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EXHIBIT 4.3
NONQUALIFIED UNIT OPTION AGREEMENT
GRANTED PURSUANT TO THE
1995 UNIT OPTION PLAN FOR
HALLWOOD REALTY PARTNERS, L.P.
A Nonqualified Unit Option (the "Option") for a total of [number of
units] units representing limited partnership interests ("Unit(s)") in Hallwood
Realty Partners, L.P. (the "Partnership"), is hereby granted to [name of
optionee] (the "Optionee") at the price determined as provided in, and in all
respects subject to the terms, definitions and provisions of, the 1995 Unit
Option Plan for Hallwood Realty Partners, L.P. (the "Plan"), which is
incorporated herein by reference, in consideration for Optionee's service to
the Partnership and to provide incentive to the Optionee to continue service to
the Partnership, which has been and shall be performed outside the United
States and the United Kingdom. This Agreement refers to Units of the
Partnership after giving effect to the one-for-five reverse unit split approved
by the general partner of the Partnership on the Date of Grant (as hereinafter
defined).
1. OPTION PRICE. The option price is $11.875 for each Unit.
2. DATE OF GRANT. This Option is granted as of February 27, 1995
(the "Date of Grant").
3. EXERCISE OF OPTION. This Option shall be exercisable in whole
or in part in accordance with the provisions of the Plan as follows:
(i) SCHEDULE OF RIGHTS TO EXERCISE.
(a) [number] Units upon the Date of Grant.
(b) [number] Units after February 27, 1996.
(c) [number] Units after February 27, 1997.
or on such earlier date as this Option may vest in accordance with Section 7(d)
of the Plan, but subject always to the limits set forth in Section 7(e) of the
Plan.
(ii) METHOD OF EXERCISE. This Option shall be exercisable
by a written notice delivered to the Company which shall:
(a) state the election to exercise the Option and
the number of Units in respect of which it is being exercised;
and
(b) be signed by the person or persons entitled
to exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to the Partnership, of the
right of such person or persons to exercise the Option.
(iii) PAYMENT. The exercise price of any Units purchased
shall be paid solely in cash, by certified or cashier's check, by
money order, with Units (provided that at the time of exercise the
Committee in its sole discretion does not prohibit the exercise of
Options through the delivery of already-owned Units) or by a
combination of the above; provided, however, that the Committee in its
sole discretion may accept a personal check in full or partial payment
of any Units. If the exercise price is paid in whole or in part with
Units, the value of the Units surrendered shall be their Fair Market
Value on the date received by the Company. Any Units delivered in
satisfaction of all or a portion of the exercise price shall be
appropriately endorsed and transfer and assignment to the Partnership.
(iv) WITHHOLDING. The Optionee shall make satisfactory
arrangements for the withholding of any amounts necessary for
withholding in accordance with applicable Federal or state income tax
laws.
(v) ISSUANCE OF UNITS. No person shall be, or have any
of the rights or privileges, of, a unitholder of the Partnership with
respect to any of the Units subject to an Option unless and until
certificates representing such Units shall have been issued and
delivered to such person. As a condition of any issuance of a
certificate for Units, the Committee may obtain such agreements or
undertakings, if any, as it may deem necessary or advisable to assure
compliance with any provision of the Plan, the agreement evidencing
the Option or any law or regulation including, but not limited to, the
following:
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(a) A representation, warranty or agreement by
the Optionee to the Partnership at the time any Option is
exercised that he or she is acquiring the Units to be issued
to him or her for investment and no with a view to, or for
sale in connection with, the distribution of any such Units;
and
(b) A representation, warranty or agreement to be
bound by any legends that are, in the opinion of the
Committee, necessary or appropriate to comply with the
provisions of any securities laws deemed by the Committee to
be applicable to the issuance of the Units and are endorsed
upon the Unit certificates.
(vi) SURRENDER OF OPTION. Upon exercise of this Option in
part, if requested by the Partnership, the Optionee shall deliver this
Option and any other written agreements executed by the Partnership
and the Optionee with respect to this Option to the Partnership who
shall endorse or cause to be endorsed thereon a notation of such
exercise and return all agreements to the Optionee.
4. TRANSFERABILITY OF OPTION. In the Optionee's discretion, this
Option may be transferred by the Optionee by gift or by contribution to (a) any
member of Optionee's immediate family; (b) any entity of which Optionee or
members of Optionee's family are the sole equity owners or beneficiaries or, if
there are discretionary beneficiaries, among the class of discretionary
beneficiaries; or (c) any combination of the foregoing.
5. TERM OF OPTION. This Option may not be exercised after the
expiration of ten (10) years from the Date of Grant of this Option and is
subject to earlier termination as provided in Section 8 of the Plan. This
Option may be exercised during such term only in accordance with the Plan and
the terms of this Option.
6. ADMINISTRATION. The Plan and this Option shall be
administered by the Committee provided for and described in Section 13 of the
Plan.
HALLWOOD REALTY PARTNERS, L.P.
By: Hallwood Realty Corporation,
its general partner
By:
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Name:
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Title:
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Optionee acknowledges receipt of a copy of the Plan, and represents
that Optionee is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all the terms and provisions of the Plan.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee (as defined in the Plan) upon any questions
arising under the Plan.
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Optionee
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