AGREEMENT
This Agreement is made as of ________________, 2000 between EMPLOYEE
NAME, residing at __________________ ___________ ("Employee"), and Great Lakes
REIT, a Maryland real estate investment trust, having its principal office at
823 Commerce Drive, Oak Brook, Illinois 60523 ("GLR").
WHEREAS, Employee has executed a notice of option exercise for the
purchase of _____________ shares of GLR Common Shares of Beneficial Interest
(the "Shares") pursuant to stock options that GLR has previously granted
Employee (the "Options"). The purchase price is $_______, [and income taxes
related to the exercise of $___________] together totaling $___________ which
Employee desires to finance by a loan from GLR,
AND WHEREAS, Employee desires to borrow from GLR, and GLR is willing to
lend the sum of $____________ to Employee as permitted under the Great Lakes
REIT Limited Purpose Employee Loan Program (the "Loan Program"), subject to the
terms and conditions set forth in this Agreement.
NOW THEREFORE in consideration of their mutual promises, the parties
agree as follows:
1. AGREEMENT TO BORROW AND LEND. Employee agrees to borrow from GLR,
and GLR agrees to lend to Employee, the sum of $__________ under the general
terms specified in the promissory note (the "Note") in the form attached hereto
as EXHIBIT A. The sum borrowed by Employee will be paid to GLR on behalf of and
for the account of Employee.
2. DOCUMENTS TO BE DELIVERED TO GLR. Concurrently with the execution
and delivery of this Agreement, Employee shall execute and deliver to GLR:
(a) the Note; and
(b) stock powers for collateral assignment only (the "Stock
Power"), substantially in the form attached hereto as
EXHIBIT B, executed in blank by Employee.
Employee covenants to GLR that, when GLR's share transfer agent issues
any certificate or certificates evidencing any Collateral (as defined herein),
Employee will promptly deliver, or cause to be promptly delivered, such
certificate(s) to the then-serving Secretary of GLR. Employee covenants that
Employee will cause GLR's share transfer agent to deliver such certificate(s)
directly to the then-serving Secretary of GLR upon GLR's written notice to
Employee that GLR requires such delivery of the certificate(s).
3. SECURITY INTEREST. Employee grants GLR, as collateral security for
Employee's Obligations (as defined herein), a continuing security interest in
Employee's right, title, and interest in the Collateral and any proceeds
thereof. On Employee's performance in full of the Obligations secured in this
Agreement, the Collateral and the other documents referred to in Paragraph 2 of
this Agreement will be returned to Employee and the security interest created by
this Agreement, as well as this Agreement, will terminate, without further
liability on the part of either party.
(a) For purposes of this Agreement, the term "Collateral"
means all of the Shares, together with all stock and
other non-cash dividends paid and non-cash
distributions made upon the Shares, all securities
and other property received in addition to or in
exchange for the Shares, all rights to subscribe for
securities incident to the Shares, all other proceeds
of any of the foregoing, and any certificate(s)
evidencing any of the foregoing.
(b) For purposes of this Agreement, the term
"Obligations" means all of Employee's indebtedness,
obligations and/or liabilities (i) under the Note and
(ii) under this Agreement.
4. EVENTS OF DEFAULT. If any one or more of the events set forth below
occurs (each an "Event of Default"), then, GLR shall, subject to Paragraph 5 of
this Agreement, have such rights and remedies with respect to the Collateral or
any part thereof and the proceeds thereof as are provided by the Uniform
Commercial Code and such other rights and remedies with respect thereto which it
may have at law or in equity or under this Agreement:
(a) NONPAYMENT OF THE NOTE. Employee is in default of any
payment of interest and/or principal due on the Note
if such default shall not be cured within 10 business
days following written notice of such default to
Employee;
(b) ASSIGNMENT OF THE COLLATERAL. Employee transfers,
sells or grants a security interest in the Collateral
during the term of this Agreement; or
(c) BREACH OF OBLIGATIONS. Employee breaches his material
obligations, covenants, or undertakings under this
Agreement if such breach shall not be cured within 10
business days following written notice of such breach
to Employee.
5. NOTICE OF DEFAULT AND POWER TO SELL. If an Event of Default occurs,
GLR will give written notice of such Event of Default to Employee. Such notice
will specify the amount of principal and accrued interest due under the Note. If
Employee fails to pay such principal and accrued interest within ________ days
of Employee's receipt of such notice, then GLR may (but is not obligated to)
execute a market sale of the Shares and deliver the Collateral to settle any
such sale.
In case of any sale, GLR may first deduct all expenses of the sale, and
delivery of the Collateral, and any incidental expenses, including reasonable
attorney's fees and brokerage commissions. GLR will then apply the residue to
any amounts due and unpaid on the Obligations, and will return the surplus, if
any, to Employee. Any sale conducted pursuant to this Paragraph 5 will be deemed
commercially reasonable.
If GLR does not start to sell the Collateral within ninety (90) days
after GLR's right to sell it accrues, as per this Paragraph 5, then Employee
will have the right to request that GLR sell the Collateral or that Employee, at
his own expense, be allowed to sell it. If Employee requests that GLR sell the
Collateral, GLR will not be obligated to do so unless the net proceeds to be
received from such disposition will be sufficient to fully satisfy the
Obligations of Employee to GLR. If Employee requests that he be allowed to sell
the Collateral, any disposition must be on terms and conditions approved by GLR,
in its sole discretion; PROVIDED, HOWEVER, that GLR is obligated to give such
approval if the disposition fully satisfies the Obligations of Employee to GLR.
GLR will not be liable to Employee for any agents' or brokers' fees in the event
Employee sells the Collateral. In connection with any sale or disposition of the
Collateral, GLR will have the absolute right to present the Stock Power for the
purpose of effecting the transfer of the Collateral.
6. EMPLOYEE'S REMEDIES AGAINST GLR. Employee agrees that he will not
assert, against GLR or the Collateral, any claim or demand arising out of his
option exercise.
7. TRANSFER AGENT'S RESPONSIBILITY TO EMPLOYEE. Employee agrees that
GLR's transfer agent, its officers, agents, servants, employees, and/or
attorneys, will have no responsibility to him under this Agreement other than to
deliver the Collateral to GLR, or to return it to Employee, in accordance with
this Agreement.
8. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on the
parties hereto, their respective legal representatives, heirs, administrators,
executors, successors and permitted assigns, as the case may be.
9. JOINT AND SEVERAL LIABILITY. In the event any of the Collateral is
titled in joint tenancy or tenancy in common, the term "Employee" encompasses
all Collateral owners, and in such event, the Obligations of Employee and the
other joint owners of such Collateral will be joint and several.
10. ASSIGNMENT OF RIGHTS. Employee may not assign his rights or
obligations under this Agreement without GLR's prior written consent. Any
assignment in contravention of this Agreement shall be null and void. GLR may
assign this Agreement and all of its rights, title, and interest in the
Collateral without Employee's consent.
11. WAIVER OF TRIAL BY JURY. Except as prohibited by statute, the
parties to this Agreement waive trial by jury in any action brought by any of
the parties against the other, on any matter whatsoever, arising out of this
Agreement. With respect to any matter for which a jury trial cannot be waived,
the parties agree not to assert any counterclaims nor move to consolidate any
claim with any action in which a jury trial is waived.
12. RIGHTS OF EMPLOYEE AS TO COLLATERAL. Subject to any limitations
under GLR's compensation or benefits plans pursuant to which the Options were
granted and until GLR makes a demand for payment pursuant to Paragraph 5
following an Event of Default, Employee shall have the right to exercise all
voting rights with respect to the Collateral and to receive and retain all cash
dividends paid upon any of the Collateral.
13. MERGER AND MODIFICATIONS. This Agreement, the Note, and the Loan
Program contain the entire agreement and understanding of the parties with
respect to the subject matter hereof, and no representations, promises,
agreements or understandings, written or oral, not contained herein shall be of
any force or effect. No change, modification or waiver of any provision of this
Agreement shall be valid or binding unless it is in writing dated subsequent to
the date hereof and signed by the parties; provided, however, that GLR may, in
its sole discretion, modify this Agreement so that the Agreement complies with
the terms and conditions of the Loan Program.
14. WAIVER. No failure or delay on the part of GLR in exercising any
right, remedy, power or privilege hereunder shall operate as a waiver thereof or
of any other right, remedy, power or privilege of GLR hereunder, nor shall any
single or partial exercise of any such right, remedy, power or privilege
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights and remedies of GLR under this
Agreement are cumulative and not exclusive of any rights or remedies that it may
otherwise have.
15. NOTICES. All consents, notices, or other communications required
under this Agreement shall be in writing. Any notice, if mailed, shall be deemed
given three (3) days after being deposited in the United States mail, registered
or certified mail, postage prepaid, addressed to the recipient at its address
shown below (or any other address that it designates to the other party), by
proper notice hereunder, as its address for the receipt of notices hereunder,
and if personally delivered, shall be deemed given when delivered to the address
shown below addressed to the recipient:
To GLR at: 823 Commerce Drive
Oak Brook, Illinois 60523
Attn: Secretary or Assistant Secretary
And to Employee at: -----------------------------
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16. OTHER ACTS. Employee will faithfully preserve and protect GLR's
security interest in the Collateral and will do all such other acts and things
and will, within a reasonable time after a request by GLR, execute and deliver
all such other documents and instruments, including without limitation further
pledges and assignments with respect to the Collateral consistent with the terms
of
this Agreement, as GLR reasonably may deem necessary or advisable from time
to time in order to preserve, perfect and protect said security interest.
17. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Illinois without reference to its choice of law or
conflict of laws rules.
18. INVALIDITY OF PROVISIONS. If any provision of this Agreement shall
be held invalid or unenforceable, the remainder nevertheless shall remain in
full force and effect. If any provision is held invalid or unenforceable with
respect to particular circumstances, it nevertheless shall remain in full force
and effect in all other circumstances.
19. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
GREAT LAKES REIT
By:
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Its:
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EMPLOYEE:
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EXHIBIT A
GREAT LAKES REIT
LIMITED PURPOSE EMPLOYEE LOAN PROGRAM
PROMISSORY NOTE
$__________ Date ______________
______________________ ("Employee") in consideration of the receipt of
$_____________ __________________ from Great Lakes REIT ("GLR") promises to pay
to the order of GLR and its successors and assigns, the sum of _____________ and
__/100 Dollars ($___________) on _ (the "Maturity Date"), together with interest
on the outstanding principal balance remaining unpaid hereunder from the date of
this Note. Accrued unpaid interest shall be payable on the tenth (10th) day of
each calendar quarter at a per annum rate equal to the rate GLR pays on its
borrowed funds from its principal lender, such interest rate being adjusted
quarterly.
To secure payment of all Employee's indebtedness, liabilities, and
obligations under this Note, Employee has granted GLR a continuing security
interest in and to __________________ shares of GLR Common Shares of Beneficial
Interest pursuant to that certain Loan Security Agreement dated as of the same
date as this Note, by and between Employee and GLR (the "Security Agreement").
At the option of the GLR and without demand or notice of any kind to
Employee or any other person, the remaining unpaid principal and any accrued
interest shall all be immediately due and payable in full upon the first to
occur of: (a) the date sixty (60) days following the day Employee ceases to be
an employee of GLR; (b) the date that Employee transfers, sells or grants a
security interest in the Collateral (as defined in the Security Agreement)
during the term of the Security Agreement; or (c) Employee's continued breach of
his obligations under this Note or of his material obligations, covenants, or
undertakings under the Security Agreement if such breach shall not be cured
within ten (10) business days following written notice of such breach to
Employee.
No delay on the part of GLR in the exercise of any power or right under
this Note, or under any other instrument executed pursuant hereto, shall operate
as a waiver thereof, nor shall a single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other right or power hereunder.
All payments hereunder shall be applied first to interest on the unpaid
balance at the rate herein specified and then to principal.
All payments of principal and interest on this Note shall be payable in
lawful money of the United States of America. Principal and interest shall be
paid to GLR at its principal office in Illinois or at such other place as the
holder of this Note may designate in writing to the
undersigned. This Note may be prepaid in whole or in part at any time or from
time to time without premium or penalty.
Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived. Employee will pay all reasonable attorneys' fees and
other costs of collection incurred by GLR to collect any unpaid sums due and
owing pursuant to this Note.
In the event any one or more of the provisions of this Note shall for
any reason be held to be invalid, illegal or unenforceable, in whole or in part
or in any respect, or in the event any one or more of the provisions of this
Note operate or would prospectively operate to invalidate this Note, then, and
in either of such events, such provision or provisions only shall be deemed null
and void and shall not affect any other provision of this Note, and the
remaining provisions of this Note shall remain operative and in full force and
effect.
This Note has been executed and delivered in Illinois, and shall be
governed by and construed in accordance with the internal laws of the State of
Illinois.
Employee acknowledges that the credit accommodation evidenced by this
Note is for the purposes specified in 815 ILCS 205/4(1)(c), Illinois Compiled
Statutes, as amended from time to time; and that the principal obligation
evidenced hereby constitutes a business loan within the purview and operation of
said section.
This Note shall be binding upon Employee and his/her legal
representatives, heirs, administrators, executors, successors and assigns.
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Employee
EXHIBIT B
GREAT LAKES REIT
LIMITED PURPOSE EMPLOYEE LOAN PROGRAM
STOCK POWER
I, _____________________________ ("Employee"), hereby sell, assign, and transfer
to Great Lakes REIT, a Maryland real estate investment trust ("GLR"), the
following: __________ shares of Great Lakes REIT Common Shares of Beneficial
Interest (par value $.0l) (the "Shares") which are held of record by Employee on
the books and records of the transfer agent of GLR, as represented by
Certificate No. _________, and appoint Richard L. Rasley and Adam E. Berman,
Secretary and Assistant Secretary of GLR, respectively, and any succeeding
Secretary or Assistant Secretary, as my attorney-in-fact (my "agent") to
transfer the Shares on the books of GLR or any share transfer agent, with full
power of substitution to act for me and in my name (in any way I could act in
person) with respect to the Shares.
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(Employee Signature)
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(Signature of Joint Tenant)
State of Illinois: )
)SS.
County of Du Page )
The undersigned, a notary public in and for the above county and state,
certifies that ______________ is known to me to be the same person(s) whose
name(s) is/are subscribed as Employee to the foregoing power of attorney,
appeared before me in person and acknowledged signing the delivering the
instrument as his/her free and voluntary act for the uses and purposes therein
set forth.
Subscribed and Sworn to
before me this ______
day of ___________, 2000
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Notary Public