EXHIBIT 10.19
AMENDED AND RESTATED STOCK OPTION PLAN
OF URSTADT BIDDLE PROPERTIES INC.
1. Purpose. The purpose of the Amended and Restated Stock Option Plan
of Urstadt Biddle Properties Inc. (the "Plan") is to provide a special incentive
to selected key employees of Urstadt Biddle Properties Inc. (the "Corporation")
to further the growth, development and financial success of the Corporation. The
Plan is designed to accomplish this purpose by offering such employees a
favorable opportunity to acquire shares of Common Stock and Class A Common Stock
of the Corporation so that they will share in the success of the Corporation.
Accordingly, the Corporation will grant options to purchase shares of Common
Stock and Class A Common Stock of the Corporation to such key employees as are
designated in accordance with the provisions of the Plan. These options may be
incentive stock options ("statutory options"), as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or non-statutory
options, or both. The Plan is also intended pursuant to Section 14, to reward
Non-employee Directors for their contribution to the success of the Corporation.
2. Administration. The Plan shall be administered by a Stock Option
Committee (the "Committee") established by the Directors of the Corporation (the
"Directors"). The Committee shall be comprised of not less than two persons,
each member of which shall be a "non-employee director" within the meaning of
Rule 16b-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and an outside
director within the meaning of Section 162(m) of the Code, except that if the
Directors determine that (i) they no longer intend for the Plan to satisfy the
requirements of Rule 16b-3 (such that grants of options are not exempt from
Section 16(b) of the Exchange Act), then the members of the Committee need not
be "non-employee directors," or (ii) they no longer intend for the Plan to
comply with the requirements of Section 162(m) of the Code, then the members of
the Committee need not be "outside directors." Subject to the foregoing, the
Directors may from time to time appoint members of the Committee in substitution
for or in addition to members previously appointed, may fill vacancies in the
Committee and may remove members of the Committee. The Committee shall select
one of its members as its chairman and shall hold its meetings at such times and
places as it shall deem advisable, including telephonic meetings. A majority of
its members shall constitute a quorum and all determinations shall be made by a
majority of such quorum. Any determination reduced to writing and signed by all
of the members shall be fully as effective as if it had been made by a majority
vote at a meeting duly called and held. The Committee shall have discretionary
authority, not inconsistent with the Plan, (a) to determine which key employees
shall be granted options; (b) to determine whether the options granted to
employees shall be statutory options (if such employees are eligible to receive
statutory options) or non-statutory options, or both; (c) to determine the time
or times when options shall be granted and the number of shares of Common Stock
and Class A Common Stock to be subject to each option; (d) to determine the
option price of the shares subject to each option; (e) to determine the time or
times when each option becomes exercisable and the duration of the exercise
period; (f) to prescribe the form or forms of the instruments evidencing any
options granted under the Plan and of any other instruments required under the
Plan and to change such forms from time to time; (g) to adopt, amend and rescind
rules and regulations for the administration of the Plan and the options and for
its own acts and proceedings; (h) to interpret and construe the provisions of
the Plan; and (i) to decide all questions and settle all controversies and
disputes which may arise in connection with the Plan, including the eligibility
of an employee for benefits under the Plan and the amount thereof. All
decisions, determinations and interpretations of the Committee shall be binding
on all parties concerned.
3. Participants. The Participants in the Plan shall be such key
employees of the Corporation and its subsidiaries as may be selected from time
to time by the Committee in its discretion as well as Non-employee Directors as
provided in Section 14. Part-time as well as full-time employees shall be
eligible to participate in the Plan, but Directors who are not full-time
employees of the Corporation shall not be eligible except as provided in Section
14. No option may be granted to a person who is a member of the Committee at the
time of grant, except as provided in Section 14. In any grant of options after
the initial grant, employees who were previously granted options under the Plan
may be included or excluded. Options may be granted under the Plan in
replacement of options which were previously granted by the Corporation, and
which have expired, terminated or have been cancelled for any reason.
4. Limitations. No options shall be granted under the Plan after
January 1, 2009, but options theretofore granted may extend beyond that date.
Subject to adjustment as provided in Section 12 of the Plan, the number of
shares delivered upon the exercise of options granted under the Plan shall not
exceed 824,093 shares of Common Stock of the Corporation and 743,003 shares of
Class A Common Stock of the Corporation. To the extent that any option granted
under the Plan shall expire, be cancelled, terminate unexercised (including a
termination or cancellation by agreement between the Corporation and the
optionee) or for any reason become unexercisable as to any shares subject
thereto, such shares shall thereafter be available for further grants under the
Plan, within the limit specified above.
5. Shares To Be Delivered. Shares to be delivered upon the exercise of
an option may constitute an original issue of authorized shares or may consist
of previously issued shares acquired by the Corporation, as shall be determined
by the Committee. The Committee and the proper officers of the Corporation shall
take any appropriate action required for such delivery.
6. Terms and Conditions of Options. Options granted under the Plan
shall be subject to the following terms and conditions (except as provided in
subsection (e) below and in Section 14) and to such other terms and conditions
as the Committee shall determine to be appropriate to accomplish the purposes of
the Plan:
(a) Number of Shares; Maximum Annual Limit. Each option shall
specify the number of shares which may be purchased upon the exercise
of the option, subject to adjustment as provided in Section 12 below.
Notwithstanding any other provision of the Plan, the aggregate fair
market value (determined as of the time of grant) of the shares with
respect to which statutory options are exercisable for the first time
by an employee during any calendar year (under the Plan and all other
Plans of the Corporation and its parent and subsidiary corporations)
shall not exceed $100,000. To the extent that the aggregate fair market
value (determined at the time a statutory option is granted) of shares
with respect to which statutory options are exercisable for the first
time during any calendar year (under all plans of the Corporation and
any subsidiary of the Corporation) exceeds $100,000, the excess shall
be treated as a non-statutory option. The provisions of this subsection
(a) with respect to statutory options shall be construed and applied in
accordance with Section 422 of the Code and the regulations, if any,
promulgated thereunder. Statutory options may be granted only to
employees of the Corporation and any subsidiary of the Corporation.
Notwithstanding any other provision of the Plan, the maximum number of
shares with respect to which options may be granted to a "covered
employee" (within the meaning of Section 162(m) of the Code) shall not
exceed 1,000,000 per year.
(b) Option Price. The option price under each statutory option
shall be determined by the Committee and shall be not less than 100
percent of the fair market value per share at the time the option is
granted (110% for a Participant who, at the time of grant, owns shares
possessing more than 10% of the total combined voting power of all
classes of stock of the Corporation (a "10% Shareholder"). The option
price of each share purchased pursuant to each option shall be paid in
full at the time of such purchase in cash, by delivery of shares having
a value (as determined by the Committee) equal to the option price, or
a combination thereof as provided in Section 7 below; provided,
however, that the Committee may in its discretion authorize the
extension and maintenance of credit of the Corporation to Participants
in the Plan as provided in subsection (e) below.
(c) Period of Options. Subject to the provisions of the Plan
with respect to death, retirement and termination of employment, the
term of each option shall be for such period as the Committee shall
determine as set forth in the applicable option agreement. The term of
a statutory option shall not be greater than ten years from the date
the statutory option is granted; provided, however that the term of a
statutory option issued to a 10% Shareholder shall not be greater than
five years from the date of grant.
(d) Exercise of Options.
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(1) Each option shall be made exercisable at such
time or times, whether or not in installments, as the
Committee shall prescribe at the time the option is granted.
Except for Non-employee Director options granted pursuant to
Section 14, in the case of an option not immediately
exercisable in full, the Committee may at any time accelerate
the time at which all or any part of the option may be
exercised. Notwithstanding its stated exercisability, each
option shall become fully exercisable upon the occurrence of a
Change of Control. For purposes of the Plan, the term Change
of Control and the defined terms related to such term shall
have the respective meanings set forth in Exhibit A to the
Plan.
(2) In the case of options intended to be statutory
options, the instruments evidencing such options shall contain
such provisions relating to exercise and other matters as are
required of statutory options under the applicable provisions
of the Code and Treasury Regulations, as from time to time in
effect.
(3) A person electing to exercise an option shall
give written notice to the Corporation, as specified by the
Committee, of such person's election and of the number of
shares such person has elected to purchase, such notice to be
accompanied by the instrument evidencing such option and any
other documents required by the Committee, and shall at the
time of such exercise tender the purchase price for such
shares. If the notice of election to exercise is given by the
executor or administrator of a deceased Participant, or by the
person or persons to whom the option has been transferred by
the Participant's will or the applicable laws of descent and
distribution, the Corporation shall be under no obligation to
deliver shares pursuant to such exercise unless and until the
Corporation is satisfied that the person or persons giving
such notice is or are entitled to exercise the option.
(4) No shares shall be delivered upon exercise of an
option unless arrangements satisfactory to the Committee have
been made for any required Federal or state income tax or
other withholdings.
(e) Extension of Credit to Participants. Subject to the
provisions of Part 221 of Title 12, Code of Federal Regulations, as
from time to time in effect (herein called "Regulation U"), the
Committee (i) may, generally, or in specific instances, authorize the
extension and maintenance of credit by the Corporation, or (ii) may
arrange for the extension or maintenance of credit by any person upon
the same terms and conditions as those upon which the Corporation
(under the provisions of Regulation U) may extend or maintain such
credit to Participants under the Plan for the purpose of financing the
exercise of options granted to such Participants under the Plan.
Interest shall be charged on such credit extensions at a rate
determined by the Committee.
(f) Replacement Options. The Corporation may grant options
under the Plan on terms differing from those provided for in the
foregoing provisions of this Section 6 where such options are granted
in substitution for options held by employees of other corporations or
entities who concurrently become employees of the Corporation as the
result of a merger or consolidation of the employer (or a corporation
controlling the employer) with the Corporation, or the acquisition by
the Corporation of property or shares of the employer (or such
controlling corporation). The Committee may direct that the substitute
options be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.
7. Payment for and Delivery of Shares. Shares which are subject to
option shall be issued only upon receipt by the Corporation of full payment of
the purchase price for the shares as to which the option is exercised. Such
payment may consist, in whole or in part, of the proceeds of loans made by the
Corporation to finance the acquisition of the shares pursuant to Section 6(e)
above or the Committee may permit a person exercising an option to give
irrevocable instructions to a broker-dealer acceptable to the Committee to sell
shares of Common Stock or Class A Common Stock of the Corporation issuable upon
exercise of the option and to remit the exercise price and any taxes due to the
Corporation. A holder of an option shall have none of the rights of a
shareholder until the shares are issued to such person. The purchase price shall
be payable by the option holder to the Corporation either (i) in cash or by
check, bank draft or money order payable to the order of the Corporation; or
(ii) through the delivery of shares of Common Stock or Class A Common Stock of
the Corporation (duly owned by the option holder and for which the option holder
has good title free and clear of any liens and encumbrances) having a fair
market value equal to the purchase price; (iii) by a combination of cash and
such shares as provided in (i) and (ii) above; or (iv) by an extension of credit
as provided in Section 6(e) above. The fair market value of any shares of Common
Stock or Class A Common Stock of the Corporation delivered in payment of the
purchase price shall be determined in accordance with the applicable provisions
of the Code or regulations issued thereunder, or in the absence of any such
provisions or regulations, shall be deemed to be the last sale price regular way
at which Common Stock or Class A Common Stock of the Corporation are traded on
the day on which the option is exercised as reflected in the New York Stock
Exchange Composite Transactions and reported in the Wall Street Journal or, if
the Wall Street Journal is not published on the date in question, then in some
other appropriate newspaper of general circulation, or, if there is no sale of
Common Stock or Class A Common Stock of the Corporation on the day on which the
option is exercised, then the last sale price regular way for such shares on
such exchange at the close of the market on the last preceding date as so
reported shall be deemed to be the fair market value of such Common Stock or
Class A Common Stock of the Corporation ("Fair Market Value").
The Corporation shall not be obligated to deliver any shares upon the
exercise of an option unless and until, in the opinion of the Corporation's
counsel, all applicable Federal and state laws and regulations have been
complied with, nor, in the event the outstanding shares of Common Stock or Class
A Common Stock of the Corporation are at the time listed upon any stock
exchange, unless and until the shares to be delivered have been listed or
authorized to be added to the list upon official notice of issuance upon such
exchange, nor unless or until all other legal matters in connection with the
issuance and delivery of shares have been approved by the Corporation's counsel.
Without limiting the generality of the foregoing, the Corporation may require
from the Participant or other person purchasing shares of Common Stock or Class
A Common Stock of the Corporation under the Plan such investment representation
or such agreement, if any, as counsel for the Corporation may consider necessary
in order to comply with the Securities Act of 1933 and may require that the
Participant or such other person agree that any sale of the shares will be made
only in such manner as is permitted by the Committee and that such person will
notify the Corporation when he makes any disposition of the shares whether by
sale, gift or otherwise. The Corporation shall use its reasonable efforts to
effect any such compliance and listing, and the Participant or other person
shall take any action reasonably requested by the Corporation in such
connection. A Participant or other person exercising an option shall have the
rights of a shareholder only as to shares actually issued to him under the Plan.
8. Nontransferability of Options. No option may be transferred by the
Participant otherwise than by will or by the laws of descent and distribution,
and during the Participant's lifetime the options granted to the Participant may
be exercised only by the Participant.
9. Termination of Employment. For all purposes of the Plan, employment
shall be deemed to have terminated on the date on which the employee-employer
relationship between the Participant and the Corporation terminates for any
reason. If the employment of a Participant terminates for any reason other than
death, Disability (as defined in Section 10) or retirement with the consent of
the Corporation, all options held by the Participant shall immediately terminate
and may not thereafter be exercised; provided, however, that if the employment
of a Participant terminates for any reason other than the Participant's
dishonesty, irrespective of the occurrence of a Change of Control, any
non-statutory option and any statutory option which is held by the Participant
at the time of such termination, shall thereafter be exercisable, only to the
extent vested or exercisable on the date of termination, for a period of ninety
(90) days (or one (1) year if the Participant's employment is terminated by
reason of Disability) following such termination; provided, further, that any
such option shall terminate if not vested or exercisable on the date of
termination. Notwithstanding the foregoing, subject to Section 422 of the Code
in the case of statutory options, for purposes of this Section 9 the employment
relationship in respect of options held by a Participant shall be treated as
continuing intact while the Participant is on military leave, sick leave or
other bona fide leave of absence (such as temporary employment with the
Government) if the period of such leave does not exceed ninety (90) days, or, if
longer, so long as the Participant's right to re-employment is guaranteed either
by statute or by contract. Where the period of leave exceeds ninety (90) days
and where the Participant's right to re-employment is not guaranteed either by
statute or by contract, the employment relationship shall be deemed to have
terminated on the ninety-first (91st) day of such leave.
10. Death or Disability. If a Participant's employment shall terminate
by reason of death or Disability, unless the applicable certificate or agreement
provides otherwise, all outstanding options of any or all types granted pursuant
to the Plan shall be exercisable, only to the extent vested or exercisable on
the date of termination, by the Participant or, in the case of death, by the
executor or administrator or the person or persons to whom the option is
transferred by will or the applicable laws of descent and distribution;
provided, that any such options shall terminate if not vested or exercisable at
the date of termination or if not exercised with the time period specified in
Section 9. In no event, however, may any option be exercised after the
expiration of ten years from the date such option is granted. "Disability"
means, except as may otherwise be provided in any employment agreement to which
such Participant is a party or as required by applicable law, any mental or
physical illness, condition, disability or incapacity as shall (i) prevent the
Participant from reasonably discharging his or her services and employment
duties; (ii) be determined by the Directors, upon the advice of a qualified
physician; and (iii) be continuing during any period of three consecutive months
or for periods aggregating three months in any eighteen month period. A
Disability shall be deemed to have occurred on the last day of such applicable
three month period unless a longer period shall be required by applicable law.
11. Retirement. If a Participant's employment shall terminate by reason
of his or her retirement from the service of the Corporation with the consent of
the Corporation, all outstanding options of any or all types granted pursuant to
the Plan shall be exercisable, only to the extent vested or exercisable at the
date of termination, by the Participant for a period of ninety (90) days after
the date of termination, or such longer period as the Committee may allow, but
in no event beyond the earlier of the expiration of the original exercise period
of such option or five years after the date of termination. Any such options
shall terminate if not vested or exercisable at the date of termination or if
not exercised with the time period specified in this Section 11. In no event,
however, may any option be exercised after the expiration of ten years from the
date such option is granted. The Committee shall have authority to determine
whether or not a Participant has retired from the service of the Corporation
with the consent of the Corporation and its determination shall be binding on
all concerned.
12. Changes in Shares. In the event of a shares dividend, split-up or
combination of shares, recapitalization or merger in which the Corporation is
the surviving entity or other similar capital change, the number and kind of
shares or securities of the Corporation subject to the Plan and to options then
outstanding or to be granted thereunder, the maximum number of shares or
securities which may be issued on the exercise of options granted under the
Plan, the option price and other relevant provisions shall be appropriately
adjusted by the Directors, whose determination shall be binding on all persons.
In the event of a consolidation or a merger in which the Corporation is not the
surviving entity, or in the event of a complete liquidation of the Corporation,
all outstanding options shall thereupon terminate, provided that the Directors
shall, at least twenty (20) days prior to the effective date of any such
consolidation or merger, either (i) make all outstanding options immediately
exercisable or (ii) arrange to have the surviving entity grant to the
Participants replacement options on terms which the Directors determine to be
fair and reasonable. Without limiting its general power of acceleration, the
Committee may, in its sole discretion, at any time provide that options shall
become immediately exercisable prior to or at any time subsequent to the
acquisition by a person or entity or group of persons or entities of more than
50% of the Corporation's outstanding shares of Common Stock.
13. Employment Rights. The adoption of the Plan does not confer on any employee
any right to continued employment with the Corporation, nor does it interfere in
any way with the right of the Corporation to terminate the employment of any of
its employees at any time.
14. Non-employee Directors. Notwithstanding anything
to the contrary contained elsewhere herein (but subject to amendment as provided
in Section 15):
(a) Eligible Directors and Grants. Each Director who is not a
full-time employee of the Corporation ("Non-employee Director") shall
be eligible for awards of options as hereinafter provided. [ The
maximum number of shares available upon exercise of options awarded
under this Section 14 shall not exceed an aggregate of 200,000 shares,
consisting of 100,000 shares of Common Stock of the Corporation and
100,000 shares of Class A Common Stock of the Corporation.]
(b) Option Price. The option price under each option granted
under this Section 14 shall be the Fair Market Value per share
determined at the time the option is granted.
(c) Duration of Options. The latest date on which an option
granted under this Section 14 may be exercised shall be the date which
is ten years from the date the option was granted.
(d) Exercise of Options. Options granted under this Section 14
shall become fully exercisable one year after the date of grant or, if
earlier, upon death, Disability or a Change of Control. If a
Non-employee Director ceases to be a Non-employee Director for any
other reason, any option granted under this Section 14 to such
Non-employee Director may thereafter be exercised only to the extent it
was exercisable immediately prior to the date such person ceased to be
a Non-employee Director for a five year period beginning on such date
(but in no event beyond 10 years from the date of grant).
(e) Section 14 Amendments. The provisions of this Section 14
may not be amended more than once every six months, other than to
comport with changes in the Code, applicable securities laws, or the
rules and regulations thereunder.
15. Amendments. The Committee may at any time discontinue granting
options under the Plan. The Directors may at any time amend the Plan or amend
any outstanding option or options for the purpose of satisfying the requirements
of any changes in applicable laws or regulations or for any other purpose which
may at the time be permitted by law.
Exhibit A to Urstadt Biddle Properties Inc.
Amended and Restated Stock Option Plan
"Change of Control" shall mean the occurrence of any one of the
following events:
A. any person becomes the owner of 20% or more of the Corporation's Common
Stock and thereafter individuals who were not Directors of the Corporation
prior to the date such Person became a 20% owner are elected as Directors
pursuant to an arrangement or understanding with, or upon the request of or
nomination by, such Person and constitute at least two of the Directors; or
B. there occurs a change of control of the Corporation of a nature that would
be required to be reported in response to Item la of Form 8-K pursuant to
Section 13 or 15 under the Securities Exchange Act of 1934 (the "Exchange
Act"), or in any other filing by the Corporation with the Securities and
Exchange Commission (the "Commission"); or
C. there occurs any solicitation of proxies by or on behalf of any Person
other than the Directors of the Corporation and thereafter individuals who
were not Directors prior to the commencement of such solicitation are
elected as Directors pursuant to an arrangement or understanding with, or
upon the request of or nomination by, such Person and constitute at least
two of the Directors; or
D. the Corporation executes an agreement of acquisition, merger or
consolidation which contemplates that (i) after the effective date provided
for in the agreement, all or substantially all of the business and/or
assets of the Corporation shall be owned, leased or otherwise controlled by
another corporation or other entity and (ii) individuals who are directors
of the Corporation when such agreement is executed shall not constitute a
majority of the board of directors of the survivor or successor entity
immediately after the effective date provided for in such agreement;
provided, however, for purposes of this paragraph (d) that if such
agreement requires as a condition precedent approval by the Corporation's
shareholders of the agreement or transaction, a Change of Control shall not
be deemed to have taken place unless and until such approval is secured.
"Common Stock" shall mean the then outstanding shares of
Common Stock of the Corporation plus, for purposes of determining the ownership
of any Person, the number of unissued shares of Common Stock which such Person
has the right to acquire (whether such right is exercisable immediately or only
after the passage of time) upon the exercise of conversion rights, exchange
rights, warrants or options or otherwise.
"Person" shall have the meaning used in Section 13(d) of the
Exchange Act, as in effect on December 31, 1984. A Person shall be deemed to be
the "owner" of any shares of Common Stock:
(a) of which such Person would be the "beneficial owner," as such
term is defined in Rule 13d-3 promulgated by the Commission
under the Exchange Act, as in effect on December 31, 1984; or
(b) of which such Person would be the "beneficial owner," as such
term is defined under Section 16 of the Exchange Act and the
rules of the Commission promulgated thereunder, as in effect
on December 31, 1984; or
(c) which such Person or any of its Affiliates or Associates (as
such terms are defined in Rule 12b-2 promulgated by the
Commission under the Exchange Act, as in effect on December
31, 1984), has the right to acquire (whether such right is
exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding upon
the exercise of conversion rights, exchange rights, warrants
or options or otherwise.