Exhibit 10.3
AEGIS REALTY, INC.
INCENTIVE SHARE OPTION PLAN
2. Purpose
The purpose of this plan (the "Plan") is to permit Aegis Realty, Inc.,
a Maryland corporation (the "Company") and its subsidiaries and its advisor,
Related Aegis, LP, and any successor advisor (the "Advisor") to attract and
retain qualified persons as directors, officers and employees and to incentivize
and more closely align the financial interests of the Advisor with the interests
of the Company's shareholders by providing the Advisor with a substantial
financial interest in the Company's success.
Reference is made to the solicitation statement (the "Solicitation
Statement") dated June 18, 1997, with respect to the consolidation (the
"Consolidation") of the limited partnerships named in the Solicitation Statement
with and into the Company. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Solicitation Statement.
3. Types of Plan Benefits and Administration
(a) Types of Awards. Under the Plan, the Company may in its sole
discretion (subject to the terms of the Company's Amendment and Restatement of
Articles of Incorporation as amended from time to time), grant options
("Options") for the purchase of the Company's shares of common stock, $.01 par
value ("Shares") to the directors, officers, and employees of the Company or any
of its subsidiaries (a "Subsidiary") and directors officers and employees of the
Advisor (the "Participants"), as authorized by action of the Board of Directors
of the Company (or a committee designated by the Board of Directors). As used in
the Plan, an "Award" shall mean an Option and an "Award Owner" shall mean the
owner of an Option. Options granted pursuant to the Plan to Participants who are
employees of the Company (or a Subsidiary) may be either incentive stock options
("Incentive Stock Options") meeting the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or non-statutory options
("Non-Statutory Stock Options"), which are not intended to or do not meet the
requirements of Code Section 422. Options granted to Participants who are not
employees of the Company or a Subsidiary shall be only Non-Statutory Stock
Options.
(b) Administration. The Plan will be administered by a committee of the
Board of Directors of the Company which shall be comprised solely of two or more
independent directors and, if required for compliance with Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act"), each of whom is a
"non-employee director" and, if required for compliance with Section 162(m) of
the Code, each of whom is an "outside director" within the meaning of such
section (the "Committee"). For purposes of the Plan, a person shall be deemed to
be a "non-employee director" only if such person would qualify as a
"non-employee director" within the
meaning of Rule 16b-3 of the Securities and Exchange Commission (the "SEC"). The
Committee's construction and interpretation of the terms and provisions of the
Plan shall be final and conclusive. Subject to Section 6(a) hereof, the
Committee may in its sole discretion grant Options to Participants and authorize
the issuance of Shares upon exercise of the Options, as provided in the Plan.
The Committee shall have authority, subject to the express provisions of the
Plan, to construe the respective Awards and Award Agreements (as hereinafter
defined) and the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the respective
Award Agreements, which need not be identical; to advance the lapse of any
waiting or installment periods and exercise dates and to make all other
determinations in the sole judgment of the Committee necessary or desirable for
the administration of the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in any Award or Award
Agreement in the manner and to the extent it shall deem expedient to carry the
Plan into effect, and such determination shall be in the sole and final
judgement of the Committee. No director, including any director who is a
Committee member, shall be liable for any action or determination taken or made
under or with respect to the Plan or any Award in good faith.
4. Eligibility
(a) Generally. Except as provided in paragraph (b) of this Section 3
and Section 6(a) hereof, Awards shall be granted only to the Participants
selected by the Committee who are, at the time of grant, directors, officers or
employees of the Company or a Subsidiary or directors, officers or employees of
the Advisor. A Participant who has been granted an Award may, if he or she is
otherwise eligible, be granted one or more additional Awards if the Committee
shall so determine.
(b) Incentive Stock Options. No person shall be granted any Incentive
Stock Option under the Plan unless, at the time such Option is granted, such
person is an employee of the Company or any Subsidiary, and such person does not
own, directly or indirectly, Shares of the Company possessing more than 10% of
the total combined voting power of all classes of equity securities of the
Company or of any Subsidiary (unless the requirements of Section 6(g)(i) are
satisfied).
5. Stock Subject to Plan
Subject to adjustment as provided in Sections 13 and 14 below, the
maximum number of Shares that may be issued and sold pursuant to Options granted
under the Plan is ten (10%) percent of the number of Shares to be issued on or
about the Effective Date pursuant to the Consolidation.
The Company shall reserve for issuance, for the purposes of the Plan,
out of its authorized but unissued Shares or out of Shares held in the Company's
treasury, or partly out of each, such number of Shares as shall be determined,
from time to time, by the Committee. If Options granted under the Plan shall
expire or terminate for any reason without having been exercised in full, the
Shares subject to the unexercised portions of such Options shall again be
available for subsequent Award grants under the Plan. Shares issuable upon
exercise of Options shall be subject to such
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restrictions on transfer,
repurchase rights or other restrictions as may be determined by the Committee.
6. Form of Award Agreements
As a condition to the grant of an Option under the Plan, each recipient
of an Option shall execute an agreement ("Award Agreement"), substantially in
the form authorized by the Board of Directors of the Company or in such other
form not inconsistent with the Plan as shall be specified by the Committee at
the time such Option is granted.
7. Discretionary Grants of Awards to Participants
(a) Initial Restriction on Grant. The Compensation Committee may not
grant any options until six months after the Shares have been listed on the
American Stock Exchange.
(b) Share Limitation. Subject to the limitation set forth in Section
4, if the Company's distributions per Share in the immediately preceding
calendar year exceed $0.9869 per Share, the Committee will have the authority to
issue Options to purchase, in the aggregate, that number of Shares which is
equal to three (3%) percent of the Shares outstanding as of December 31 of the
immediately preceding calendar year. If the Committee does not grant the maximum
number of Options in any year, the excess of the number of authorized Options
which the Committee could have granted over the number of Options actually
granted in such year will be added to the number of Options which the Committee
is authorized to grant in the next succeeding year and will be available for
grant to Participants by the Committee in such succeeding year.
(c) Purchase Price. The purchase price per Share issuable upon the
exercise of an Option granted pursuant to this Section 6 shall be the Fair Value
(as defined in Section 16 hereof) on the date that such Option is granted.
Notwithstanding anything to the contrary contained herein, in the case of an
Incentive Stock Option, the exercise price shall not be less than 100% of the
Fair Value of such stock at the date of grant of such Option, nor less than 110%
of the Fair Value in the case of Options described in Section 6(g)(i).
(d) Exercise Period. Each discretionary Award to a Participant shall
expire on such date as the Committee shall determine, but in no event after the
expiration of ten (10) years from the date on which such Award is granted, and
in all cases each Award shall be subject to earlier termination as provided in
the Plan or in any Award Agreement.
(e) Vesting of Awards. An Award granted to a Participant may be
exercised, and payment shall be made upon exercise of such Award, only to the
extent that such Award has vested. Awards shall vest in accordance with the
schedule or terms set forth in the Award Agreement executed by the Award Owner
and a duly authorized Director or officer of the Company. The Committee may
accelerate the vesting of any Option granted pursuant to this Section 6.
(f) Effect of Termination of Service. Upon termination of service of
a Participant, all
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Awards to such Participant, to the extent not vested, shall be forfeited. No
Award may be exercised unless, at the time of such exercise, the Participant is,
and continuously since the date of grant of his or her Award has been, engaged
by the Company, a Subsidiary or the Advisor, as the case may be, except that if
and to the extent the Award Agreement so provides:
(i) if the Participant ceases to be engaged by the Company, a
Subsidiary or the Advisor, as the case may be, for any reason other than death
or disability or a discharge for "cause" (as defined in (iv) below), the right
to exercise the Award, to the extent vested, shall terminate three (3) months
after such cessation (or within such other period as may be specified in the
Award Agreement);
(ii) if the Participant dies while engaged by the Company or
Subsidiary or the Advisor or within three (3) months after the Participant
ceases to be so engaged, the Awards, to the extent vested, may be exercised by
the administrator of the Participant's estate, or by the person to whom the
Options are transferred by will or the laws of descent and distribution, within
the period of one (1) year after the date of death, or within such other period
as may be specified in the Award Agreement;
(iii) if the Participant becomes disabled (within the meaning of
Section 22(e)(3) of the Code) while engaged by the Company or Subsidiary or the
Advisor, the Awards may be exercised, to the extent vested, within the period of
one (1) year after the date the Participant ceases to be engaged by the Company
or Subsidiary or the Advisor because of such disability, or within such other
period as may be specified in the Award Agreement; and
(iv) if the Participant, prior to the expiration date of an Award,
ceases his or her services with the Company or Subsidiary or the Advisor, as the
case may be, because he or she is discharged for "cause" (as defined below), the
right to exercise an Option shall terminate immediately upon such cessation of
such services. "Cause" shall mean: willful misconduct in connection with the
Participant's performance of services for the Company or Subsidiary or the
Advisor, or willful failure to perform his or her services in the best interest
of the Company or Subsidiary or the Advisor, as determined by the Committee,
which determination shall be conclusive;
provided, however, that in no event may any Award be exercised after the
expiration date of the Award. Any Award or portion thereof that is not exercised
during the applicable time period specified above (or any shorter period
specified in the Award Agreement) shall be deemed terminated at the end of the
applicable time period for purposes of Section 4 hereof.
(g) Incentive Stock Options. Options granted under the Plan that are
intended to be Incentive Stock Options shall be specifically designated as
intending to be Incentive Stock Options and shall be subject to the following
additional terms and conditions:
(i) 10% Shareholder. If any Participant to whom an Incentive
Stock Option is to be granted under the Plan is, at the time of the grant of
such Option, the owner of equity securities
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possessing more than 10% of the total combined voting power of all classes of
equity securities of the Company or any Subsidiary, then the following special
provisions shall be applicable to the Incentive Stock Option granted to such
individual: (x) the exercise price per Share subject to such Incentive Stock
Option shall not be less than 110% of the Fair Value (as defined in Section 16)
of one Share at the time of grant; and (y) the option exercise period shall not
exceed five years from the date of grant.
(ii) Dollar Limitation. Shares of the Company that are
acquired pursuant to the exercise of an Incentive Stock Option granted to a
Participant under the Plan shall be deemed to be acquired pursuant to the
exercise of an Incentive Stock Option under Code Section 422, only to the extent
that the aggregate Fair Value (determined as of the respective date or dates of
grant) of the Shares with respect to which such Incentive Stock Option, and all
other Incentive Stock Options that are granted to such Participant under the
Plan (and under any other incentive stock option plans of the Company or any
Subsidiary), are exercisable for the first time by such Participant in any one
calendar year, does not exceed $100,000. To effectuate the provisions of this
Section 6(g), the Committee may designate the Shares that are treated as
acquired pursuant to the exercise of an Incentive Stock Option by issuing a
separate certificate for such Shares and identifying such certificates as
Incentive Stock Option stock in its stock transfer records.
(iii) If a Participant makes a disposition, within the
meaning of Section 424(c) of the Code and regulations promulgated thereunder, of
any Share or Shares issued to such Participant pursuant to the exercise of an
Incentive Stock Option within the two-year period commencing on the day after
the date of the grant or within the one-year period commencing on the day after
the date of transfer of such share or shares to the Participant pursuant to such
exercise, the Participant shall, within ten (10) days of such disposition,
notify the Company thereof, by delivery of written notice to the Company at its
principal executive office.
Except as modified by the preceding provisions of this Section
6(g), all the provisions of the Plan applicable to Options shall be applicable
to Incentive Stock Options granted hereunder.
8. Method of Exercise
An Award Owner may exercise an Option granted pursuant to the Plan by
delivering to the Company at its main office written notice of exercise, which
notice shall specify the number of Shares with respect to which the Option is
being exercised, together with payment of the purchase price in exchange for the
Company's issuance and delivery of certificates therefor. The purchase price for
any Shares pursuant to the exercise of an Option shall be paid in full upon such
exercise by any one or a combination of the following: (i) cash (by check), (ii)
transferring fully paid Shares to the Company with a Fair Value equal to the
aggregate purchase price, or (iii) by cash payments in installments or pursuant
to a full recourse promissory note, in either case, upon such terms as the
Committee deems appropriate. Notwithstanding the foregoing, the Committee shall
have discretion to determine at the time of grant of each Option or at any later
date (up to and including the date of exercise) the form of payment acceptable
in respect of the exercise of such Option. The written
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notice pursuant to this Section 7 may also provide instructions to the Company
that upon receipt of the purchase price in cash from the Award Owner's broker or
dealer, designated as such on the written notice, in payment for any Shares
purchased pursuant to the exercise of an Option, the Company shall issue such
Shares directly to the designated broker or dealer. Any Shares transferred to
the Company as payment of the purchase price under an Option shall be valued at
their Fair Value on the day preceding the date of exercise of such Option. If
requested by the Committee, the Award Owner shall deliver the related Award
Agreement to a designated representative of the Company who shall endorse
thereon a notation of such exercise and return such agreement to the Award
Owner. No fractional Shares or cash in lieu thereof shall be issued upon
exercise of an Option, and the number of Shares that may be purchased upon
exercise shall be rounded to the nearest number of whole Shares.
9. Transferability of Awards
No Award granted under the Plan shall be assignable or transferable by
the Participant to whom it is granted, either voluntarily or by operation of
law, except by will or the laws of descent and distribution. During the life of
the Participant, the Award shall be exercisable only by or on behalf of such
person. Notwithstanding the foregoing and provided the Award Owner receives no
consideration, the Committee may permit Awards (other than Incentive Stock
Options) to be transferable to a member of the Award Owner's "immediate family,"
a trust established by an Award Owner for the benefit of one or more members of
such Award Owner's "immediate family" or a partnership in which such "immediate
family" members are the only partners. The term "immediate family" shall have
the meaning of such term in Rule 16a-1 of the SEC.
10. General Restrictions
(a) Award Owner Representations. The Company may require a person to
whom an Award is granted, as a condition of exercising such Award, to:
(i) give such written assurances, in substance and form
satisfactory to the Company, as the Company deems necessary or appropriate in
order to comply with federal and applicable state securities laws, including,
without limitation, that such person is acquiring the Share subject to the Award
for his or her own account for investment and not with any present intention of
selling or otherwise distributing the same; and
(ii) grant to the Company the right, which shall be for a
price equal to the Fair Value for such Shares and upon such other terms as the
Committee, in its sole discretion, prescribes, to repurchase from the Award
Owner any or all Shares acquired by such Award Owner through the exercise of an
Award which such Award Owner may at any time desire to sell, transfer or
otherwise dispose of.
Certificates representing Shares issued upon exercise of the Award shall bear
such legends as are deemed appropriate by legal counsel to the Company, unless
the Award Owner provides a written opinion of legal counsel, satisfactory to the
Company, that any such legend is not required.
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(b) Compliance With Securities Laws.
(i) Each Award shall be subject to the requirement that, if
at any time counsel to the Company shall determine that the listing,
registration or qualification of such Award or the Shares subject to such Award
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, is necessary as a condition
of, or in connection with the grant or exercise of such Award or the issuance or
purchase of Shares thereunder, such Award shall not be effective or may not be
accepted or exercised in whole or in part (as applicable) unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Committee. Nothing herein shall be
deemed to require the Company to apply for or to obtain such listing,
registration, qualification, consent or approval.
(ii) The Company shall provide each Award Owner with such
information, statements, discussions and analyses with respect to the Company in
such manner and at such times as may be required under state or federal
securities laws.
11. Rights as a Shareholder
The Award Owner shall have no rights as a shareholder with respect to
any Shares covered by the Award until the date upon which the share certificates
are issued to him or her for such Shares. Except as otherwise expressly provided
in the Plan, no adjustment shall be made for cash dividends or other
distributions or rights for which the record date is prior to the date on which
such share certificate is issued.
12. Recapitalization
In the event that the outstanding Shares of the Company are changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of any recapitalization, reclassification, stock split,
stock dividend, combination or subdivision, an appropriate and proportionate
adjustment shall be made in the number and kind of shares subject to the Plan
and in the number, kind, and per share exercise price, of shares subject to
unexercised Options or portions thereof granted prior to such adjustment. Any
such adjustment to an outstanding Option shall be made without change in the
total price applicable to the unexercised portion of such Option as of the date
of the adjustment. No such adjustment shall be made with respect to an Incentive
Stock Option that would, within the meaning of any applicable provisions of the
Code, constitute a modification, extension or renewal of any Option or a grant
of additional benefits to the holder of an Option.
13. Reorganization
In the event that:
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(i) the Company is merged or consolidated with another entity
or person other than an Affiliate (as defined below), and the
Company is not a surviving entity, or
(ii) all or substantially all of the assets or more than 20%
of the outstanding equity securities of the Company entitled
to vote for directors is acquired by any other entity or
person other than an Affiliate or an entity or person or any
Affiliate thereof owning 5% or more of the outstanding voting
stock of the Company or
(iii) there is a reorganization or liquidation of the Company,
the Committee, or the board of directors of any corporation assuming the
obligations of the Company, shall, as to outstanding Awards, either (x) in the
case of a merger, consolidation or reorganization of the Company, make
appropriate provision for the protection of any such outstanding Awards by the
substitution on an equivalent basis of appropriate shares or other securities of
the Company or of the merged, consolidated or otherwise reorganized corporation
that will be issuable in respect of the Shares (provided that no additional
benefits shall be conferred upon Award Owners as a result of such substitution),
or (y) upon written notice to the Award Owners, provide that all unexercised
Awards must be exercised within a specified number of days of the date of such
notice or the unexercised Awards will be terminated, or (z) upon written notice
to the Award Owners, provide that all unexercised Awards shall be purchased by
the Company or its successor within a specified number of days of the date of
such notice at a price equal to the value the Award Owners would have received
if they then exercised all their Awards and immediately received full payment in
respect of such exercise, as determined in good faith by the Committee.
Notwithstanding anything contained in the Plan or any Award Agreement
to the contrary, in the event of a reorganization or other event described above
which is also intended to constitute a Pooling Transaction (as defined herein),
the Committee shall take such actions, if any, which are specifically
recommended by an independent accounting firm retained by the Company to the
extent reasonably necessary in order to assure that the Pooling Transaction will
qualify as such, including but not limited to (i) deferring the vesting,
exercise, payment or settlement with respect to any Option, (ii) providing that
the payment or settlement in respect of any Option be made in the form of cash,
Shares or securities of a successor or acquirer of the Company, or a combination
of the foregoing and (iii) providing for the extension of the term of any Option
to the extent necessary to accommodate the foregoing, but not beyond the maximum
term permitted for any Option. For purposes of this Plan, "Pooling Transaction"
means an acquisition of the Company in a transaction which is intended to be
treated as a "pooling of interests" under generally accepted accounting
principles.
14. No Special Rights
Nothing contained in the Plan or in any Award granted under the Plan
shall confer upon any Award Owner any right with respect to the continuation of
his or her service with the Company or Subsidiary or Advisor or interfere in any
way with the right of the Company (or any Subsidiary), or the Advisor, as the
case may be, subject to the terms of any separate agreement to the contrary, at
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any time to terminate such service or to increase or decrease the compensation
of the Award Owner from the rate in existence at the time of the grant of an
Award. Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination or cessation of services for
purposes of this Plan shall be determined by the Committee.
15. No Special Director Rights
Nothing contained in the Plan or in any Award granted under the Plan
shall constitute evidence of any agreement or understanding, express or implied,
that a director has a right to continue as a director for any period of time.
16. Other Employee Benefits
The amount of any income deemed to be received by an Award Owner as a
result of the exercise of an Award or the sale of Shares received upon such
exercise will not constitute "compensation" or "earnings" with respect to which
any other benefits of such person are determined by the Company, including
without limitation benefits under any pension, profit sharing, life insurance or
salary continuation plan.
17. Definitions
(a) Affiliate. The term "Affiliate" shall mean a corporation or other
entity or person which, at the time of reference, directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common
control with, the Company.
(b) Consolidation Effective Date. The term "Consolidation Effective
Date" shall mean October 1, 1997.
(c) Fair Value. The term "Fair Value" of a Share shall mean (i) if the
Shares are traded on a national securities exchange, the closing price for such
Shares on the day immediately preceding the date of determination or if there is
no closing price on such date, the last preceding closing price, (ii) if the
Shares are not traded on a national securities exchange, the mean of the high
bid and ask quotes of such Shares as reported in the NASDAQ/NMS reports or the
National Quotation Bureau Inc.'s pink sheets or in the NASD Bulletin Board on
the day immediately preceding the date of determination or if there were no high
bid and ask quotes on such date, the last preceding day that there were, and
(iii) if neither (i) or (ii) are applicable, as determined in good faith by the
Committee.
(d) Rule 16b-3. The term "Rule 16b-3" shall mean Rule 16b-3 of the SEC
(or any successor rule).
(e) Subsidiary. The term "Subsidiary" shall mean any corporation in an
unbroken chain of corporations beginning with the Company if, at the time of the
grant of the Award, each of the corporations other than the last corporation in
the unbroken chain owns stock possessing 50% or
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more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
18. Amendment of the Plan
(a) The Board of Directors may at any time and from time to time modify
or amend the Plan in any respect, provided that, the Board of Directors shall
not modify or amend the Plan without the approval of the shareholders of the
Company if such approval were required or desired for compliance with (i) an
exemption afforded by Rule 16b-3 or (ii) Section 422 of the Code. The
termination or any modification or amendment of the Plan shall not, without the
consent of an Award Owner, affect his or her rights under an Award previously
granted to him or her. With the consent of the Award Owners affected, the
Committee may amend outstanding Award agreements in a manner not inconsistent
with the Plan.
(b) Notwithstanding the provisions of Section 17(a), the Board of
Directors shall have the right, but not the obligation, without the consent of
the Company's shareholders, to (i) amend or modify the terms and provisions of
the Plan and of any outstanding Incentive Stock Options granted under the Plan
to the extent necessary to qualify any or all such options for such favorable
federal income tax treatment (including deferral of taxation upon exercise), as
may be afforded incentive stock options under Section 422 of the Code; and (ii)
amend or modify the terms and provisions of the Plan and of any outstanding
Award granted under the Plan to the extent necessary to comply with any
securities law to which, in the opinion of counsel to the Company, the Plan or
Award is subject.
19. Withholding
At such times as an Award Owner recognizes taxable income in
connection with the receipt of Shares hereunder (a "Taxable Event"), the Award
Owner shall pay to the Company an amount equal to the federal, state and local
income taxes and other amounts as may be required by law to be withheld by the
Company in connection with the Taxable Event (the "Withholding Taxes") prior to
the issuance, or release from escrow, of such Shares. In satisfaction of the
obligation to pay Withholding Taxes to the Company, the Committee may, in its
discretion and subject to compliance with applicable securities laws and
regulations, withhold Shares having an aggregate Fair Value on the date
preceding the date of such issuance equal to the Withholding Taxes.
20. Effective Date and Duration of the Plan
(a) Effective Date. The Plan shall become effective when adopted by the
Board of Directors, but no award granted under the Plan shall become exercisable
unless and until the Plan shall have been approved by the Company's shareholders
within twelve months before or after the date of such adoption. If such
shareholder approval is not obtained within such period, any Award previously
granted under the Plan shall terminate and no further Awards shall be granted.
Subject to this limitation, Awards may be granted under the Plan at any time
after the effective date and before
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the date fixed for termination of the Plan.
(b) Termination. The Plan shall terminate upon the earlier of (i)
September 30, 2007 or (ii) the date on which all Shares available for issuance
under the Plan shall have been issued pursuant to the exercise of Awards granted
under the Plan. If the date of termination is determined under (i) above, then
Awards outstanding on such date shall continue to have force and effect in
accordance with the provisions of the instruments evidencing such Awards.
21. Governing Law
The Plan and all Award agreements issued hereunder shall be governed by
the laws of the State of Maryland.
22. Expenses of Administration
All costs and expenses incurred in the operation and administration of
this Plan shall be borne by the Company.
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ThePlan was adopted by the Board of Directors on September 30, 1997 and
approved by the sole shareholder of Shares on September 30, 1997.
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