Item 6. Exhibit (10)(j)
WASHINGTON REAL ESTATE INVESTMENT TRUST
SHARE PURCHASE PLAN
1. Purpose
The Washington Real Estate Investment Trust Share Purchase Plan (the
"Plan") is intended to provide a means by which persons who serve as Trustees
of, but who are not employees of, Washington Real Estate Investment Trust (the
"Trust") (individually, the "Trustee" and collectively, the "Trustees"), may
increase their proprietary interest in the success and progress of the Trust as
the owners of the Trust's common shares (the "Common Shares").
2. Administration and Consent to Plan Terms
The Plan shall be administered by the Management Committee of the Trust
(the "Management Committee") which shall be composed of the Trust's President,
its Chief Financial Officer, and its Chief Accounting Officer. Each Trustee who
elects to participate in the Plan shall designate an Agent to perform the
functions and have the responsibilities assigned to the Agent with respect to
the purchase of Common Shares. The Management Committee shall have the right to
change the Agent appointed by a particular Trustee, but only with the prior
written consent of the affected Trustee.
Notwithstanding any other provision to the contrary contained herein,
each Agent shall have all authority to determine the time of open market
purchases, the prices at which such open market purchases are made, the manner
of such open market purchases and the selection of brokers or dealers (which may
include the Agent) to make such purchases on behalf of the Trustee who
designated such Agent pursuant to this Paragraph 2.
All costs and expenses incurred in purchasing Common Shares pursuant to
the Plan shall be paid by the Trust, including each Agent's reasonable brokerage
fee for the acquisition of such Common Shares.
The consent of the Trust to the terms and conditions of the Plan shall be
evidenced by the signature of one of its authorized officers to this Plan. The
consent of each participating Trustee and his or her designated Agent to the
terms and conditions of the Plan shall be evidenced by their signatures or the
signatures of their authorized representatives to a Share Purchase Agreement
(the "Agreement"), the Form of which is attached hereto as Exhibit A.
3. Eligibility
The only individuals eligible to participate in the Plan shall be the
Trustees of the Trust, provided, however, that a Trustee may not participate if
that Trustee would, immediately after a purchase of shares under the Plan, own
shares, and/or options to purchase shares, possessing five percent or more of
the total combined voting power or value of all classes of shares of the Trust
or of any subsidiary (applying the rules of Section 424(d) of the Internal
Revenue Code in determining share ownership).
4. Shares
The shares subject to purchase under the Plan shall be outstanding Common
Shares purchased in the open market, provided, however, that if the Trust
provides notice to the Agents at least three business days prior to the Purchase
Date, the shares shall be purchased from the Trust at a purchase price equal to
the average of the closing price of the shares, as reported by the American
Stock Exchange, or if the shares are no longer traded on the American Stock
Exchange, by such other exchange or market on which the shares are then traded,
for the five trading days immediately prior to the Purchase Date.
5. Participation
Each participating Trustee shall continue to participate until his or her
voluntary withdrawal from the Plan, resignation as a Trustee, non-reelection as
a Trustee, death or disability.
6. Contributions
From and after the date of participation, a portion of each participating
Trustee's compensation, even to the extent of his or her full compensation,
which would otherwise be paid in cash to such Trustee for serving as a member of
the Board of Trustees of the Trust (the "Board of Trustees") and for attending
regular and special meetings of the Board of Trustees and any applicable
committee meetings of the Board of Trustees (the "fees") shall be retained by
the Trust and allocated to an account on behalf of each such Trustee to be used
to purchase a specified number of Common Shares (the "Designated Number of
Shares") per month for such Trustee, as designated by such Trustee in his or her
Agreement and as described below.
7. Purchase of Common Shares
On the last trading day of each month (the "Purchase Date"), the Trust
shall transfer from each participating Trustee's account to his or her
designated Agent an amount equal to the estimated purchase price of the
Designated Number of Shares to be purchased in the open market with respect to
such month. In addition, the Trust shall transfer such additional amount to each
Agent as may be necessary to pay such Agent's commission with respect to the
acquisition of such Designated Number of Shares. The amount needed to pay each
such Agent's commission shall be paid directly by the Trust and shall not be
withdrawn from the Trustees' accounts. To the extent that the existing balance
in a Trustee's account is not sufficient to acquire the Designated Number of
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Shares on his or her behalf, the full balance of the account shall be
transferred to his or her Agent to purchase such number of whole shares as is
possible given the then existing balance in such Trustee's account. His or her
Agent shall cause the proceeds received from the Trust to be applied to the open
market purchase of Common Shares on such Trustee's behalf.
At any time prior to a Purchase Date, the Board of Trustees may terminate
the Plan without any obligation whatsoever to the Trustees, other than to refund
to them, without interest, any sum accumulated for them.
8. Distributions from the Plan
(a) As soon as practicable after the end of each month, any residual
cash balance in a Trustee's account after the monthly transfer to his or her
Agent, described in Paragraph 7 above, shall be distributed to such Trustee.
(b) At such time as a covered individual shall cease to be a Trustee
for any reason other than death, any cash credited to his or her account under
this Plan shall be distributed to such individual as soon as practicable after
such termination of participation.
(c) In the event of a Trustee's death, any cash credited to his or her
account as of the end of the month in which such death occurred shall be applied
to the purchase of Common Shares under the terms of the Plan. After such shares
are purchased, all such shares and any remaining cash credited to such account
shall be distributed as soon as practicable thereafter (i) to the beneficiary
designated by such Trustee, or (ii) if no such designation shall have been made
or if a designated beneficiary does not survive such Trustee, to his or her
estate. Any designation of beneficiary (which may be any person, trust or other
entity) may be made, revoked or amended solely by the Trustee at any time, which
designation shall be effective upon receipt by the Management Committee.
9. Amendment of the Plan
The Board of Trustees may from time to time alter, amend, suspend or
discontinue the Plan except that no alteration or amendment shall be made more
than once in every twelve-month period with respect to the dates on which Common
Shares shall be purchased for each participating Trustee's account.
10. Miscellaneous
(a) Nothing in the Plan shall be deemed to create any obligation on
the part of the Board of Trustees to nominate any of the Trustees covered by
this Plan for reelection by the Trust's shareholders.
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(b) The Plan and all determinations made and actions taken pursuant to
the Plan shall be interpreted, constructed, and enforced in accordance with the
laws of the State of Maryland, including any questions of choice of law.
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11. Effective Date
The effective date of the Plan shall be October 28, 1997.
IN WITNESS WHEREOF, the Trust, by its duly authorized officer, has
executed the Plan as of October 28, 1997.
ATTEST: WASHINGTON REAL ESTATE
INVESTMENT TRUST
/s/ Laura M. Franklin By: /s/ Larry M. Finger
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Exhibit A
Washington Real Estate Investment Trust
Share Purchase Agreement
This Agreement made this ____ day of _______, 199_, by and between
Washington Real Estate Investment Trust (the "Trust"), __________________ (the
"Trustee"), and ______________________________ (the "Agent").
1. The Trustee hereby designates ___________________________________
as his/her Agent, pursuant to the terms and provisions of the
Washington Real Estate Investment Trust Share Purchase Plan (the
"Plan"), to perform the functions and have the responsibilities
assigned to the Agent under the Plan with respect to the purchase
of Common Shares on the Trustee's behalf. Said Agent shall have
all authority to determine the time of open market purchases, the
prices at which such open market purchases shall be made, the
manner of such open market purchases, and the selection of brokers
or dealers (which may include the Agent) to make such purchases on
behalf of the Trustee.
2. The Trustee hereby elects, pursuant to the terms and provisions of
the Plan, to use a portion of his/her compensation, even to the
extent of his/her full compensation, which would otherwise be paid
in cash to him/her for serving as a member of the Board of
Trustees of the Trust (the "Board of Trustees") and for attending
regular and special meetings of the Board of Trustees and any
applicable committee meetings of the Board of Trustees to
purchase, through his/her designated Agent, shares of the Trust's
common shares (the "Common Shares").
3. The number of Common Shares which will be purchased each month
shall be equal to the lesser of (i) ____________________ shares or
(ii) such number of whole shares as may then be purchased through
the existing balance in the Trustee's account under the Plan.
4. The purchase price for the Common Shares shall be remitted by the
Trust to the Agent from the Trustee's account under the Plan each
month pursuant to instructions from the Agent. All other costs and
expenses incurred in purchasing Common Shares pursuant to the Plan
shall be paid by the Trust, including Agent's reasonable brokerage
fee for the acquisition of such Common Shares on the Trustee's
behalf.
5. Trustee and Agent acknowledge by execution of this Agreement that
they have received a copy of the Plan and agree to be bound by the
terms and provisions of the Plan.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
ATTEST: WASHINGTON REAL ESTATE
INVESTMENT TRUST
________________________________ By: _________________________________
ATTEST: AGENT:
_________________________________ By: __________________________________
WITNESS: TRUSTEE
_________________________________ By: __________________________________
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