EXHIBIT 10.9
GREAT LAKES REIT
NON-QUALIFIED OPTION CERTIFICATE / INDEPENDENT TRUSTEE
This is to certify that on this 31st day of December, 1998, Great Lakes
REIT, a Maryland real estate investment trust (the "Company"), pursuant to the
amended and restated Great Lakes REIT Option Plan for Independent Trustees (the
"Plan"), hereby grants to Daniel E. Josephs (the "Trustee") an option to
purchase Five Thousand (5,000) common shares of beneficial interest, par value
$.01 per share ("Common Shares"), in the Company upon the terms and conditions
set forth herein. The Trustee and other individuals to whom an option or any
portion thereof has been granted or transferred hereunder may be referred to
herein as the "Optionholder" as necessary.
1. The purchase price, payable upon exercise of the option, shall be
Fifteen and 77.5/100 Dollars ($15.775) per share, subject to adjustment as
provided in paragraph 6 below.
2. The exercise of the option shall be subject to the following
conditions:
(a) The option shall become exercisable with respect to the total
number of shares subject to the option immediately after the date of the grant.
The Board administering the Plan may in its discretion accelerate the
exercisability of the option subject to such terms and conditions as it deems
necessary and appropriate. All or any part of the shares with respect to which
the right to purchase has accrued may be purchased at the time of such accrual
or at any time or times thereafter during the option period.
(b) The option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
either in cash or by check or by Common Shares or by a combination of such
methods of payment. At the time of any exercise of the option, the Company may,
if it shall determine it necessary or desirable for any reason, require the
Optionholder (or his heirs, legatees or legal representative, as the case may
be) as a condition upon the exercise thereof, to deliver to the Company a
written representation of present intention to purchase the shares for
investment and not for distribution. In the event such representation is
required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Optionholder upon his exercise of part or all of
the option and a stop transfer order may be placed with the Company's transfer
agent. The option shall also be subject to the requirement that, if at any time
the Company determines, in its discretion, that the listing, registration or
qualification of the shares subject to the option upon any securities exchange
or under any state or Federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issue or purchase of 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 Company.
3. The term of the option is ten (10) years, but is subject to earlier
expiration as provided in paragraph 5. The option thus is not exercisable to
any extent after the expiration of
ten (10) years from the date of this option certificate, or after any earlier
expiration date that may be applicable under the terms of paragraph 5, unless
the Board extends the term of the option for such additional period as the
Board, in its discretion, determines, provided that in no event shall the
aggregate option period, including the original term of the option and any
extensions thereof, exceed ten (10) years.
4. The options shall not be transferable except: (i) to an Independent
Trustee's employer or an affiliate of such employer, (ii) to one or more trusts
established solely for the benefit of one or more members of the Independent
Trustee's family or to one or more partnerships in which the only partners are
members of the Independent Trustee's family or (iii) by will or the laws of
descent and distribution. An Independent Trustee 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 or in the Plan.
5. In the event the Trustee is removed by a vote of the shareholders "for
cause" under the Company's Amended and Restated Declaration of Trust and Bylaws
the term of any option granted hereunder shall toll, and all rights to purchase
shares pursuant thereto must be exercised within six months from the termination
date.
6. The number of shares subject to the option shall be adjusted as
follows: (a) in the event that the Company's outstanding number of Common Shares
is changed by any share dividend, share split or combination of shares, the
number of shares subject to the option shall be proportionately adjusted; (b) in
the event of any merger, consolidation or reorganization of the Company with any
other trust, corporation or corporations, there shall be substituted on an
equitable basis as determined by the Board for each Common Share then subject to
the option, the number and kind of shares of stock or other securities to which
the holders of beneficial interest of the Company will be entitled pursuant to
the transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Board shall provide for an equitable
adjustment in the number of shares of beneficial interest then subject to the
option. In the event of such adjustment, the purchase price per share shall be
proportionately adjusted.
7. Notwithstanding any other provisions in the Plan, during the period of
thirty (30) days after any "change in control," each Optionholder shall have the
right to require the Company to purchase from him any option granted under the
Plan and held by him at a purchase price equal to (a) the excess of the "Fair
Market Value" (as defined in the Plan) per share over the option price (b)
multiplied by the number of option shares specified by him for purchase in a
written notice to the Company, attention of the Secretary. The amount payable
to each Optionholder by the Company shall be in cash or by certified check and
shall be reduced by any taxes required to be withheld.
8. The granting of this option shall not modify in any way the terms and
conditions of the Trustee Agreement (if any).
9. The Optionholder(s) shall not have any rights of shareholders with
respect to the shares of beneficial interest subject to the option until such
shares of beneficial interest are actually issued upon exercise of the option.
IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized officer of the Company on the date above written.
Great Lakes REIT
By: , Secretary
---------------------------
Richard L. Rasley
GREAT LAKES REIT
NON-QUALIFIED OPTION CERTIFICATE / INDEPENDENT TRUSTEE
This is to certify that on this 31st day of December, 1998, Great Lakes
REIT, a Maryland real estate investment trust (the "Company"), pursuant to the
amended and restated Great Lakes REIT Option Plan for Independent Trustees (the
"Plan"), hereby grants to Daniel P. Kearney (the "Trustee") an option to
purchase Five Thousand (5,000) common shares of beneficial interest, par value
$.01 per share ("Common Shares"), in the Company upon the terms and conditions
set forth herein. The Trustee and other individuals to whom an option or any
portion thereof has been granted or transferred hereunder may be referred to
herein as the "Optionholder" as necessary.
1. The purchase price, payable upon exercise of the option, shall be
Fifteen and 77.5/100 Dollars ($15.775) per share, subject to adjustment as
provided in paragraph 6 below.
2. The exercise of the option shall be subject to the following
conditions:
(a) The option shall become exercisable with respect to the total
number of shares subject to the option immediately after the date of the grant.
The Board administering the Plan may in its discretion accelerate the
exercisability of the option subject to such terms and conditions as it deems
necessary and appropriate. All or any part of the shares with respect to which
the right to purchase has accrued may be purchased at the time of such accrual
or at any time or times thereafter during the option period.
(b) The option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
either in cash or by check or by Common Shares or by a combination of such
methods of payment. At the time of any exercise of the option, the Company may,
if it shall determine it necessary or desirable for any reason, require the
Optionholder (or his heirs, legatees or legal representative, as the case may
be) as a condition upon the exercise thereof, to deliver to the Company a
written representation of present intention to purchase the shares for
investment and not for distribution. In the event such representation is
required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Optionholder upon his exercise of part or all of
the option and a stop transfer order may be placed with the Company's transfer
agent. The option shall also be subject to the requirement that, if at any time
the Company determines, in its discretion, that the listing, registration or
qualification of the shares subject to the option upon any securities exchange
or under any state or Federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issue or purchase of 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 Company.
3. The term of the option is ten (10) years, but is subject to earlier
expiration as provided in paragraph 5. The option thus is not exercisable to
any extent after the expiration of ten (10) years from the date of this option
certificate, or after any earlier expiration date that may
be applicable under the terms of paragraph 5, unless the Board extends the term
of the option for such additional period as the Board, in its discretion,
determines, provided that in no event shall the aggregate option period,
including the original term of the option and any extensions thereof, exceed ten
(10) years.
4. The options shall not be transferable except: (i) to an Independent
Trustee's employer or an affiliate of such employer, (ii) to one or more trusts
established solely for the benefit of one or more members of the Independent
Trustee's family or to one or more partnerships in which the only partners are
members of the Independent Trustee's family or (iii) by will or the laws of
descent and distribution. An Independent Trustee 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 or in the Plan.
5. In the event the Trustee is removed by a vote of the shareholders "for
cause" under the Company's Amended and Restated Declaration of Trust and Bylaws
the term of any option granted hereunder shall toll, and all rights to purchase
shares pursuant thereto must be exercised within six months from the termination
date.
6. The number of shares subject to the option shall be adjusted as
follows: (a) in the event that the Company's outstanding number of Common Shares
is changed by any share dividend, share split or combination of shares, the
number of shares subject to the option shall be proportionately adjusted; (b) in
the event of any merger, consolidation or reorganization of the Company with any
other trust, corporation or corporations, there shall be substituted on an
equitable basis as determined by the Board for each Common Share then subject to
the option, the number and kind of shares of stock or other securities to which
the holders of beneficial interest of the Company will be entitled pursuant to
the transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Board shall provide for an equitable
adjustment in the number of shares of beneficial interest then subject to the
option. In the event of such adjustment, the purchase price per share shall be
proportionately adjusted.
7. Notwithstanding any other provisions in the Plan, during the period of
thirty (30) days after any "change in control," each Optionholder shall have the
right to require the Company to purchase from him any option granted under the
Plan and held by him at a purchase price equal to (a) the excess of the "Fair
Market Value" (as defined in the Plan) per share over the option price (b)
multiplied by the number of option shares specified by him for purchase in a
written notice to the Company, attention of the Secretary. The amount payable
to each Optionholder by the Company shall be in cash or by certified check and
shall be reduced by any taxes required to be withheld.
8. The granting of this option shall not modify in any way the terms and
conditions of the Trustee Agreement (if any).
9. The Optionholder(s) shall not have any rights of shareholders with
respect to the shares of beneficial interest subject to the option until such
shares of beneficial interest are actually issued upon exercise of the option.
IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized officer of the Company on the date above written.
Great Lakes REIT
By: , Secretary
--------------------------
Richard L. Rasley
GREAT LAKES REIT
NON-QUALIFIED OPTION CERTIFICATE / INDEPENDENT TRUSTEE
This is to certify that on this 31st day of December, 1998, Great Lakes
REIT, a Maryland real estate investment trust (the "Company"), pursuant to the
amended and restated Great Lakes REIT Option Plan for Independent Trustees (the
"Plan"), hereby grants to Edward Lowenthal (the "Trustee") an option to purchase
Five Thousand (5,000) common shares of beneficial interest, par value $.01 per
share ("Common Shares"), in the Company upon the terms and conditions set forth
herein. The Trustee and other individuals to whom an option or any portion
thereof has been granted or transferred hereunder may be referred to herein as
the "Optionholder" as necessary.
1. The purchase price, payable upon exercise of the option, shall be
Fifteen and 77.5/100 Dollars ($15.775) per share, subject to adjustment as
provided in paragraph 6 below.
2. The exercise of the option shall be subject to the following
conditions:
(a) The option shall become exercisable with respect to the total
number of shares subject to the option immediately after the date of the grant.
The Board administering the Plan may in its discretion accelerate the
exercisability of the option subject to such terms and conditions as it deems
necessary and appropriate. All or any part of the shares with respect to which
the right to purchase has accrued may be purchased at the time of such accrual
or at any time or times thereafter during the option period.
(b) The option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
either in cash or by check or by Common Shares or by a combination of such
methods of payment. At the time of any exercise of the option, the Company may,
if it shall determine it necessary or desirable for any reason, require the
Optionholder (or his heirs, legatees or legal representative, as the case may
be) as a condition upon the exercise thereof, to deliver to the Company a
written representation of present intention to purchase the shares for
investment and not for distribution. In the event such representation is
required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Optionholder upon his exercise of part or all of
the option and a stop transfer order may be placed with the Company's transfer
agent. The option shall also be subject to the requirement that, if at any time
the Company determines, in its discretion, that the listing, registration or
qualification of the shares subject to the option upon any securities exchange
or under any state or Federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issue or purchase of 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 Company.
3. The term of the option is ten (10) years, but is subject to earlier
expiration as provided in paragraph 5. The option thus is not exercisable to
any extent after the expiration of ten (10) years from the date of this option
certificate, or after any earlier expiration date that may
be applicable under the terms of paragraph 5, unless the Board extends the term
of the option for such additional period as the Board, in its discretion,
determines, provided that in no event shall the aggregate option period,
including the original term of the option and any extensions thereof, exceed ten
(10) years.
4. The options shall not be transferable except: (i) to an Independent
Trustee's employer or an affiliate of such employer, (ii) to one or more trusts
established solely for the benefit of one or more members of the Independent
Trustee's family or to one or more partnerships in which the only partners are
members of the Independent Trustee's family or (iii) by will or the laws of
descent and distribution. An Independent Trustee 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 or in the Plan.
5. In the event the Trustee is removed by a vote of the shareholders "for
cause" under the Company's Amended and Restated Declaration of Trust and Bylaws
the term of any option granted hereunder shall toll, and all rights to purchase
shares pursuant thereto must be exercised within six months from the termination
date.
6. The number of shares subject to the option shall be adjusted as
follows: (a) in the event that the Company's outstanding number of Common Shares
is changed by any share dividend, share split or combination of shares, the
number of shares subject to the option shall be proportionately adjusted; (b) in
the event of any merger, consolidation or reorganization of the Company with any
other trust, corporation or corporations, there shall be substituted on an
equitable basis as determined by the Board for each Common Share then subject to
the option, the number and kind of shares of stock or other securities to which
the holders of beneficial interest of the Company will be entitled pursuant to
the transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Board shall provide for an equitable
adjustment in the number of shares of beneficial interest then subject to the
option. In the event of such adjustment, the purchase price per share shall be
proportionately adjusted.
7. Notwithstanding any other provisions in the Plan, during the period of
thirty (30) days after any "change in control," each Optionholder shall have the
right to require the Company to purchase from him any option granted under the
Plan and held by him at a purchase price equal to (a) the excess of the "Fair
Market Value" (as defined in the Plan) per share over the option price (b)
multiplied by the number of option shares specified by him for purchase in a
written notice to the Company, attention of the Secretary. The amount payable
to each Optionholder by the Company shall be in cash or by certified check and
shall be reduced by any taxes required to be withheld.
8. The granting of this option shall not modify in any way the terms and
conditions of the Trustee Agreement (if any).
9. The Optionholder(s) shall not have any rights of shareholders with
respect to the shares of beneficial interest subject to the option until such
shares of beneficial interest are actually issued upon exercise of the option.
IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized officer of the Company on the date above written.
Great Lakes REIT
By: , Secretary
--------------------------
Richard L. Rasley
GREAT LAKES REIT
NON-QUALIFIED OPTION CERTIFICATE / INDEPENDENT TRUSTEE
This is to certify that on this 31st day of December, 1998, Great Lakes
REIT, a Maryland real estate investment trust (the "Company"), pursuant to the
amended and restated Great Lakes REIT Option Plan for Independent Trustees (the
"Plan"), hereby grants to Donald E. Phillips (the "Trustee") an option to
purchase Five Thousand (5,000) common shares of beneficial interest, par value
$.01 per share ("Common Shares"), in the Company upon the terms and conditions
set forth herein. The Trustee and other individuals to whom an option or any
portion thereof has been granted or transferred hereunder may be referred to
herein as the "Optionholder" as necessary.
1. The purchase price, payable upon exercise of the option, shall be
Fifteen and 77.5/100 Dollars ($15.775) per share, subject to adjustment as
provided in paragraph 6 below.
2. The exercise of the option shall be subject to the following
conditions:
(a) The option shall become exercisable with respect to the total
number of shares subject to the option immediately after the date of the grant.
The Board administering the Plan may in its discretion accelerate the
exercisability of the option subject to such terms and conditions as it deems
necessary and appropriate. All or any part of the shares with respect to which
the right to purchase has accrued may be purchased at the time of such accrual
or at any time or times thereafter during the option period.
(b) The option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
either in cash or by check or by Common Shares or by a combination of such
methods of payment. At the time of any exercise of the option, the Company may,
if it shall determine it necessary or desirable for any reason, require the
Optionholder (or his heirs, legatees or legal representative, as the case may
be) as a condition upon the exercise thereof, to deliver to the Company a
written representation of present intention to purchase the shares for
investment and not for distribution. In the event such representation is
required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Optionholder upon his exercise of part or all of
the option and a stop transfer order may be placed with the Company's transfer
agent. The option shall also be subject to the requirement that, if at any time
the Company determines, in its discretion, that the listing, registration or
qualification of the shares subject to the option upon any securities exchange
or under any state or Federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issue or purchase of 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 Company.
3. The term of the option is ten (10) years, but is subject to earlier
expiration as provided in paragraph 5. The option thus is not exercisable to
any extent after the expiration of ten (10) years from the date of this option
certificate, or after any earlier expiration date that may
be applicable under the terms of paragraph 5, unless the Board extends the term
of the option for such additional period as the Board, in its discretion,
determines, provided that in no event shall the aggregate option period,
including the original term of the option and any extensions thereof, exceed ten
(10) years.
4. The options shall not be transferable except: (i) to an Independent
Trustee's employer or an affiliate of such employer, (ii) to one or more trusts
established solely for the benefit of one or more members of the Independent
Trustee's family or to one or more partnerships in which the only partners are
members of the Independent Trustee's family or (iii) by will or the laws of
descent and distribution. An Independent Trustee 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 or in the Plan.
5. In the event the Trustee is removed by a vote of the shareholders "for
cause" under the Company's Amended and Restated Declaration of Trust and Bylaws
the term of any option granted hereunder shall toll, and all rights to purchase
shares pursuant thereto must be exercised within six months from the termination
date.
6. The number of shares subject to the option shall be adjusted as
follows: (a) in the event that the Company's outstanding number of Common Shares
is changed by any share dividend, share split or combination of shares, the
number of shares subject to the option shall be proportionately adjusted; (b) in
the event of any merger, consolidation or reorganization of the Company with any
other trust, corporation or corporations, there shall be substituted on an
equitable basis as determined by the Board for each Common Share then subject to
the option, the number and kind of shares of stock or other securities to which
the holders of beneficial interest of the Company will be entitled pursuant to
the transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Board shall provide for an equitable
adjustment in the number of shares of beneficial interest then subject to the
option. In the event of such adjustment, the purchase price per share shall be
proportionately adjusted.
7. Notwithstanding any other provisions in the Plan, during the period of
thirty (30) days after any "change in control," each Optionholder shall have the
right to require the Company to purchase from him any option granted under the
Plan and held by him at a purchase price equal to (a) the excess of the "Fair
Market Value" (as defined in the Plan) per share over the option price (b)
multiplied by the number of option shares specified by him for purchase in a
written notice to the Company, attention of the Secretary. The amount payable
to each Optionholder by the Company shall be in cash or by certified check and
shall be reduced by any taxes required to be withheld.
8. The granting of this option shall not modify in any way the terms and
conditions of the Trustee Agreement (if any).
9. The Optionholder(s) shall not have any rights of shareholders with
respect to the shares of beneficial interest subject to the option until such
shares of beneficial interest are actually issued upon exercise of the option.
IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized officer of the Company on the date above written.
Great Lakes REIT
By: , Secretary
--------------------------
Richard L. Rasley
GREAT LAKES REIT
NON-QUALIFIED OPTION CERTIFICATE / INDEPENDENT TRUSTEE
This is to certify that on this 31st day of December, 1998, Great Lakes
REIT, a Maryland real estate investment trust (the "Company"), pursuant to the
amended and restated Great Lakes REIT Option Plan for Independent Trustees (the
"Plan"), hereby grants to ______________ (the "Trustee") an option to purchase
Five Thousand (5,000) common shares of beneficial interest, par value $.01 per
share ("Common Shares"), in the Company upon the terms and conditions set forth
herein. The Trustee and other individuals to whom an option or any portion
thereof has been granted or transferred hereunder may be referred to herein as
the "Optionholder" as necessary.
1. The purchase price, payable upon exercise of the option, shall be
Fifteen and 77.5/100 Dollars ($15.775) per share, subject to adjustment as
provided in paragraph 6 below.
2. The exercise of the option shall be subject to the following
conditions:
(a) The option shall become exercisable with respect to the total
number of shares subject to the option immediately after the date of the grant.
The Board administering the Plan may in its discretion accelerate the
exercisability of the option subject to such terms and conditions as it deems
necessary and appropriate. All or any part of the shares with respect to which
the right to purchase has accrued may be purchased at the time of such accrual
or at any time or times thereafter during the option period.
(b) The option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
either in cash or by check or by Common Shares or by a combination of such
methods of payment. At the time of any exercise of the option, the Company may,
if it shall determine it necessary or desirable for any reason, require the
Optionholder (or his heirs, legatees or legal representative, as the case may
be) as a condition upon the exercise thereof, to deliver to the Company a
written representation of present intention to purchase the shares for
investment and not for distribution. In the event such representation is
required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Optionholder upon his exercise of part or all of
the option and a stop transfer order may be placed with the Company's transfer
agent. The option shall also be subject to the requirement that, if at any time
the Company determines, in its discretion, that the listing, registration or
qualification of the shares subject to the option upon any securities exchange
or under any state or Federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issue or purchase of 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 Company.
3. The term of the option is ten (10) years, but is subject to earlier
expiration as provided in paragraph 5. The option thus is not exercisable to
any extent after the expiration of ten (10) years from the date of this option
certificate, or after any earlier expiration date that may
be applicable under the terms of paragraph 5, unless the Board extends the term
of the option for such additional period as the Board, in its discretion,
determines, provided that in no event shall the aggregate option period,
including the original term of the option and any extensions thereof, exceed ten
(10) years.
4. The options shall not be transferable except: (i) to an Independent
Trustee's employer or an affiliate of such employer, (ii) to one or more trusts
established solely for the benefit of one or more members of the Independent
Trustee's family or to one or more partnerships in which the only partners are
members of the Independent Trustee's family or (iii) by will or the laws of
descent and distribution. An Independent Trustee 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 or in the Plan.
5. In the event the Trustee is removed by a vote of the shareholders "for
cause" under the Company's Amended and Restated Declaration of Trust and Bylaws
the term of any option granted hereunder shall toll, and all rights to purchase
shares pursuant thereto must be exercised within six months from the termination
date.
6. The number of shares subject to the option shall be adjusted as
follows: (a) in the event that the Company's outstanding number of Common Shares
is changed by any share dividend, share split or combination of shares, the
number of shares subject to the option shall be proportionately adjusted; (b) in
the event of any merger, consolidation or reorganization of the Company with any
other trust, corporation or corporations, there shall be substituted on an
equitable basis as determined by the Board for each Common Share then subject to
the option, the number and kind of shares of stock or other securities to which
the holders of beneficial interest of the Company will be entitled pursuant to
the transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Board shall provide for an equitable
adjustment in the number of shares of beneficial interest then subject to the
option. In the event of such adjustment, the purchase price per share shall be
proportionately adjusted.
7. Notwithstanding any other provisions in the Plan, during the period of
thirty (30) days after any "change in control," each Optionholder shall have the
right to require the Company to purchase from him any option granted under the
Plan and held by him at a purchase price equal to (a) the excess of the "Fair
Market Value" (as defined in the Plan) per share over the option price (b)
multiplied by the number of option shares specified by him for purchase in a
written notice to the Company, attention of the Secretary. The amount payable
to each Optionholder by the Company shall be in cash or by certified check and
shall be reduced by any taxes required to be withheld.
8. The granting of this option shall not modify in any way the terms and
conditions of the Trustee Agreement (if any).
9. The Optionholder(s) shall not have any rights of shareholders with
respect to the shares of beneficial interest subject to the option until such
shares of beneficial interest are actually issued upon exercise of the option.
IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized officer of the Company on the date above written.
Great Lakes REIT
By: , Secretary
--------------------------
Richard L. Rasley