EXHIBIT 10.10
LIBERTY PROPERTY TRUST
EMPLOYEE STOCK PURCHASE PLAN
The purpose of the Liberty Property Trust Employee Stock Purchase Plan
is to provide eligible employees of the Company and its subsidiaries an
opportunity to purchase the common shares of beneficial interest in
Liberty Property Trust (the "Company"). The Board of Trustees of the
Company believes that employee participation in stock ownership will be
to the mutual benefit of the employees and the Company. The Plan must
be approved by the shareholders of the Company within 12 months after
the date on which the Plan is adopted.
ARTICLE I
Definitions
Sec. 1.01 "Board of Trustees" means the Board of Trustees of the
Company.
Sec. 1.02 "Code" means the Internal Revenue Code of 1986, as amended.
References to specific sections of the Code shall be taken to be
references to corresponding sections of any successor statute.
Sec. 1.03 "Committee" means the committee appointed by the Board of
Trustees to administer the Plan, as provided in Section 5.04.
Sec. 1.04 "Company" means Liberty Property Trust, a Maryland real
estate investment trust, or any successor by merger or otherwise.
Sec. 1.05 "Compensation" means a Participant's base wages, overtime
pay, commissions, cash bonuses, premium pay and shift differential,
before giving effect to any compensation reductions made in connection
with plans described in section 401(k) or 125 of the Code.
Sec. 1.06 "Effective Date" shall mean May 1, 2001.
Sec. 1.07 "Election Date" means each June 1 and January 1 or such
other dates as the Committee shall specify; provided that the first
Election Date for the Plan shall be the Effective Date.
Sec. 1.08 "Eligible Employee" means each employee of the Employer:
(i) Who is employed by the Employer as an employee (and not as an
independent contractor),
(ii) Whose customary employment is for more than 20 hours per
week and for more than five months per year,
(iii) Who is not deemed for purposes of section 423(b)(3) of the
Code to own stock possessing five percent or more of the total combined
voting power or value of all classes of stock of the Company or any
subsidiary, and
(iv) Who has completed at least 1 year of service with the
Employer, including any period of service with any predecessor business
unit acquired by the Employer (whether by asset purchase, stock
purchase, merger or otherwise).
Sec. 1.09 "Employer" means the Company and each Subsidiary.
Sec. 1.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and as the same may hereafter be amended.
Sec. 1.11 "Market Value" means the last price for the Stock as
reported on the principal market on which the Stock is traded for the
date of reference. If there was no such price reported for the date of
reference, "Market Value" means the last reported price for the Stock
on the day next preceding the date of reference for which such price
was reported or, if there was no such reported price, the fair market
value as determined by the Committee.
Sec. 1.12 "Participant" means each Eligible Employee who elects to
participate in the Plan.
Sec. 1.13 "Plan" means the Liberty Property Trust Employee Stock
Purchase Plan, as set forth herein and as hereafter amended.
Sec. 1.14 "Plan Year" means each calendar year during which the Plan
is in effect.
Sec. 1.15 "Purchase Agreement" means the instrument prescribed by the
Committee pursuant to which an Eligible Employee may enroll as a
Participant and subscribe for the purchase of shares of Stock on the
terms and conditions offered by the Company. The Purchase Agreement is
intended to evidence the Company's offer of an option to the Eligible
Employee to purchase Stock on the terms and conditions set forth
therein and herein.
Sec. 1.17 "Purchase Date" means the last day of each Purchase Period.
Sec. 1.18 "Purchase Period" means each six-month period or other
period specified by the Committee, beginning on or after the Effective
Date, during which the Participant's Stock purchase is funded through
payroll deduction accumulations. The first Purchase Period shall begin
on the Effective Date and continue until December 31, 2001.
Sec. 1.19 "Purchase Price" means the purchase price for shares of
Stock purchased under the Plan, determined as set forth in Section
3.03.
Sec. 1.20 "Stock" means the common shares of beneficial interest,
$.001 par value per share, in the Company.
Sec. 1.21 "Subsidiary" means any present or future corporation which
(i) constitutes a "subsidiary corporation" of the Company as that term
is defined in section 424 of the Code and (ii) is designated as a
participating entity in the Plan by the Committee.
ARTICLE II
Admission to Participation
Sec. 2.01 Initial Participation. An Eligible Employee may elect to
participate in the Plan and may become a Participant effective as of
any Election Date, by executing and filing with the Committee a
Purchase Agreement at such time in advance of the Election Date as the
Committee shall prescribe. The Purchase Agreement shall remain in
effect until it is modified through discontinuance of participation
under Section 2.02 or a change under Section 3.05.
Sec. 2.02 Discontinuance of Participation.
(a) A Participant may voluntarily cease his or her participation
in the Plan and stop payroll deductions at any time by filing a notice
of cessation of participation on such form and at such time in advance
of the Purchase Date as the Committee shall prescribe. A Participant
who ceases contributions during a Purchase Period may not make
additional contributions to the Plan during the Purchase Period. The
Participant may again elect to participate in the Plan on the next
Election Date, if the Participant is then an Eligible Employee. The
Participant who ceases contributions during a Purchase Period may
request payment of any funds held in his or her account under the Plan.
Any funds remaining in the Participant's account on the Purchase Date
shall be used to purchase Stock pursuant to Section 3.04, if the
Participant remains an Eligible Employee.
(b) If a Participant ceases to be an Eligible Employee, his or
her participation automatically shall cease, no further purchase of
Stock shall be made for the Participant and the Participant may request
payment of any funds held in his or her account under the Plan.
Sec. 2.03 Readmission to Participation. Any Eligible Employee who has
previously been a Participant, who has discontinued participation
(whether by cessation of eligibility or otherwise), and who wishes to
be reinstated as a Participant may again become a Participant by
executing and filing with the Committee a new Purchase Agreement.
Reinstatement to Participant status shall be effective as of any
Election Date, provided the Participant files a new Purchase Agreement
with the Committee at such time in advance of the Election Date as the
Committee shall prescribe.
ARTICLE III
Stock Purchase and Resale
Sec. 3.01 Reservation of Shares. There shall be 750,000 shares of
Stock reserved for issuance or transfer under the Plan, subject to
adjustment in accordance with Section 4.02. Except as provided in
Section 4.02, the aggregate number of shares of Stock that may be
purchased under the Plan shall not exceed the number of shares of Stock
reserved under the Plan.
Sec. 3.02 Limitation on Shares Available.
(a) The maximum number of shares of Stock that may be purchased
for each Participant on a Purchase Date is the lesser of (a) the number
of whole shares of Stock that can be purchased by applying the full
balance of the Participant's withheld funds to the purchase of shares
of Stock at the Purchase Price, or (b) the Participant's proportionate
part of the maximum number of shares of Stock available under the Plan,
as stated in Section 3.01.
(b) Notwithstanding the foregoing, if any person entitled to
purchase shares pursuant to any offering under the Plan would be deemed
for purposes of section 423(b)(3) of the Code to own stock (including
any number of shares of Stock that such person would be entitled to
purchase under the Plan) possessing five percent or more of the total
combined voting power or value of all classes of stock of Company, the
maximum number of shares of Stock that such person shall be entitled to
purchase pursuant to the Plan shall be reduced to that number which,
when added to the number of shares of stock that such person is deemed
to own (excluding any number of shares of Stock that such person would
be entitled to purchase under the Plan), is one less than such five
percent. Any amounts withheld from a Participant's compensation that
cannot be applied to the purchase of Stock by reason of the foregoing
limitation shall be returned to the Participant as soon as practicable.
(c) A Participant may not purchase shares of Stock having an
aggregate Market Value of more than $25,000, determined at the
beginning of each Purchase Period, for any calendar year in which one
or more offerings under this Plan are outstanding at any time, and a
Participant may not purchase a share of Stock under any offering after
the expiration of the Purchase Period for the offering.
Sec. 3.03 Purchase Price of Shares.
(a) Unless the Committee determines otherwise, the Purchase Price
per share of the Stock to be sold to Participants under the Plan shall
be the lower of:
(i) 85% of the Market Value of such share on the first day of
the Purchase Period, or
(ii) 85% of the Market Value of such share on the Purchase
Date.
(b) The Committee may determine that the Purchase Price shall be
the Market Value, or a percentage of the Market Value, on either of the
first day of the Purchase Period or the Purchase Date, or the lower of
such values, so long as the percentage shall not be lower than 85% of
such Market Value.
Sec. 3.04 Exercise of Purchase Privilege.
(a) As of the first day of each Purchase Period, each Participant
shall be granted an option to purchase shares of Stock at the Purchase
Price specified in Section 3.03. The option shall continue in effect
through the Purchase Date for the Purchase Period. Subject to the
provisions of Section 3.02 above, on each Purchase Date, the
Participant shall automatically be deemed to have exercised his or her
option to purchase shares of Stock, unless he or she notifies the
Committee, in such manner and at such time in advance of the Purchase
Date as the Committee shall prescribe, of his or her desire not to make
such purchase.
(b) Subject to the provisions of Section 3.02, there shall be
purchased for the Participant on each Purchase Date, at the Purchase
Price for the Purchase Period, the largest number of whole shares of
Stock as can be purchased with the amounts withheld from the
Participant's Compensation during the Purchase Period. Each such
purchase shall be deemed to have occurred on the Purchase Date
occurring at the close of the Purchase Period for which the purchase
was made. Any amounts that are withheld from a Participant's
Compensation in a Purchase Period and that remain after the purchase of
whole shares of Stock on a Purchase Date will be held in the
Participant's account, without interest, and applied on the
Participant's behalf to purchase Stock on the next Purchase Date.
Sec. 3.05 Payroll Deductions. Each Participant shall authorize
payroll deductions from his or her Compensation for the purpose of
funding the purchase of Stock pursuant to his or her Purchase
Agreement. In the Purchase Agreement, each Participant shall authorize
an after-tax payroll deduction from each payment of Compensation during
the Purchase Period of an amount not less than $25 per paycheck ($50
for any Participant on a monthly payroll period) and not more than 10%
of such Participant's Compensation. A Participant may change the
deduction to any permissible level effective as of any Election Date.
A change shall be made by filing with the Committee a notice in such
form and at such time in advance of the Election Date on which the
change is to be effective as the Committee shall prescribe.
Sec. 3.06 Payment for Stock. The Purchase Price for all shares of
Stock purchased by a Participant under the Plan shall be paid out of
the Participant's authorized payroll deductions. All funds received or
held by the Company under the Plan are general assets of the Company,
shall be held free of any trust or other restriction, and may be used
for any corporate purpose.
Sec. 3.07 Share Ownership; Issuance of Certificates.
(a) The shares of Stock purchased by a Participant on a Purchase
Date shall, for all purposes, be deemed to have been issued or sold at
the close of business on the Purchase Date. Prior to that time, none
of the rights or privileges of a shareholder of the Company shall inure
to the Participant with respect to such shares of Stock. All the
shares of Stock purchased under the Plan shall be delivered by the
Company in a manner as determined by the Committee.
(b) The Committee, in its sole discretion, may determine that
shares of Stock shall be delivered by (i) issuing and delivering to the
Participant a certificate for the number of shares of Stock purchased
by the Participant, (ii) issuing and delivering certificates for the
number of shares of Stock purchased to a firm which is a member of the
National Association of Securities Dealers, as selected by the
Committee from time to time, which shares shall be maintained by such
firm in a separate brokerage account for each Participant, or (iii)
issuing and delivering certificates for the number of shares of Stock
purchased by Participants to a bank or trust company or affiliate
thereof, as selected by the Committee from time to time, which shares
may be held by such bank or trust company or affiliate in street name,
but with a separate account maintained by such entity for each
Participant reflecting such Participant's share interests in the Stock.
Each certificate or account, as the case may be, may be in the name of
the Participant or, if he or she so designates on the Participant's
Purchase Agreement, in the Participant's name jointly with the
Participant's spouse, with right of survivorship, or in such other form
as the Committee may permit.
(c) The Committee, in its sole discretion, may impose such
restrictions or limitations as it shall determine on the resale of
Stock, the issuance of individual stock certificates or the withdrawal
from any shareholder accounts established for a Participant.
(d) If, under Section 3.07(b), certificates for Stock are held
for the benefit of the Participant, any dividends payable with respect
to shares of Stock credited to a shareholder account of a Participant
will, at the Participant's election, either be (i) reinvested in shares
of Stock and credited to the Participant's account or (ii) paid
directly to the Participant. If dividends are reinvested in shares of
Stock, such reinvestment shall be made based on the Market Value of the
Stock at the date of the reinvestment, with no discount from Market
Value.
Sec. 3.08 Distribution of Shares or Resale of Stock.
(a) A Participant may request a distribution of shares of Stock
purchased for the Participant under the Plan or order the sale of such
shares at any time by making a request in such form and at such time as
the Committee shall prescribe.
(b) If a Participant terminates his or her employment with the
Employer or otherwise ceases to be an Eligible Employee, the
Participant shall receive a distribution of his or her shares of Stock
held in any shareholder account established pursuant to Section
3.07(b), unless the Participant elects to have the shares of Stock sold
in accordance with such procedures as the Committee shall prescribe.
(c) If a Participant is to receive a distribution of shares of
Stock, or if shares are to be sold, the distribution or sale shall be
made in whole shares of Stock. Any brokerage commissions resulting
from a sale of Stock shall be deducted from amounts payable to the
Participant.
ARTICLE IV
Special Adjustments
Sec. 4.01 Shares Unavailable. If, on any Purchase Date, the aggregate
funds available for the purchase of Stock would purchase a number of
shares in excess of the number of shares of Stock then available for
purchase under the Plan, the following events shall occur:
(a) The number of shares of Stock that would otherwise be
purchased by each Participant shall be proportionately reduced on the
Purchase Date in order to eliminate such excess; and
(b) The Plan shall automatically terminate immediately after the
Purchase Date as of which the supply of available shares is exhausted.
Sec. 4.02 Anti-Dilution Provisions. The aggregate number of shares of
Stock reserved for purchase under the Plan, as provided in Section
3.01, the maximum number of shares that may be purchased by a
Participant as provided in Section 3.02(b), and the calculation of the
Purchase Price per share may be appropriately adjusted by the Committee
to reflect any increase or decrease in the number of issued shares of
Stock resulting from a subdivision or consolidation of shares or other
capital adjustment, or the payment of a stock dividend, or other
increase or decrease in such shares, if effected without receipt of
consideration by the Company.
Sec. 4.03 Effect of Certain Transactions. Subject to any required
action by the shareholders, if the Company shall be the surviving
corporation in any merger or consolidation, any offering hereunder
shall pertain to and apply to the shares of stock of the Company.
However, in the event of a dissolution or liquidation of the Company,
or of a merger or consolidation in which the Company is not the
surviving corporation, the Plan and any offering hereunder shall
terminate upon the effective date of such dissolution, liquidation,
merger or consolidation, unless the Board determines otherwise, and the
balance of any amounts withheld from a Participant's Compensation which
have not by such time been applied to the purchase of Stock shall be
returned to the Participant.
ARTICLE V
Miscellaneous
Sec. 5.01 Non-Alienation. Except as set forth below, the right to
purchase shares of Stock under the Plan is personal to the Participant,
is exercisable only by the Participant during the Participant's
lifetime and may not be assigned or otherwise transferred by the
Participant. If a Participant dies, unless the executor, administrator
or other personal representative of the deceased Participant directs
otherwise, any amounts previously withheld from the Participant's
Compensation during the Purchase Period in which the Participant dies
shall be used to purchase Stock on the Purchase Date for the Purchase
Period. After that Purchase Date, there shall be delivered to the
executor, administrator or other personal representative of the
deceased Participant all shares of Stock and such residual amounts as
may remain to the Participant's credit under the Plan.
Sec. 5.02 Administrative Costs. The Company shall pay the
administrative expenses associated with the operation of the Plan
(other than brokerage commissions resulting from sales of Stock
directed by Participants).
Sec. 5.03 No Interest. No interest shall be payable with respect to
amounts withheld under the Plan.
Sec. 5.04 Committee. The Board of Trustees shall appoint the
Committee, which shall have the authority and power to administer the
Plan and to make, adopt, construe, and enforce rules and regulations
not inconsistent with the provisions of the Plan. The Committee shall
adopt and prescribe the contents of all forms required in connection
with the administration of the Plan, including, but not limited to, the
Purchase Agreement, payroll withholding authorizations, requests for
distribution of shares, and all other notices required hereunder. The
Committee shall have the fullest discretion permissible under law in
the discharge of its duties. The Committee's interpretations and
decisions with respect to the Plan shall be final and conclusive.
Sec. 5.05 Withholding of Taxes; Notification of Transfer.
(a) All acquisitions and sales of Stock under the Plan shall be
subject to applicable federal (including FICA), state and local tax
withholding requirements if the Internal Revenue Service or other
taxing authority requires such withholding. The Company may require
that Participants pay to the Company (or make other arrangements
satisfactory to the Company for the payment of) the amount of any
federal, state or local taxes that the Company is required to withhold
with respect to the purchase of Stock or the sale of Stock acquired
under the Plan, or the Company may deduct from the Participant's wages
or other compensation the amount of any withholding taxes dues with
respect to the purchase of Stock or the sale of Stock acquired under
the Plan.
(b) A Participant shall be required to advise the Committee
immediately if the Participant transfers (by sale, gift or other
manner) any shares of Stock acquired under the Plan within two years
after the beginning of the Purchase Period in which the Stock is
purchased.
Sec. 5.06 Amendment of the Plan. The Board of Trustees may, at any
time and from time to time, amend the Plan in any respect, except that
any amendment that is required to be approved by the shareholders under
Section 423 of the Code shall be submitted to the shareholders of the
Company for approval.
Sec. 5.07 Expiration and Termination of the Plan. The Plan shall
continue in effect for ten years from the Effective Date, unless
terminated prior to that date pursuant to the provisions of the Plan or
pursuant to action by the Board of Trustees. The Board of Trustees
shall have the right to terminate the Plan at any time without prior
notice to any Participant and without liability to any Participant.
Upon the expiration or termination of the Plan, the balance, if any,
then standing to the credit of each Participant from amounts withheld
from the Participant's Compensation which has not, by such time, been
applied to the purchase of Stock shall be refunded to the Participant.
Sec. 5.08 No Employment Rights. Participation in the Plan shall not
give an employee any right to continue in the employment of an
Employer, and shall not affect the right of the Employer to terminate
the employee's employment at any time, with or without cause.
Sec. 5.09 Repurchase of Stock. The Company shall not be required to
purchase or repurchase from any Participant any of the shares of Stock
that the Participant acquires under the Plan.
Sec. 5.10 Notice. A Purchase Agreement and any notice that a
Participant files pursuant to the Plan shall be on the form prescribed
by the Committee and shall be effective only when received by the
Committee. Delivery of such forms may be made by hand or by certified
mail, sent postage prepaid, to the Company's corporate headquarters, or
such other address as the Committee may designate. Delivery by any
other mechanism shall be deemed effective at the option and discretion
of the Committee.
Sec. 5.11 Government Regulation. The Company's obligation to sell and
to deliver the Stock under the Plan is at all times subject to all
approvals of any governmental authority required in connection with the
authorization, issuance, sale or delivery of such Stock.
Sec. 5.12 Internal Revenue Code and ERISA Considerations. The Plan is
intended to constitute an "employee stock purchase plan" within the
meaning of section 423 of the Internal Revenue Code of 1986, as
amended. The Plan is not intended and shall not be construed as
constituting an "employee benefit plan," within the meaning of section
3(3) of the Employee Retirement Income Security Act of 1974, as
amended.
Sec. 5.13 Headings, Captions, Gender. The headings and captions
herein are for convenience of reference only and shall not be
considered as part of the text. The masculine shall include the
feminine, and vice versa.
Sec. 5.14 Severability of Provisions, Prevailing Law. The provisions
of the Plan shall be deemed severable. In the event any such provision
is determined to be unlawful or unenforceable by a court of competent
jurisdiction or by reason of a change in an applicable statute, the
Plan shall continue to exist as though such provision had never been
included therein (or, in the case of a change in an applicable statute,
had been deleted as of the date of such change). The Plan shall be
governed by the laws of the State of Maryland to the extent such laws
are not in conflict with, or superseded by, federal law.