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Participation Agreement
Participation Agreement (291K)
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================================================================================
Participation Agreement
Dated as of May 23, 2003
Among
Bank of America, N.A., as Lessee,
First States Investors 3500, LLC, as Owner Participant,
U.S. Bank National Association,
a national banking association (as successor to State Street Bank
and Trust Company of Connecticut, National Association), not in its
individual capacity, but solely as Owner Trustee under the
Amended and Restated Trust Agreement (1997-D)
dated as of May 23, 2003,
and Lessor, and Patrick E. Thebado as Co-Trustee and Lessor
First States Group, L.P., as Recourse Guarantor,
and
Wells Fargo Bank Northwest, National Association,
as Indenture Trustee and Pass Through Trustee
----------
Office Buildings Located in the
Southeastern United States
================================================================================
{PAGE}
Table of Contents
{TABLE}
{CAPTION}
Section Heading Page
------- ------- ----
{S} {C} {C}
Article I Definitions.............................................................1
Article II Lease...................................................................1
Section 2.1. Agreement to Lease......................................................1
Section 2.2. Participation and Purchase..............................................1
Section 2.3. Closing.................................................................2
Section 2.4. Postponement of Closing Date............................................2
Section 2.5. Return of Funds.........................................................2
Article III Conditions Precedent to Closing.........................................3
Section 3.1. Participation Conditions................................................3
Section 3.2. Lessee's Conditions.....................................................8
Article IV Representations and Warranties..........................................9
Section 4.1. Representations and Warranties of Lessee................................9
Section 4.2. Representations and Warranties of the Owner Participant................10
Section 4.3. Representations and Warranties of Indenture Trustee and Pass
Through Trustee.....................................................15
Section 4.4. Representations and Warranties of Trust Company........................16
Section 4.5. Representations and Warranties of the Recourse Guarantor...............17
Section 4.6. Representations and Warranties of the Lessor...........................19
Article V Covenants of Lessee....................................................21
Section 5.1. Merger, etc............................................................21
Section 5.2. Delivery of Documents..................................................22
Section 5.3. Additional Reports of Lessee...........................................23
Section 5.4. Further Assurance......................................................23
Section 5.5. Indenture..............................................................24
Section 5.6. Enforcement of Certain Warranties......................................26
Section 5.7. Change of Name or Location.............................................26
Section 5.8. Investigation by Governmental Authorities..............................27
Section 5.9. No Acquisition of Notes or Certificates................................27
Section 5.10. Redemption Premium Payable by Lessee...................................27
Section 5.11. Annual Rent Roll.......................................................27
Section 5.12. Amendments to Lease....................................................27
Section 5.13. Trustee Fees...........................................................27
Article VI Other Covenants and Agreements.........................................28
Section 6.1. Cooperation with Lessee................................................28
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C} {C}
Section 6.2. Closing Conditions.....................................................28
Section 6.3. No Bankruptcy Petition.................................................28
Section 6.4. Lessor Liens...........................................................28
Section 6.5. Further Assurances of Owner Participant................................30
Section 6.6. Prepayment.............................................................30
Section 6.7. Indebtedness...........................................................31
Section 6.8. Limit on Activities....................................................31
Section 6.9. No Subsidiaries........................................................31
Section 6.10. No Voluntary Bankruptcy................................................31
Section 6.11. Change of Name or Location.............................................31
Section 6.12. New Series of Certificates.............................................31
Section 6.13. Performance of Lease...................................................31
Section 6.14. Quiet Enjoyment........................................................32
Section 6.15. Redemption Premium Payable by Lessor...................................32
Section 6.16. Termination of Other Operative Documents...............................32
Section 6.17. Security Documents; Amendments.........................................32
Section 6.18. Lien Release...........................................................33
Section 6.19. Foreclosure Rights.....................................................33
Section 6.20. Lease Covenants........................................................33
Section 6.21. Subleases..............................................................34
Section 6.22. Certain Limitations in Reorganization..................................34
Section 6.23. Trust Issues...........................................................34
Section 6.24. Granting of Easements..................................................35
Section 6.26. Owner for Federal Tax Purposes.........................................36
Section 6.27. Special Purpose Company................................................36
Section 6.28. United States Person...................................................36
Section 6.29. Agreements of the Recourse Guarantor...................................36
Section 6.30. Further Assurances of Indenture Trustee................................38
Section 6.31. Change of Situs........................................................38
Section 6.32. Single Purpose Entity, Separateness....................................39
Section 6.33. Further Assurances; NAIC Filings.......................................42
Section 6.34. Insurance..............................................................43
Section 6.35. Operating Reserve......................................................43
Article VII Transfer of Interest...................................................45
Section 7.1. Restrictions on Transfer...............................................45
Section 7.2. Effect of Transfer.....................................................45
Section 7.3. Competitors of the Lessee..............................................45
Section 7.4. Transfer by Lessor or Owner Participant................................45
Section 7.5. Default................................................................48
Article VIII Indemnification........................................................48
Section 8.1. General Indemnification................................................48
Section 8.2. General Tax Indemnification............................................53
{/TABLE}
-ii-
{PAGE}
{TABLE}
{S} {C} {C}
Article IX Purchase Rights........................................................62
Section 9.1. Rights of First Offer..................................................62
Section 9.2. Purchase and Transfer of Offered Asset.................................63
Section 9.3. Purchase Options.......................................................64
Article X Debt Assumption; Refinancing...........................................65
Section 10.1. Assumption of Indebtedness.............................................65
Section 10.2. Refinancing............................................................66
Article XI Financing of Alterations...............................................67
Section 11.1. Financing of Alterations...............................................67
Article XII Miscellaneous..........................................................70
Section 12.1. Survival of Agreements.................................................70
Section 12.2. Concerning the Trust Company and the Co-Trustee........................70
Section 12.3. Notices................................................................70
Section 12.4. Counterparts...........................................................70
Section 12.5. Amendments.............................................................70
Section 12.6. Headings, etc..........................................................71
Section 12.7. Parties in Interest....................................................71
Section 12.8. Governing Law..........................................................71
Section 12.9. [Reserved].............................................................71
Section 12.10. Severability...........................................................71
Section 12.11. Jurisdiction...........................................................71
Section 12.12. Priority; Attornment...................................................72
{/TABLE}
Attachments to Participation Agreement:
Schedule I -- Description of Filings and Filing Locations
Exhibit A -- Description of Existing Subleases
Exhibit B -- Schedule of Original Lessor's Cost for the Properties
Exhibit C -- Schedule of Subleases with Non-Disturbance and Attornment
-iii-
{PAGE}
Participation Agreement dated as of May 23, 2003 among Bank of America,
N.A., a national banking association, as lessee (the "Lessee"), U.S. Bank
National Association, a national banking association (as successor to State
Street Bank and Trust Company of Connecticut, National Association), not in its
individual capacity, but solely as Owner Trustee under the Amended and Restated
Trust Agreement (1997-D) dated as of May 23, 2003 (the "Owner Trustee"), Patrick
E. Thebado, an individual, not in his individual capacity, except as expressly
provided herein, but solely as Co-Trustee under the Amended and Restated Trust
Agreement (1997-D) dated as of May , 2003 ("Co-Trustee"; the Owner Trustee as
--
the lessor of the Properties in states other than the Co-Trustee States and the
Co-Trustee as the lessor of the Properties in the Co-Trustee States, separately
or together, as applicable, as lessor (the "Lessor")); First States Investors
3500, LLC, a Delaware limited liability company, as Owner Participant (the
"Owner Participant"), First States Group, L.P., a Delaware limited partnership,
as recourse guarantor (the "Recourse Guarantor"), and Wells Fargo Bank
Northwest, National Association, a national banking association, not in its
individual capacity, except as expressly provided herein, but solely as
Indenture Trustee and Pass Through Trustee (in its capacity as indenture
trustee, the "Indenture Trustee," and in its capacity as pass through trustee,
the "Pass Through Trustee").
In consideration of the mutual agreements herein contained and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
Article I
Definitions
Unless the context shall otherwise require, capitalized terms used herein
shall have the meanings assigned thereto in Appendix A to the Lease Agreement,
dated as of the date hereof, between Lessor and Lessee, for all purposes hereof.
Article II
Lease
Section 2.1. Agreement to Lease. Subject to the terms and conditions of this
Agreement, on the Closing Date the Lessor, as owner of each of the Properties,
agrees to amend and restate the Original Leases pursuant to which the respective
lessors each leased an undivided interest in certain Properties to the Lessee,
into one Lease pursuant to which the Lessor will lease its entire fee interest
in the Properties to the Lessee pursuant to the terms and conditions of the
Lease.
Section 2.2. Participation and Purchase. (a) The Lessor desires to borrow
funds and, to secure the repayment of such borrowing, the Lessor will mortgage
the Properties as collateral security for such borrowings, and pledge and assign
the rental payments due and payable under the Lease. In order to provide for the
financing, the Lessor will authorize the issue and sale of
119125
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Allegiance
As referenced in this Participation Agreement:
Allegiance Telecom Inc – C} {C}
2 2060 Northlake Parkway Tucker GA 3PEAOU00 P'tree Outdoor Adv.& Turner Adv
5 100 South Charles Street Baltimore MD 3ALLTE00 Allegiance Telecom Inc
9 100 South Charles Street Baltimore MD 3DELTO00 Deloitte & Touche
11 100 South Charles Street Baltimore MD 3ELLTU00 Ellin & Tucker
16 100
_____________
dt 272956
;
AFRT
As referenced in this Participation Agreement:
AMERICAN FINANCIAL REALTY TRUST –
AMERICAN FINANCIAL REALTY TRUST
_____________
dt 1853712
;
|
 BofA
As referenced in this Participation Agreement:
Bank of America, – SEQUENCE}9
{PAGE}
Exhibit 10.36
================================================================================
Participation Agreement
Dated as of May 23, 2003
Among
Bank of America, N.A., as Lessee,
First States Investors 3500, LLC, as Owner Participant,
U.S.
Bank of America, – Non-Disturbance and Attornment
-iii-
{PAGE}
Participation Agreement dated as of May 23, 2003 among Bank of America,
N.A., a national banking association, as lessee (the "Lessee"), U.S. Bank
National
"Bank of America, – in each case with respect to
the Properties;
(e) the name of the Lessee is "Bank of America, N.A." The location of
the Lessee for the purpose of filing any financing
Bank of America, – it keeps its records
concerning the Properties and the transactions contemplated hereby are
located at:
Bank of America, N.A.
TransAmerica Building
Charlotte, North Carolina 28255
Attention: Real Estate Services, NC-01-
Bank of America, – their respective officers thereunto duly authorized as of the
day and year first above written.
Bank of America, N.A., as Lessee
By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
{PAGE}
First States Investors 3500, LLC, a
dt 39707
;
LaSalle National
As referenced in this Participation Agreement:
LaSalle National Bank, – 1997 among the Lessee (as
successor to Nations Bank, N.A.), the Lessor (as successor to each of the
lessors identified therein) and LaSalle National Bank, as Indenture Trustee and
as Pass Through Trustee and (ii) that certain Participation Agreement (1997 D)
dated as of June 4, 1997
_____________
LaSalle
National Bank, – 1997 among the Lessee (as successor to Nations Bank, N.A.),
the Lessor (as successor to each of the lessors identified therein) and LaSalle
National Bank, as Indenture Trustee and as Pass Through Trustee, is terminated
as of the date hereof and neither the Lessee nor the Lessor
_____________
dt 185031
;
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Restricted Share Award Agreement
Restricted Share Award Agreement (8K)
Doc #177121: Click preview link for longer preview.
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Mitchell E. Hersh (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient subject to such terms, conditions, and restrictions (hereinafter, Restricted Share Award) as set forth in the Plan and this Agreement;
NOW THEREFORE, the parties hereto hereby agree as follows:
177121
|
Mack-Cali Realty
As referenced in this Restricted Share Award Agreement:
MACK-CALI REALTY –
Exhibit 10.1
EX-10 3 exhibit101.htm
Exhibit 10.1
MACK-CALI REALTY CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
MITCHELL E. HERSH
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION
_____________
MACK-CALI REALTY – SHARE AWARD AGREEMENT
MITCHELL E. HERSH
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Mitchell E.
_____________
Mack-Cali Realty – THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Mitchell E. Hersh (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the
_____________
Mack-Cali Realty – and between Mack-Cali Realty Corporation (the Company) and Mitchell E. Hersh (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient
_____________
Mack-Cali Realty – subject to the terms of the Recipients employment agreement.
8. Notice.
Any notice to the Company hereunder shall be in writing addressed to:
Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Attn: Roger W. Thomas, Esq.
General Counsel
Any notice to the Recipient hereunder shall be
_____________
dt 110287
;
| Mitchell E. Hersh
|
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Full Doc
| 2003 |
Restricted Share Award Agreement
Restricted Share Award Agreement (8K)
Doc #177123: Click preview link for longer preview.
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Timothy M. Jones (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient subject to such terms, conditions, and restrictions (hereinafter, Restricted Share Award) as set forth in the Plan and this Agreement;
NOW THEREFORE, the parties hereto hereby agree as follows:
177123
|
Mack-Cali Realty
As referenced in this Restricted Share Award Agreement:
MACK-CALI REALTY –
Exhibit 10.3
EX-10 5 exhibit103.htm
Exhibit 10.3
MACK-CALI REALTY CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
TIMOTHY M. JONES
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION
_____________
MACK-CALI REALTY – SHARE AWARD AGREEMENT
TIMOTHY M. JONES
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Timothy M.
_____________
Mack-Cali Realty – THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Timothy M. Jones (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the
_____________
Mack-Cali Realty – and between Mack-Cali Realty Corporation (the Company) and Timothy M. Jones (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient
_____________
Mack-Cali Realty – subject to the terms of the Recipients employment agreement.
8. Notice.
Any notice to the Company hereunder shall be in writing addressed to:
Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Attn: Roger W. Thomas, Esq.
General Counsel
Any notice to the Recipient hereunder shall be
_____________
dt 110288
;
| Timothy M. Jones
|
| Preview
Full Doc
| 2003 |
Restricted Share Award Agreement
Restricted Share Award Agreement (8K)
Doc #177125: Click preview link for longer preview.
MACK-CALI REALTY CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
BARRY LEFKOWITZ
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient subject to such terms, conditions, and restrictions (hereinafter, Restricted Share Award) as set forth in the Plan and this Agreement;
NOW THEREFORE, the parties hereto hereby agree as follows:
177125
|
Mack-Cali Realty
As referenced in this Restricted Share Award Agreement:
MACK-CALI REALTY –
Exhibit 10.5
EX-10 7 exhibit105.htm
Exhibit 10.5
MACK-CALI REALTY CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
BARRY LEFKOWITZ
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
_____________
MACK-CALI REALTY – RESTRICTED SHARE AWARD AGREEMENT
BARRY LEFKOWITZ
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (
_____________
Mack-Cali Realty – THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan),
_____________
Mack-Cali Realty – by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient
_____________
Mack-Cali Realty – subject to the terms of the Recipients employment agreement.
8. Notice.
Any notice to the Company hereunder shall be in writing addressed to:
Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Attn: Roger W. Thomas, Esq.
General Counsel
Any notice to the Recipient hereunder shall be
_____________
dt 110289
;
| Barry Lefkowitz
|
| Preview
Full Doc
| 2003 |
Restricted Share Award Agreement
Restricted Share Award Agreement (8K)
Doc #177127: Click preview link for longer preview.
RESTRICTED SHARE AWARD AGREEMENT
ROGER W. THOMAS
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Roger W. Thomas (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient subject to such terms, conditions, and restrictions (hereinafter, Restricted Share Award) as set forth in the Plan and this Agreement;
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Award of Shares of Restricted Stock.
Pursuant to the Plan, the Committee hereby awards to the Recipient, effective as of the Grant Date, a Restricted Share Award representing the conditional receipt of six thousand two hundred twenty-four (6,224) shares of Common Stock (Restricted Shares) at no out-of-pocket cost to the Recipient subject to the terms, conditions and restrictions set forth herein. Capitalized terms not otherwise defined in this Agreement shall be as defined in the Plan.
2. Award Restrictions.
(a) General Rules. Notwithstanding that ownership of Restricted Shares is fully vested in the Recipient as of the Grant Date, the Restricted Shares granted hereunder may not be disposed of on or prior to, and shall not be transferable until first day following the six month anniversary of the Grant Date (the Holding Period).
177127
|
Mack-Cali Realty
As referenced in this Restricted Share Award Agreement:
MACK-CALI REALTY –
Exhibit 10.7
EX-10 9 exhibit107.htm
Exhibit 10.7
MACK-CALI REALTY CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
ROGER W. THOMAS
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION
_____________
MACK-CALI REALTY – SHARE AWARD AGREEMENT
ROGER W. THOMAS
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Roger W.
_____________
Mack-Cali Realty – THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Roger W. Thomas (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the
_____________
Mack-Cali Realty – and between Mack-Cali Realty Corporation (the Company) and Roger W. Thomas (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient
_____________
Mack-Cali Realty – subject to the terms of the Recipients employment agreement.
8. Notice.
Any notice to the Company hereunder shall be in writing addressed to:
Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Attn: Mitchell E. Hersh
Chief Executive Officer
Any notice to the Recipient hereunder shall be
_____________
dt 110290
;
| Roger W. Thomas
|
| Preview
Full Doc
| 2003 |
Restricted Share Award Agreement
Restricted Share Award Agreement (8K)
Doc #177129: Click preview link for longer preview.
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient subject to such terms, conditions, and restrictions (hereinafter, Restricted Share Award) as set forth in the Plan and this Agreement;
NOW THEREFORE, the parties hereto hereby agree as follows:
177129
|
Mack-Cali Realty
As referenced in this Restricted Share Award Agreement:
MACK-CALI REALTY –
Exhibit 10.9
EX-10 11 exhibit109.htm
Exhibit 10.9
MACK-CALI REALTY CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
MICHAEL GROSSMAN
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
_____________
MACK-CALI REALTY – RESTRICTED SHARE AWARD AGREEMENT
MICHAEL GROSSMAN
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (
_____________
Mack-Cali Realty – THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION
AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan),
_____________
Mack-Cali Realty – by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (Recipient).
WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient
_____________
Mack-Cali Realty – subject to the terms of the Recipients employment agreement.
8. Notice.
Any notice to the Company hereunder shall be in writing addressed to:
Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Attn: Roger W. Thomas, Esq.
General Counsel
Any notice to the Recipient hereunder shall be
_____________
dt 110291
;
| Michael Grossman
|
| Preview
Full Doc
| 2003 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (10K)
Doc #177150: Click preview link for longer preview.
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the "Agreement"), made as of the
15th day of September, 2003 (the "Grant Date") by and between CRIIMI MAE Inc.
(the "Company"), and Mark Jarrell (the "Grantee"), evidences the grant by the
Company of a stock award of restricted Shares (the "Award") to the Grantee on
such date and the Grantee's acceptance of the Award in accordance with the
provisions of the Company's 2001 Stock Incentive Plan, as amended or restated
from time to time (the "Plan"). The Company and the Grantee agree as follows:
1. Basis for Award. This Award is made under the Plan pursuant to Section 6
thereof for services to be rendered to the Company by the Grantee.
2. Stock Awarded.
(a) The Company hereby awards to the Grantee, in the aggregate, 58,021
Shares ("Restricted Stock"), which shall be subject to the restrictions and
conditions set forth in the Plan and in this Agreement.
(b) Each certificate issued in respect of the Restricted Stock shall be
registered in the Grantee's name and deposited by him, together with a share
power endorsed in blank, with the Company and shall bear the following (or a
similar) legend:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF
SEPTEMBER 15, 2003, ENTERED INTO BETWEEN THE REGISTERED OWNER AND CRIIMI
MAE INC"
At the expiration of the restrictions, the Company shall redeliver to the
Grantee (or his legal representative, beneficiary or heir) share certificates
for the Shares deposited with it without any legend except as otherwise provided
by the Plan, this Agreement or as otherwise required by applicable law. The
Grantee shall have the right to receive dividends on and to vote the Restricted
Stock while it is held in custody except as otherwise provided by the Plan.
Notwithstanding the foregoing, the Company shall retain custody of all Retained
Distributions made or declared with respect to the Restricted Stock and such
Retained Distributions shall be subject to the same restrictions on terms and
conditions as are applicable to the Restricted Stock.
(c) Except as provided in the Plan or this Agreement, including without
limitation, Section 3 below, the restrictions on the Restricted Stock are that
the stock will be forfeited by the Grantee and all of the Grantee's rights to
such stock shall immediately terminate without any payment or consideration by
the Company, in the event of any sale, assignment, transfer, hypothecation,
pledge or other alienation of such Restricted Stock made or attempted, whether
voluntary or involuntary, and if involuntary whether by process of law in any
civil or
177150
|
CRIIMI MAE
As referenced in this Restricted Stock Award Agreement:
CRIIMI MAE – AGREEMENT
This Restricted Stock Award Agreement (the "Agreement"), made as of the
15th day of September, 2003 (the "Grant Date") by and between CRIIMI MAE Inc.
(the "Company"), and Mark Jarrell (the "Grantee"), evidences the grant by the
Company of a stock award of restricted Shares (the "Award")
_____________
CRIIMI
MAE – CONDITIONS (INCLUDING
FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF
SEPTEMBER 15, 2003, ENTERED INTO BETWEEN THE REGISTERED OWNER AND CRIIMI
MAE INC"
At the expiration of the restrictions, the Company shall redeliver to the
Grantee (or his legal representative, beneficiary or heir) share certificates
_____________
CRIIMI MAE – plainly required by the context.
{PAGE}
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
date first above written.
CRIIMI MAE Inc.
By:/s/Barry S. Blattman
-----------------------------------
Name: Barry S. Blattman
Title: Chairman of the Board, Chief
Executive Officer and
President
/s/Mark Jarrell
-----------------------------------
_____________
dt 111692
;
| Mark Jarrell
|
| Preview
Full Doc
| 2003 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (10K)
Doc #177151: Click preview link for longer preview.
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the "Agreement"), made as of the 3rd
day of October, 2003 (the "Grant Date") by and between CRIIMI MAE Inc. (the
"Company"), and Cynthia O. Azzara (the "Grantee"), evidences the grant by the
Company of a stock award of restricted Shares (the "Award") to the Grantee on
such date and the Grantee's acceptance of the Award in accordance with the
provisions of the Company's 2001 Stock Incentive Plan, as amended or restated
from time to time (the "Plan"). The Company and the Grantee agree as follows:
1. Basis for Award. This Award is made under the Plan pursuant to Section 6
thereof for services to be rendered to the Company by the Grantee.
2. Stock Awarded.
(a) The Company hereby awards to the Grantee, in the aggregate, 13,055
Shares ("Restricted Stock"), which shall be subject to the restrictions and
conditions set forth in the Plan and in this Agreement.
(b) Each certificate issued in respect of the Restricted Stock shall be
registered in the Grantee's name and deposited by him, together with a share
power endorsed in blank, with the Company and shall bear the following (or a
similar) legend:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF
OCTOBER 3, 2003, ENTERED INTO BETWEEN THE REGISTERED OWNER AND CRIIMI MAE
INC"
At the expiration of the restrictions, the Company shall redeliver to the
Grantee (or his legal representative, beneficiary or heir) share certificates
for the Shares deposited with it without any legend except as otherwise provided
by the Plan, this Agreement or as otherwise required by applicable law. The
Grantee shall have the right to receive dividends on and to vote the Restricted
Stock while it is held in custody except as otherwise provided by the Plan.
Notwithstanding the foregoing, the Company shall retain custody of all Retained
Distributions made or declared with respect to the Restricted Stock and such
Retained Distributions shall be subject to the same restrictions on terms and
conditions as are applicable to the Restricted Stock.
(c) Except as provided in the Plan or this Agreement, including without
limitation, Section 3 below, the restrictions on the Restricted Stock are that
the stock will be forfeited by the Grantee and all of the Grantee's rights to
such stock shall immediately terminate without any payment or consideration by
the Company, in the event of any sale, assignment, transfer, hypothecation,
pledge or other alienation of such Restricted Stock made or attempted,
177151
|
CRIIMI MAE
As referenced in this Restricted Stock Award Agreement:
CRIIMI MAE – AGREEMENT
This Restricted Stock Award Agreement (the "Agreement"), made as of the 3rd
day of October, 2003 (the "Grant Date") by and between CRIIMI MAE Inc. (the
"Company"), and Cynthia O. Azzara (the "Grantee"), evidences the grant by the
Company of a stock award of restricted Shares (the "
_____________
CRIIMI MAE
– CONDITIONS (INCLUDING
FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF
OCTOBER 3, 2003, ENTERED INTO BETWEEN THE REGISTERED OWNER AND CRIIMI MAE
INC"
At the expiration of the restrictions, the Company shall redeliver to the
Grantee (or his legal representative, beneficiary or heir) share
_____________
CRIIMI MAE – plainly required by the context.
{PAGE}
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
date first above written.
CRIIMI MAE Inc.
By:/s/Mark Jarrell
----------------------------------------
Name: Mark Jarrell
Title: President and Chief Operating
Officer
/s/Cynthia O. Azzara
----------------------------------------
Grantee
{/TEXT}
{/DOCUMENT}
_____________
dt 111693
;
| Cynthia O. Azzara
|
| Preview
Full Doc
| 2003 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (9K)
Doc #177152: Click preview link for longer preview.
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the "Agreement"), made as of the 6th
day of November, 2003 (the "Grant Date") by and between CRIIMI MAE Inc. (the
"Company"), and Stephen M. Abelman (the "Grantee"), evidences the grant by the
Company of a stock award of restricted Shares (the "Award") to the Grantee on
such date and the Grantee's acceptance of the Award in accordance with the
provisions of the Company's 2001 Stock Incentive Plan, as amended or restated
from time to time (the "Plan"). The Company and the Grantee agree as follows:
1. Basis for Award. This Award is made under the Plan pursuant to Section 6
thereof for services to be rendered to the Company by the Grantee.
2. Stock Awarded.
(a) The Company hereby awards to the Grantee, in the aggregate, 12,500
Shares ("Restricted Stock"), which shall be subject to the restrictions and
conditions set forth in the Plan and in this Agreement.
(b) Each certificate issued in respect of the Restricted Stock shall be
registered in the Grantee's name and deposited by him, together with a share
power endorsed in blank, with the Company and shall bear the following (or a
similar) legend:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE)
CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF NOVEMBER 6,
2003, ENTERED INTO BETWEEN THE REGISTERED OWNER AND CRIIMI MAE INC"
At the expiration of the restrictions, the Company shall redeliver to the
Grantee (or his legal representative, beneficiary or heir) share certificates
for the Shares deposited with it without any legend except as otherwise provided
by the Plan, this Agreement or as otherwise required by applicable law. The
Grantee shall have the right to receive dividends on and to vote the Restricted
Stock while it is held in custody except as otherwise provided by the Plan.
Notwithstanding the foregoing, the Company shall retain custody of all Retained
Distributions made or declared with respect to the Restricted Stock and such
Retained Distributions shall be subject to the same restrictions on terms and
conditions as are applicable to the Restricted Stock.
(c) Except as provided in the Plan or this Agreement, including without
limitation, Section 3 below, the restrictions on the Restricted Stock are that
the stock will be forfeited by the Grantee and all of the Grantee's rights to
such stock shall immediately terminate without any payment or consideration by
the Company, in the event of any sale, assignment, transfer, hypothecation,
pledge or other alienation of such Restricted Stock made or attempted,
177152
|
CRIIMI MAE
As referenced in this Restricted Stock Award Agreement:
CRIIMI MAE – AGREEMENT
This Restricted Stock Award Agreement (the "Agreement"), made as of the 6th
day of November, 2003 (the "Grant Date") by and between CRIIMI MAE Inc. (the
"Company"), and Stephen M. Abelman (the "Grantee"), evidences the grant by the
Company of a stock award of restricted Shares (the "
_____________
CRIIMI MAE – CONDITIONS (INCLUDING FORFEITURE)
CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF NOVEMBER 6,
2003, ENTERED INTO BETWEEN THE REGISTERED OWNER AND CRIIMI MAE INC"
At the expiration of the restrictions, the Company shall redeliver to the
Grantee (or his legal representative, beneficiary or heir) share certificates
_____________
CRIIMI MAE – required by the context.
{PAGE}4
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
date first above written.
CRIIMI MAE Inc.
By:/s/Mark R. Jarrell
-----------------------------------------------
Name: Mark R. Jarrell
Title: President and Chief Operating Officer
/s/Stephen M. Abelman
--------------------------------------
Grantee
{/TEXT}
{/DOCUMENT}
_____________
dt 111694
;
| Stephen M. Abelman
|
| Preview
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| 2003 |
Restricted Stock Award Agreement [Form]
Restricted Stock Award Agreement [Form] (31K)
Doc #177158: Click preview link for longer preview.
FORM OF RESTRICTED STOCK AWARD AGREEMENT
THE MACERICH COMPANY
RESTRICTED STOCK AWARD AGREEMENT
2003 EQUITY INCENTIVE PLAN
Participant Name:
Soc. Sec. No.:
No. of Shares:
(1)
Vesting Schedule:
[ 33 1/3% of the shares on each anniversary of the Award Date, beginning [first anniversary] and ending [third anniversary]. ]
Award Date:
, 20
THIS AGREEMENT is among THE MACERICH COMPANY, a Maryland corporation (the Corporation), THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the Operating Partnership), and the Participant named above (the Participant) and is delivered under The Macerich Company 2003 Equity Incentive Plan which includes any applicable programs under the Plan (the Plan).
W I T N E S S E T H
WHEREAS, pursuant to the Plan, the Corporation has granted to the Participant with reference to services rendered and to be rendered to the Company, effective as of the Award Date, a restricted stock award (the Restricted Stock Award or Award), upon the terms and conditions set forth herein and in the Plan.
NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.
2. Grant. Subject to the terms of this Agreement and the Plan, the Corporation grants to the Participant a Restricted Stock Award with respect to an aggregate number of shares of Common Stock, par value $.01 per share (the Restricted Stock) set forth above. The consideration for the shares issuable with respect to the Award on the terms set forth
(1) Subject to adjustment under Section 6.2 of the Plan and the terms of this Agreement.
1
in this Agreement includes services and other consideration in an amount not less than the minimum lawful consideration under Maryland law.
3. Vesting. The Award shall vest, and restrictions (other than those set forth in Section 6.4 of the Plan) shall lapse, with respect to the portion of the total number of shares (subject to adjustment under Section 6.2 of the Plan) on each of the anniversaries of the Award Date until the Award is fully vested, as reflected in the Vesting Schedule above, subject to earlier termination or acceleration as provided herein or in the Plan.
4. Continuance of Employment Required. The Participant agrees to provide services to the Company in consideration for the conditional rights to the unvested shares of Restricted Stock subject to the Award granted hereunder. Except as otherwise provided in Sections 8(c) or 9 or pursuant to the Plan, the Vesting Schedule requires continued service through each applicable vesting date as a condition to the vesting of the applicable installment and rights and benefits under this Agreement. Partial service, even if substantial, during any vesting period will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or service as provided in Section 8 below or under the Plan.
5. Dividend and Voting Rights. After the Award Date, the Participant shall be entitled to cash dividends and voting rights with respect to the shares of Restricted Stock subject to the Award even though such shares are not vested, provided that such rights shall terminate immediately as to any shares of Restricted Stock that cease to be eligible for vesting.
6. Restrictions on Transfer. Prior to the time they become vested, neither the shares of Restricted Stock comprising the Award, nor any other rights of the Participant under this Agreement or the Plan may be transferred, except as expressly provided in Sections 1.8 and 4.1 of the Plan. No other exceptions have been authorized by the Committee.
7. Stock Certificates.
(a) Book Entry Form; Information Statement; Power of Attorney. The Corporation shall issue the shares of Restricted Stock subject to the Award in book entry form, registered in the name of the Participant with notations regarding applicable restrictions on transfer. Concurrent with the execution and delivery of this Agreement, the Corporation shall deliver to the Participant a written information statement with respect to such shares, and, to the extent requested, the Participant shall deliver to the Corporation an executed stock power, in blank, with respect to such shares. The Participant, by receipt of the Award, shall be deemed to appoint the Corporation and each of its authorized representatives as the Participants attorney(s)-in-fact to effect any transfer of unvested forfeited shares (or shares otherwise reacquired by the Corporation hereunder) to the Corporation as may be required pursuant to the Plan or this Agreement and to execute such documents as the Corporation or such representatives deem necessary or advisable in connection with any such transfer.
(b) Certificates to be Held by Corporation; Legend. Any certificates representing Restricted Stock that the Participant may be entitled to receive from the Corporation prior to vesting shall be redelivered to the Corporation to be held by the Corporation
177158
|
Macerich
As referenced in this Restricted Stock Award Agreement [Form]:
MACERICH CO –
EX-10.1 4 a03-5040_1ex10d1.htm EX-10.1
Exhibit 10.1
FORM OF RESTRICTED STOCK AWARD AGREEMENT
THE MACERICH CO MPANY
RESTRICTED STOCK AWARD AGREEMENT
2003 EQUITY INCENTIVE PLAN
Participant Name:
Soc. Sec. No.:
No. of Shares:
(1)
Vesting Schedule:
[ 33 1/3%
_____________
MACERICH CO – shares on each anniversary of the Award Date, beginning [first anniversary] and ending [third anniversary]. ]
Award Date:
, 20
THIS AGREEMENT is among THE MACERICH CO MPANY, a Maryland corporation (the Corporation), THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the Operating Partnership), and the Participant named above (
_____________
Macerich Co – MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the Operating Partnership), and the Participant named above (the Participant) and is delivered under The Macerich Co mpany 2003 Equity Incentive Plan which includes any applicable programs under the Plan (the Plan).
W I T N E S S E
_____________
Macerich Co – subject to the terms and conditions contained in an Agreement entered into between the registered owner, The Macerich Partnership L.P. and The Macerich Co mpany. A copy of such Agreement is on file in the office of the Secretary of The Macerich Company, 401 Wilshire Boulevard, Suite
_____________
Macerich Co – Partnership L.P. and The Macerich Company. A copy of such Agreement is on file in the office of the Secretary of The Macerich Co mpany, 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401.
(c) Delivery of Certificates Upon Vesting. Promptly after the lapse or other release
_____________
dt 110344
;
| Macerich Partnership, L.P.
|
| Preview
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| 2003 |
Stock Unit Award Agreement [Form]
Stock Unit Award Agreement [Form] (21K)
Doc #177159: Click preview link for longer preview.
FORM OF STOCK UNIT AWARD AGREEMENT
THE MACERICH COMPANY
STOCK UNIT AWARD AGREEMENT
2003 EQUITY INCENTIVE PLAN
Participant Name:
Soc. Sec. No.:
No. Stock Units:
(1)
Vesting Schedule:
[ 33 1/3% of the Stock Units (as defined below) on each anniversary of the Award Date, beginning [first anniversary] and ending [third anniversary]. ]
Award Date:
, 20
THIS AGREEMENT is among THE MACERICH COMPANY, a Maryland corporation (the Corporation), THE MACERICH PARTNERSHIP L.P., a Delaware limited partnership (the Operating Partnership), and the employee named above (the Participant), and is delivered under The Macerich Company 2003 Equity Incentive Plan, which includes any applicable programs under the Plan (the Plan).
W I T N E S S E T H
WHEREAS, pursuant to the Plan, the Corporation has granted to the Participant with reference to services rendered and to be rendered to the Company, effective as of the Award Date, a stock unit award (the Stock Unit Award or Award), upon the terms and conditions set forth herein and in the Plan.
NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.
2. Grant. Subject to the terms of this Agreement and the Plan, the Corporation grants to the Participant a Stock Unit Award with respect to an aggregate number of Stock Units (the Stock Units) set forth above. The consideration for the shares issuable with respect to the Stock Units on the terms set forth in this Agreement includes services and the rights hereunder in an amount not less than the minimum lawful consideration under Maryland law.
177159
|
Macerich
As referenced in this Stock Unit Award Agreement [Form]:
MACERICH CO –
EX-10.2 5 a03-5040_1ex10d2.htm EX-10.2
Exhibit 10.2
FORM OF STOCK UNIT AWARD AGREEMENT
THE MACERICH CO MPANY
STOCK UNIT AWARD AGREEMENT
2003 EQUITY INCENTIVE PLAN
Participant Name:
Soc. Sec. No.:
No. Stock Units:
(1)
Vesting Schedule:
[ 33 1/3%
_____________
MACERICH CO – below) on each anniversary of the Award Date, beginning [first anniversary] and ending [third anniversary]. ]
Award Date:
, 20
THIS AGREEMENT is among THE MACERICH CO MPANY, a Maryland corporation (the Corporation), THE MACERICH PARTNERSHIP L.P., a Delaware limited partnership (the Operating Partnership), and the employee named above (
_____________
Macerich Co – MACERICH PARTNERSHIP L.P., a Delaware limited partnership (the Operating Partnership), and the employee named above (the Participant), and is delivered under The Macerich Co mpany 2003 Equity Incentive Plan, which includes any applicable programs under the Plan (the Plan).
W I T N E S S E
_____________
MACERICH CO – By the Participants execution of this Agreement, the Participant agrees to the terms and conditions of this Agreement and of the Plan.
THE MACERICH CO MPANY
(a Maryland corporation)
By
Richard A. Bayer
Executive Vice President, General Counsel & Secretary
THE MACERICH PARTNERSHIP, L.P.
(a Delaware limited partnership)
_____________
Macerich Co – Maryland corporation)
By
Richard A. Bayer
Executive Vice President, General Counsel & Secretary
THE MACERICH PARTNERSHIP, L.P.
(a Delaware limited partnership)
By:
The Macerich Co mpany
(its general partner)
By
Richard A. Bayer
Executive Vice President, General Counsel & Secretary
PARTICIPANT
(Signature)
(Print Name)
(Address)
(City, State, Zip Code)
_____________
dt 110345
;
| Macerich Partnership L.P.
|
| Preview
Full Doc
| 2003 |
Non-Qualified Stock Option Award Agreement
Non-Qualified Stock Option Award Agreement (18K)
Doc #177219: Click preview link for longer preview.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
This Award Agreement (Agreement) is entered into as of [date] (the Date of Grant) between Catellus Development Corporation, a Delaware corporation (Catellus), and [name], an employee of Catellus or any of its subsidiaries (the Executive).
The Board of Directors of Catellus (the Board) wishes to encourage high levels of performance by individuals who contribute to the success of Catellus and to further the identity of interests of the Executive with the stockholders of Catellus by granting the Executive a non-qualified stock option to acquire common stock of Catellus, par value $.01 per share (Common Stock), pursuant to the 2000 Performance Award Plan (the Plan).
Catellus and the Executive hereby agree as follows:
1. Number of Option Shares. This Agreement evidences the grant by Catellus to the Executive, on the terms, conditions and restrictions set forth herein and in the Plan, of a non-qualified stock option (the Option) to purchase, pursuant to this Agreement and the Plan, a total of [number] shares of Common Stock (the Option Shares).
2. Option Purchase Price. Upon exercise, the Executive shall pay to Catellus $[closing price of the common stock as of the date of grant, rounded upward |