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Restricted Share Plan
Restricted Share Plan (26K)
Doc #177134: Click preview link for longer preview.
CHARTERMAC
RESTRICTED SHARE PLAN
SECTION 1
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
"Administrator" means the Board or the Committee; whichever shall be
administering the Plan from time to time in the discretion of the Board, as
described in Section 3 of this Plan.
"Award" means any award of Restricted Shares made pursuant to Section
6 of this Plan.
"Award Agreement" means any written document setting forth the terms
and conditions of an Award, as prescribed by the Administrator.
"Board" means the Board of Trustees of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee appointed by the Board in accordance
with Section 3 of this Plan.
"Company" means CharterMac, a Delaware statutory trust.
"Effective Date" means the date of the consummation of the
transactions contemplated by the Contribution Agreement, dated December 17,
2002, between CharterMac Capital Company, LLC, the Related Companies, LP and
other contributors defined therein.
"Employee" means an individual who is employed (within the meaning of
Section 3401 of the Code and the Treasury Regulations thereunder) by the Company
or any Subsidiary other than Stephen M. Ross, Stuart J. Boesky, Alan P. Hirmes,
Marc D. Schnitzer and Denise L. Kiley.
"Entity" means a corporation, limited liability company, partnership
or trust.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value of Shares" shall mean (i) if the Shares are not
publicly traded on the day in question, the closing price of the Shares on the
prior trading day or the next trading day (whichever is closest in time to the
day in question), provided that such date is no more than five (5) days from the
date the Award is granted, (ii) if the Shares are not publicly traded on the day
in question and (i) above does not apply, the fair market value of the Shares on
the day in question as determined and set forth in writing by the Administrator
(which, in making such determination, shall make a good faith effort to
establish the true fair market value of the Shares as of such date using such
methods as it deems appropriate, including independent appraisals, and taking
into consideration any requirements set forth in the Code or the Treasury
Regulations thereunder), or (ii) if the Shares are publicly traded on the day in
question, the closing price of the Shares on the day in question. The closing
price shall be the average of the highest and lowest quoted selling prices on
the American Stock Exchange or, if the Shares are not listed or admitted to
trading on such Exchange, on the principal national securities exchange on which
the Shares are listed or admitted to trading or, if not listed or admitted to
trading on any national securities exchange, as reported by the NASDAQ Stock
Market's National Market on the day in question, or if the
{PAGE}
Shares are not listed or admitted to trading on any national securities exchange
or reported by the NASDAQ Stock Market's National Market, the closing price of
the Shares shall be the average of the highest and lowest quoted selling prices
as reported by The Wall Street Journal for the over-the-counter market on the
day in question.
"Participant" means any holder of one or more Awards, or the Shares
issuable or issued upon the vesting of Awards, pursuant to the Plan.
"Plan" means the CharterMac Restricted Share Plan, the terms of which
are set forth herein.
"Restricted Shares" means Shares subject to restrictions imposed
pursuant to Section 6.2 of this Plan.
"Share" or "Shares" means Common Shares of beneficial interest in the
Company, or, in the event that the outstanding Shares are hereafter changed into
or exchanged for different shares or securities of the Company or some other
entity, such other shares or securities.
"Subsidiary" means a current or future Entity in an unbroken chain of
Entities ending with the Company if, at the time of granting of an award, each
of such Entities owns securities possessing fifty-percent or more of the total
combined voting power in at least one of the other Entities in such chain.
"Trustee" means a member of the Board of Trustees of the Company.
SECTION 2
THE PLAN
2.1 Name. This Plan shall be known as the "CharterMac Restricted Share
Plan."
2.2 Purpose. The purpose of this Plan is to advance the interests of the
Company and its shareholders by affording Employees an opportunity to acquire or
increase their proprietary interest in the Company by the grant to such
individuals of Awards under the terms set forth herein.
SECTION 3
ADMINISTRATION
3.1 Administration. This Plan shall be administered, in the discretion of
the Board from time to time, by the Board or by the Committee acting as the
Administrator. The Committee shall be appointed by the Board, in a manner
consistent with the Company's By-laws, and shall consist of two (2) or more
Trustees and, if required for compliance with Section 16 of the Exchange Act,
each of whom is a non-employee director within the meaning of Rule 16(b)-3 of
the Exchange Act and, if required for compliance with Section 162(m) of the
Code, each of whom is an outside director within the meaning of that section and
the Treasury Regulations thereunder. The Board may from time to time remove
members from, or add members to, the Committee. The Board shall fill vacancies
on the Committee however caused. The Board may appoint one (1) of the members of
the Committee as Chairman. The Administrator shall hold meetings at such times
and places as it may determine. Acts of a majority of the Administrator at which
a quorum is present, or acts reduced to or approved in writing by the unanimous
consent of the members of the Administrator, shall be the valid acts of the
Administrator.
3.2 Duties. The Administrator shall from time to time at its discretion
determine the Employees who are to be granted Awards, the terms of any Awards,
and the number of Shares to be
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CharterMac
As referenced in this Restricted Share Plan:
CHARTERMAC
–
{DOCUMENT}
{TYPE}EX-4
{SEQUENCE}7
{FILENAME}ex4-2.txt
{DESCRIPTION}EX. 4.2 - RESTRICTED SHARE PLAN
{TEXT}
Exhibit 4.2
CHARTERMAC
RESTRICTED SHARE PLAN
SECTION 1
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly
_____________
CharterMac, – Code of 1986, as amended.
"Committee" means the committee appointed by the Board in accordance
with Section 3 of this Plan.
"Company" means CharterMac, a Delaware statutory trust.
"Effective Date" means the date of the consummation of the
transactions contemplated by the Contribution Agreement, dated December
_____________
CharterMac – statutory trust.
"Effective Date" means the date of the consummation of the
transactions contemplated by the Contribution Agreement, dated December 17,
2002, between CharterMac Capital Company, LLC, the Related Companies, LP and
other contributors defined therein.
"Employee" means an individual who is employed (within the meaning of
_____________
CharterMac – of one or more Awards, or the Shares
issuable or issued upon the vesting of Awards, pursuant to the Plan.
"Plan" means the CharterMac Restricted Share Plan, the terms of which
are set forth herein.
"Restricted Shares" means Shares subject to restrictions imposed
pursuant to Section 6.
_____________
"CharterMac – member of the Board of Trustees of the Company.
SECTION 2
THE PLAN
2.1 Name. This Plan shall be known as the "CharterMac Restricted Share
Plan."
2.2 Purpose. The purpose of this Plan is to advance the interests of the
Company and its shareholders
_____________
dt 234933
;
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CharterMac
As referenced in this Restricted Share Plan:
CHARTERMAC
–
{DOCUMENT}
{TYPE}EX-4
{SEQUENCE}7
{FILENAME}ex4-2.txt
{DESCRIPTION}EX. 4.2 - RESTRICTED SHARE PLAN
{TEXT}
Exhibit 4.2
CHARTERMAC
RESTRICTED SHARE PLAN
SECTION 1
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly
_____________
CharterMac, – Code of 1986, as amended.
"Committee" means the committee appointed by the Board in accordance
with Section 3 of this Plan.
"Company" means CharterMac, a Delaware statutory trust.
"Effective Date" means the date of the consummation of the
transactions contemplated by the Contribution Agreement, dated December
_____________
CharterMac – statutory trust.
"Effective Date" means the date of the consummation of the
transactions contemplated by the Contribution Agreement, dated December 17,
2002, between CharterMac Capital Company, LLC, the Related Companies, LP and
other contributors defined therein.
"Employee" means an individual who is employed (within the meaning of
_____________
CharterMac – of one or more Awards, or the Shares
issuable or issued upon the vesting of Awards, pursuant to the Plan.
"Plan" means the CharterMac Restricted Share Plan, the terms of which
are set forth herein.
"Restricted Shares" means Shares subject to restrictions imposed
pursuant to Section 6.
_____________
"CharterMac – member of the Board of Trustees of the Company.
SECTION 2
THE PLAN
2.1 Name. This Plan shall be known as the "CharterMac Restricted Share
Plan."
2.2 Purpose. The purpose of this Plan is to advance the interests of the
Company and its shareholders
_____________
dt 234933
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Full Doc
| 2002 |
Omnibus Share Plan [2002]
Omnibus Share Plan [2002] (13K)
Doc #259830: Click preview link for longer preview.
VORNADO REALTY TRUST 2002 OMNIBUS SHARE PLAN
1. PURPOSE. The purpose of the 2002 Omnibus Share Plan of Vornado Realty
Trust (the "Plan") is to promote the financial interests of Vornado Realty Trust
(the "Trust"), including its growth and performance, by encouraging employees of
the Trust and its subsidiaries, including officers (together, the "Employees"),
its non-employee trustees of the Trust and non-employee directors of its
subsidiaries (together, the "Non-Employee Trustees"), and certain non-employee
advisors and consultants that provide bona fide services to the Trust or its
subsidiaries (together, the "Consultants") to acquire an ownership position in
the Trust, enhancing the ability of the Trust and its subsidiaries to attract
and retain Employees, Non-Employee Trustees and Consultants of outstanding
ability, and providing Employees, Non-Employee Trustees and Consultants with a
way to acquire or increase their proprietary interest in the Trust's success.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 14, the number of common shares, par value $.04, of beneficial interest
in the Trust (the "Shares") which shall be available for the grant of awards
under the Plan shall not exceed 10,000,000. No Participant (as defined in
Section 3) shall be granted stock options and stock appreciation rights with
respect to more than an aggregate number of 10,000,000 Shares, subject to
adjustment as provided in Article 14. The Shares issued under the Plan may be
authorized and unissued Shares or treasury Shares, as the Trust may from time to
time determine.
Shares subject to an award that expires unexercised, that is forfeited,
terminated or cancelled, in whole or in part, or is paid in cash in lieu of
Shares, shall thereafter again be available for grant under the Plan.
3. ADMINISTRATION. With respect to Employees and Consultants, the Plan
shall be administered by the Compensation Committee (the "Committee") of the
Trustees of the Trust. A majority of the Committee shall constitute a quorum,
and the acts of a majority shall be the acts of the Committee. With respect to
Non-Employee Trustees, the Plan shall be administered by the Board of Trustees.
Subject to the provisions of the Plan, the Committee shall select the
Employees and Consultants who will be participants in the Plan and the Board of
Trustees shall select the Non-Employee Trustees who will be participants in the
Plan (together, the "Participants"). Each of the Committee and the Board of
Trustees, respectively, shall (i) determine the type of awards to be made to
Participants, determine the Shares or share units subject to awards, and (ii)
shall have the authority to interpret the Plan, to establish, amend, and rescind
any rules and regulations relating to the Plan, to determine the terms and
provisions of any agreements entered into hereunder, and to make all other
determinations necessary or advisable for the administration of the Plan. Each
of the Committee and the Board of Trustees, respectively, may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any
award in the manner and to the extent it shall deem desirable to carry it into
effect. The determinations of the Committee and the Board of Trustees in their
respective administration of the Plan, as described herein, shall be final and
conclusive. If the there is an inconsistency between the determinations of the
Committee and of the Board of Trustees, the determinations by the Board of
Trustees shall be final and conclusive.
4. ELIGIBILITY. All Employees who have demonstrated significant management
potential or who have the capacity for contributing in a substantial measure to
the successful performance of the Trust, as determined by the Committee, and
Consultants, as determined by the Committee, are eligible to be Participants in
the Plan. Non-Employee Trustees are also eligible Participants under the Plan,
as determined by the Board of Trustees.
5. AWARDS. Awards under the Plan may consist of the following: stock
options (either incentive stock options within the meaning of Section 422 of the
Internal Revenue Code or non-qualified stock options), stock appreciation
rights, performance shares, or grants of restricted stock. Awards of performance
shares and restricted stock may provide the Participant with dividends or
dividend equivalents and voting rights prior to vesting (whether based on a
period of time or based on attainment of specified performance conditions).
259830
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Vornado Realty
As referenced in this Omnibus Share Plan [2002]:
VORNADO REALTY TRUST – {DOCUMENT}
{TYPE}EX-4.2
{SEQUENCE}3
{FILENAME}y66607exv4w2.txt
{DESCRIPTION}2002 OMNIBUS SHARE PLAN
{TEXT}
{PAGE}
EXHIBIT 4.2
VORNADO REALTY TRUST 2002 OMNIBUS SHARE PLAN
1. PURPOSE. The purpose of the 2002 Omnibus Share Plan of Vornado Realty
Trust (the "Plan") is to promote
_____________
Vornado Realty
Trust – TEXT}
{PAGE}
EXHIBIT 4.2
VORNADO REALTY TRUST 2002 OMNIBUS SHARE PLAN
1. PURPOSE. The purpose of the 2002 Omnibus Share Plan of Vornado Realty
Trust (the "Plan") is to promote the financial interests of Vornado Realty Trust
(the "Trust"), including its growth and performance, by encouraging employees
_____________
Vornado Realty Trust
– 1. PURPOSE. The purpose of the 2002 Omnibus Share Plan of Vornado Realty
Trust (the "Plan") is to promote the financial interests of Vornado Realty Trust
(the "Trust"), including its growth and performance, by encouraging employees of
the Trust and its subsidiaries, including officers (together, the "Employees"),
its
_____________
dt 133799
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