EXHIBIT 10.7
SHARE PURCHASE OPTION AGREEMENT
This Share Purchase Option Agreement ("Agreement") is entered into as of
the 18th day of November, 1998 between Great Lakes REIT, ("GLR"), a Maryland
real estate investment trust whose principal place of business is Oak Brook,
Illinois, and ________ ("Employee").
W I T N E S S E T H:
WHEREAS, on November 18, 1998 the Compensation Committee of the Board of
Trustees acting on behalf of the Board of Trustees approved the grant of share
purchase options to certain GLR employees, and
WHEREAS, on February 4, 1999 the Board of Trustees reaffirmed the November
18, 1998 grant and specified the grant of certain share purchase options to
Employee as of November 18, 1998, and
WHEREAS, certain share purchase options granted pursuant to the Incentive
Plan are intended to qualify as "Incentive Stock Options"; and
WHEREAS, GLR desires to compensate Employee by granting an option under the
Incentive Plan to purchase certain GLR common shares of beneficial interest in
order to provide Employee with an added incentive to increase the financial well
being of GLR; and
WHEREAS, Employee is a key employee of GLR or one of its subsidiaries;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties agree as follows:
1. GRANT OF OPTION. GLR hereby grants to Employee an option ("Option") to
purchase up to _________ common shares of beneficial interest, $.01 par value
("Common Shares"), to be issued as fully paid and non-assessable upon the
exercise hereof and payment therefor, during the following periods and subject
to the following conditions:
(a) During the period commencing November 18, 1999 (12 months from
the date of grant) and terminating November 17, 2008 (ten years from the date of
the grant), Employee may exercise the Option to purchase up to ________ (one
third) of the Common Shares covered by the Option;
(b) During the period commencing November 18, 2000 (twenty-four
months from the date of the grant) and terminating November 17, 2008 (ten years
from the date of the grant), Employee may exercise the Option to purchase up to
an additional ________ (one third) of the Common Shares covered by the Option;
and
(c) During the period commencing November 18, 2001 (thirty-six months
from the date of the grant) and terminating November 17, 2008 (ten years from
the date of the grant), Employee may exercise the Option to purchase up to an
additional ________ (one third) of the Common Shares covered by the Option; and
(d) Of the _______ Common Shares identified in paragraph 1(a) no
shares shall be treated as subject to an Incentive Stock Option, and _______
shares shall be subject to a non-qualified option. Of the _______ Common Shares
identified in paragraph 1(b) ______ shares shall be treated as subject to an
Incentive Stock Option, and ________ Common Shares shall be subject to a non-
qualified option. Of the _______ Common Shares identified in paragraph 1(c)
________ shares shall be treated as subject to an Incentive Stock Option, and
______ Common Shares shall be subject to a non-qualified option
Notwithstanding anything herein to the contrary, and except as provided in
paragraph 4 hereof, the Option and all rights granted herein shall terminate and
become null and void upon the expiration of ten years from the date of the grant
(such period is hereinafter referred to as the "Term").
2. EXERCISE OF OPTION. The Option may be exercised by written notice
delivered to the Secretary of GLR at the GLR principal offices, stating that
Employee desires to exercise the Option and stating further the number of Common
Shares with respect to which the Option is being exercised. In no case may the
Option be exercised for a fraction of a Common Share. The purchase price of the
Common Shares with respect to which the Option is being exercised shall be paid
(i) in cash, or (ii) at the discretion of GLR, by delivering Common Shares
already owned by Employee, or (iii) a combination of (i) and (ii), and shall be
paid in full within three (3) business days after delivery of the Notice of
Exercise. Promptly after receipt of the Notice of Exercise and payment, GLR, or
its transfer agent, shall deliver to Employee a certificate representing the
Common Shares purchased. If any law or regulation requires GLR to take any
action with respect to the Common Shares, then the date for the delivery of such
Common Shares shall be extended for the period necessary to take such action.
3. OPTION PRICE. The option price of the Common Shares shall be $16.25
per share, which price is not less than 100% of the fair market value of GLR's
Common Shares on the date of the grant.
4. CONDITIONS UPON RIGHT TO EXERCISE.
(a) EMPLOYMENT AT TIME OF EXERCISE. Except as provided in paragraph
4(b), below, at the time of any exercise of the Option, Employee must be an
employee of GLR or its subsidiary.
(b) TERMINATION OF EMPLOYMENT.
(i) GENERAL. All of the unexercised rights of Employee under
the Option shall lapse if Employee's employment with GLR or a subsidiary is
terminated for any
reason, except for leaves of absence approved in writing by the President of
GLR, or if such employment is terminated by reason of Employee's permanent total
disability, retirement or death, as described below. If Employee's employment
is terminated for any reason other than Employee's permanent total disability,
retirement or death, the vested portion of the Option which may be exercised
pursuant to Section 1 hereof may be exercised by Employee at any time or times
in whole or in part during the three-month period after such termination to the
extent such three-month period is included in the remainder of the Term.
(ii) DISABILITY. If the employment of Employee with GLR or a
subsidiary is terminated by reason of Employee's permanent total disability and
Employee has been in the employ of either GLR or a subsidiary continuously from
the date hereof until such termination (except for leaves of absence approved in
writing by the President of GLR), the vested portion of the Option pursuant to
Section 1 hereof may be exercised by Employee at any time or times in whole or
in part during the one year period after such termination, to the extent such
one year period is included in the remainder of the Term.
(iii) RETIREMENT. If the employment of Employee with GLR or a
subsidiary is terminated by reason of Employee's retirement and Employee has
been in the employ of either GLR or a subsidiary continuously from the date
hereof until such retirement (except for leaves of absence approved in writing
by the President of GLR), the vested portion of the Option pursuant to Section 1
hereof may be exercised by Employee at any time or times in whole or in part
during the three-month period after such retirement to the extent that such
three-month period is included in the remainder of the Term.
(iv) DEATH. If the employment of Employee with GLR or a
subsidiary is terminated by reason of Employee's death and Employee has been in
the employ of either GLR or a subsidiary continuously from the date hereof until
Employee's death (except for leaves of absence approved in writing by the
President of GLR), the vested portion of the Option pursuant to Section 1 hereof
may be exercised by the legal representative of Employee, or by such of her
heirs, legatees or beneficiaries to whom the Option devolves, at any time or
times in whole or in part during the one year period from the date of death of
Employee, to the extent that such one year period is included in the remainder
of the Term.
(c) CHANGE IN CONTROL. In the event of a change in control of GLR,
as defined herein, Employee shall have the right to exercise this Option to
purchase all of the Common Shares subject to this Option Agreement immediately,
notwithstanding the provisions of paragraph 1. For purposes of this Agreement,
a change in control of GLR shall mean any of the following events:
(i) GLR is merged or consolidated or reorganized into or with
another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than a majority of the combined voting
power of the then-outstanding securities of such corporation or person
immediately after such transaction are held in the aggregate by the holders of
GLR Common Shares (as defined in the Incentive Plan) immediately prior to such
transaction;
(ii) GLR sells or otherwise transfers all or substantially all
of its assets to any other corporation or other legal person, and less than a
majority of the combined voting power of the then-outstanding securities of such
corporation or person immediately after such sale or transfer is held in the
aggregate by the holders of GLR Common Shares immediately prior to such sale or
transfer;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated pursuant to the
Securities Exchange Act of 1934, as amended, disclosing that any person (as the
term "Person" is used in Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended) has become the beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Securities Exchange Act of 1934, as amended) of
securities representing 20% or more of the Voting Power (as defined in the
Incentive Plan);
(iv) GLR files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended, disclosing in response to Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a change in control of GLR has or
may have occurred or will or may occur in the future pursuant to any then-
existing contract or transaction; or
(v) If during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Trustees of GLR cease for
any reason to constitute at least a majority thereof, unless the election, or
the nomination for election by GLR's shareholders, of each Trustee of GLR first
elected during such period was approved by a vote of at least two-thirds of the
Trustees of GLR then still in office who were Trustees of GLR at the beginning
of any such period.
5. ADDITIONAL LIMITS ON RIGHT TO EXERCISE. If at any time the Board of
Trustees of GLR shall determine, in its discretion, that the listing,
registration or qualification of the Option or the Common Shares issuable or
transferable upon exercise of the Option upon any securities exchange or under
any state or federal law, or that the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the granting of the Option or in connection with the issuance or transfer
of Common Shares thereunder, the Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Board of
Trustees of GLR. Unless at the time of any exercise of the Option there is, in
the opinion of GLR's counsel, a valid and effective registration statement under
the Securities Act of 1933, as amended, and an appropriate qualification and
registration under applicable state securities law, relating to the Common
Shares, Employee hereby agrees, upon exercise of the Option, to give a
representation that she is acquiring the Common Shares for her own account for
investment and not with a view to, or for sale in connection with, the resale or
distribution of any such Common Shares and shall give such other representations
and covenants to GLR as may, in the opinion of its counsel, be required. In the
event that any Common Shares issued is not registered, then Employee hereby
agrees that stop transfer instructions shall be issued to GLR's transfer agents
until such time as the Common Shares is registered and that the certificate
representing the Common Shares shall bear the following restrictive legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("ACT") AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM
UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT
REGISTRATION IS NOT REQUIRED.
6. NON-TRANSFERABILITY OF OPTION. The Option shall not be transferable
except, (i) to one or more trusts established solely for the benefit of one or
more members of the Employee's family or to one or more partnerships in which
the only partners are members of the Employee's family or to another entity
established by Employee for estate planning purposes, or (ii) by will or the
laws of descent and distribution. Employee or his/her assignee shall provide
the Company written notice of any such transfer, and any such transfer shall not
effect the conditions of the exercise of the Option except as otherwise noted
herein. During the lifetime of Employee the Option may be exercised only by
Employee or her legal representative if the Employee is disabled.
7. SHAREHOLDER RIGHTS AND ADJUSTMENTS TO COMMON SHARES. Employee shall
have no rights as a shareholder with respect to any Common Shares issuable or
transferable upon exercise of the Option until the date of issuance of a share
certificate to him for such Common Shares. Except as hereinafter provided, no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such share certificate is issued and all
adjustments to the Common Shares by reason of a stock/share dividend, merger,
consolidation or otherwise, shall be made in accordance with the terms of the
Incentive Plan.
This Agreement shall not affect in any way the right or power of GLR to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets. As noted in the Incentive
Plan, in the event the Company completes such a transaction to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of its
business or assets the Board of Trustees of GLR may, in its sole discretion,
provide adjustments to the number or kind of shares covered by the Options
granted hereunder.
8. TAX WITHHOLDING. GLR shall have the power to withhold, or require an
Employee or other person or entity receiving Common Shares under this Agreement
to remit to GLR an amount sufficient to satisfy federal, state, and local
withholding tax requirements on any Common Shares issued under this Agreement,
and GLR may defer issuance of Common Shares until such requirements are
satisfied. The Employee may elect (i) to have Common Shares otherwise issuable
under this Agreement withheld by GLR, or (ii) to deliver to GLR previously
acquired Common Shares, in each case have a Fair Market Value sufficient to
satisfy all or part of the Employee's (or other Common Shares recipient's)
estimated total federal, state and local tax obligation associated with the
transaction.
9. PREMATURE DISPOSITION. If Employee disposes of Common Shares acquired
on the exercise of the Incentive Stock Options by sale or exchange either within
two (2) years after the date of the grant, or within one (1) year after the
acquisition of such Common Shares, Employee shall notify GLR of such disposition
and of the amount realized upon such disposition.
10. SUCCESSORS AND ASSIGNS. The Option shall be binding in accordance with
its terms upon any successors of GLR and upon the heirs, executors,
administrators and successors of Employee.
11. GOVERNING LAW. This Agreement and the Option shall be governed by and
construed in accordance with the laws of the State of Illinois relating to
contracts made and to be performed in that State.
IN WITNESS WHEREOF, GLR and Employee have executed this Agreement as of the
day and year first above written.
GREAT LAKES REIT
By:
-----------------------------------------------------------------
Its:
-----------------------------------------------------------------
EMPLOYEE
-----------------------------------