METROPOLIS REALTY TRUST, INC.
FORM OF STOCK OPTION AGREEMENT FOR DIRECTORS
1. Grant of Options
METROPOLIS REALTY TRUST, INC., a Maryland corporation (the "Company"),
hereby grants to _______________ (the "Optionee"), pursuant to the Company's
1996 Directors' Stock Plan (the "Plan"), Stock Options (the "Stock Options"), to
purchase an aggregate of _____ shares of common stock, $10.00 par value per
share ("Common Stock" or "Shares"), of the Company at a price of $25.00 per
share (the "Exercise Price Per Share"), purchasable as set forth in and subject
to the terms and conditions of this Option Agreement and the Plan. All undefined
capitalized terms herein shall have the same meaning as set forth in the Plan.
2. Exercise of Stock Options and Effect of Termination of Services, Death or
Disability.
(a) Exercisability of Options. The Stock Options shall become
exercisable and option shares may be purchased as follows:
(i) one-third of the option shares covered by the Stock Options
shall become purchasable on the date of grant;
(ii) an additional one-third of the option shares covered by the
Stock Options shall become purchasable on the first
anniversary date of the date of grant; and
(iii) the remaining one-third of the option shares covered by the
Stock Options shall become purchasable on the second
anniversary of the date of grant.
(b) Expiration Date. Except as otherwise provided in this Option
Agreement or the Plan, the Stock Options may not be exercised after the date
(hereinafter the "Expiration Date") that is the tenth anniversary of the date of
grant.
(c) Effect of Termination of Services, Death or Disability. If the
Optionee ceases to serve as a director of the Company for any reason, the Stock
Options that have been previously granted to the Optionee and that are vested as
of the date of such cessation may be exercised by the Optionee not later than
the Expiration Date. If the Optionee dies prior to the Expiration Date, the
Stock Options that have been previously granted to the Optionee and that are
vested as of the date of such death may be exercised by the legal representative
of the Optionee, or by the person to whom such Stock Options are transferred by
will or the laws of descent and distribution not later than the Expiration Date.
If the Optionee becomes
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totally disabled prior to the Expiration Date, the Stock Options that have been
previously granted to the Optionee and that are vested as of the date of such
disability may be exercised by the Optionee or his legal representative not
later than the Expiration Date.
(d) Exercise Procedure. Subject to the conditions set forth in this
Option Agreement and the Plan, the Stock Options shall be exercised by the
Optionee's delivery of written notice of exercise to the Secretary of the
Company, specifying the number of shares to be purchased and the Exercise Price
Per Share to be paid therefor and accompanied by payment in accordance with
Section 3 hereof. The Optionee may purchase less than the total number of shares
covered hereby, provided that no exercise of less than all the Stock Options may
be for less than 100 whole Shares.
3. Payment of Purchase Price
Payment of the Exercise Price Per Share for shares purchased upon exercise
of a Stock Option shall be made by delivery to the Company of the purchase
price, payable (i) in cash (by check), (ii) by transferring previously owned
Shares to the Company having a fair market value on the date preceding the date
of exercise equal to the cash amount for which such shares are substituted,
(iii) by directing the Company to withhold a number of Shares that would
otherwise be received upon exercise having a fair market value on the date
preceding the date of exercise equal to the cash amount for which such Shares
are substituted or (iv) any combination of the foregoing.
4. Delivery of Shares
The Company shall, upon payment of the Exercise Price Per Share for the
number of Shares purchased and paid for, make prompt delivery of such Shares to
the Optionee. No Shares shall be issued and delivered upon exercise of a Stock
Option unless and until the aggregate amount of federal, state or local taxes of
any kind required by law to be withheld with respect to the exercise of such
Stock Options have been paid or satisfied or provision for their payment and
satisfaction has been made in accordance with the Plan.
5. Non-transferability of Stock Options
Except as provided in the Plan, the Stock Options are personal and no
rights granted hereunder may be transferred in any way other than by will or the
laws of descent and distribution, nor shall any such rights be subject to
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of a Stock Option or of such rights
contrary to the provisions hereof, or upon the levy of any attachment or similar
process upon any Stock Option or such rights, this Option Agreement and such
rights shall, at the election of the Company, become null and void.
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6. No Special Directorship Rights
Nothing contained in the Plan or in this Option Agreement shall constitute
evidence of any agreement or understanding, express or implied, that the
Optionee has a right to continue as a director for any period of time.
7. Rights as a Stockholder
The Optionee shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of the Stock Options unless and until
a certificate representing such Shares is duly issued to the Optionee. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date on such
stock certificate.
8. Optionee Representations; Legend
(a) Representations. The Optionee represents, warrants and covenants
that he has had such opportunity as he has deemed adequate to obtain from
representatives of the Company such information as is necessary to permit the
Optionee to evaluate the merits and risks of his investment in the Company. The
Optionee understands that there may be restrictions on his ability to resell any
Shares acquired on exercise of a Stock Option. By making payment upon exercise
of a Stock Option, the Optionee shall be deemed to have reaffirmed, as of the
date of such payment, the representations made in this Section 8.
(b) Legend on Stock Certificate. The Optionee understands that, any
Shares of Common Stock acquired upon exercise of a Stock Option may not have
been registered under the Securities Act nor the securities laws of any state.
Accordingly, in the event such Shares have not been registered, all stock
certificates representing shares of Common Stock issued to the Optionee upon
exercise of a Stock Option shall have affixed thereto a legend substantially in
the following form, in addition to any other legends required by applicable
state law:
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT
IN COMPLIANCE WITH SUCH ACT AND THE APPLICABLE RULES AND REGULATIONS
THEREUNDER."
9. Miscellaneous
In the event that the Plan terminates prior to the expiration date of the
Options granted hereunder, this Option Agreement shall incorporate by reference
all applicable provisions of the Plan until the earlier of (i) the close of
business on the day the Option(s)
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granted hereunder expire, or (ii) the date on which all Shares available for
issuance hereunder shall have been issued pursuant to the exercise of Stock
Options granted hereunder.
Except as provided herein or in the Plan, this Option Agreement may not be
amended or otherwise modified unless evidenced in writing and signed by the
Company and the Optionee.
All notices under this Option Agreement shall, unless otherwise provided
herein, be mailed or delivered by hand to the parties at their respective
addresses set forth beneath their names below or at such other address as may be
designated in writing by either of the parties to the other.
This Option Agreement shall be governed by and construed in accordance
with the laws of the State of Maryland.
This Option Agreement shall be binding upon and inure to the heirs,
successors and assigns of the Optionee (subject, however, to the limitations set
forth herein with respect to assignment of the Stock Options or rights therein)
and the Company, and shall be construed in a manner that is consistent with the
provisions of the Plan.
Date of Grant: METROPOLIS REALTY TRUST, INC.
October 10, 1996 By:__________________________
Name:
Title:
Address:
c/o Xxxxxx Capital Group, L.P.
000 Xxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxx
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OPTIONEE'S ACCEPTANCE
The undersigned hereby accepts the foregoing Option Agreement and agrees
to the terms and conditions thereof. The undersigned hereby acknowledges receipt
of a copy of the Company's 1996 Directors' Stock Plan. The undersigned
understands and agrees that the Option Agreement is not meant to interpret,
extend, or change the Plan in any way, nor to represent the full terms of the
Plan. If there is any discrepancy, conflict or omission between this Option
Agreement and the provisions of the Plan as interpreted by the Company, the
provisions of the Plan shall govern.
OPTIONEE:
By:________________________
Name:
Address:
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