MONARCH PROPERTIES, INC.
1998 OMNIBUS SECURITIES AND INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
DIRECTOR NON-QUALIFIED STOCK OPTION
THIS AGREEMENT made as of _______________, 199_, by and between MONARCH
PROPERTIES, INC., a Maryland corporation (the "Company"), and
___________________ (the "Optionee").
WITNESSETH:
WHEREAS, the Company has adopted the Monarch Properties, Inc. 1998 Omnibus
Securities and Incentive Plan (the "Plan") for the benefit of its officers, key
employees and directors and the officers, key employees and directors of its
Affiliates, and
WHEREAS, the Committee has authorized the grant to the Optionee of an
Option under the Plan, on the terms and conditions set forth in the Plan and as
hereinafter provided,
NOW, THEREFORE, in consideration of the premises contained herein, the
Company and the Optionee hereby agree as follows:
1. Definitions
Terms used in this Agreement which are defined in the Plan shall have
the same meaning as set forth in the Plan.
2. Grant of Option
The Committee hereby grants to the Optionee an Option to purchase
[INSERT # OF SHARES] shares of the Company's Common Stock ("Shares")[,
exercisable in quantities of _________ (___) or more Shares per Option,] for a
price per Share equal to [INSERT PRICE] (the "Option Price"). The Option granted
under this Agreement is intended by the Committee to be a Non-Qualified Stock
Option and the provisions of this Agreement shall be interpreted on a basis
consistent with such intent.
3. Option Terms and Exercise Period
a. The Option granted to the Optionee pursuant to this Agreement shall
be exercised, and payment by the Optionee of the Option Price shall be made,
pursuant to the terms of the Plan.
b. All or any part of the Option awarded under this Agreement may be
exercised by the Optionee no later than ten (10) years after the date of this
Agreement.
c. This Agreement and the Option issued hereunder to the Optionee
shall terminate on the earlier of (i) the tenth (10th) anniversary of the date
of this Agreement, or (ii) the date on which the Option is fully exercised.
4. Vesting
The Option to purchase the number of Shares set forth in Section 2
shall become exercisable pursuant to the following schedule:
Number of Complete
12-Month Periods
Since Date
of this Agreement Percent Exercisable
----------------- -------------------
Notwithstanding the above schedule, the Options shall be one hundred percent
(100%) exercisable in the Option granted under this Agreement if the Optionee's
status as a Director shall terminate on account of the Optionee's death,
Permanent and Total Disability or retirement upon or after attaining age
sixty-two (62). The Optionee shall forfeit any unexercisable Options upon
termination of the Optionee's status as a Director for any reason other than the
Optionee's death, Permanent and Total Disability or retirement upon or after
attaining age sixty-two (62). Notwithstanding anything to the contrary contained
in this Agreement, including but not limited to the above provisions of this
Section 4, the Option granted hereunder shall terminate regardless of the
exercisability o the Option having served as a Director for more than one (1)
year from the date of this Agreement, if the Optionee shall fail to attend more
than one (1) regularly scheduled meeting of the Board in person, for any period
during which the Optionee is a Director; provided, however, that the Chairman of
the Board shall have the sole discretion to forgive the Optionee's failure to
attend a meeting of the Board in person upon the Optionee's presentation of
evidence to the reasonable satisfaction of the Chairman of the Board that such
absence was due to the Optionee's illness.
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5. Termination of Director Status
Except as otherwise provided in Section 4 hereof, Section 6.2(a) of
the Plan shall control; provided, however, that notwithstanding anything to the
contrary contained in Section 6.2(a) of the Plan, upon the termination of the
Optionee's status as a Director, the Optionee shall be entitled to exercise the
Option granted under this Agreement, to the extent such Option is vested and
exercisable pursuant to the above exercisable schedule, for a period of six (6)
months from the date of termination of the Optionee's status as a director.
6. Restrictions on Transfer of Option
This Agreement and the Option granted hereunder shall not be
transferable otherwise than (a) by will or by the laws of descent and
distribution, or (b) by gift to any member of the Optionee's immediate family or
to a trust for the benefit of such an immediate family member, and shall be
exercisable, during the Optionee's lifetime, solely by the Optionee, except on
account of the Optionee's Permanent and Total Disability or death, and solely by
the transferee in the case of a transfer by gift to a member of the Optionee's
immediate family or to a trust for the benefit of such an immediate family
member.
7. Exercise of Option
a. The Option granted hereunder shall become exercisable at such time
as shall be provided herein and shall be exercisable by written notice of such
exercise, in the form prescribed by the Committee, to the Secretary of the
Company, at the Company's principal office. The notice shall specify the number
of Shares with respect to which the Option granted hereunder is being exercised.
b. Xxxxxx purchased pursuant to this Agreement shall be paid for in
full at the time of such purchase in cash, in Shares, including Shares acquired
pursuant to the Plan, or part in cash and part in Shares. Shares transferred in
payment of the Option Price shall be valued as of the date of transfer based on
their Fair Market Value.
8. Regulation by the Committee
This Agreement and the Option granted hereunder shall be subject to
the administrative procedures and rules as the Committee shall adopt. All
decisions of the Committee upon any question arising under the Plan or under
this Agreement, shall be conclusive and binding upon the Optionee and any person
or persons to whom the Option or any part of the Option granted hereunder has
been
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transferred by will, by the laws of descent and distribution or by gift to a
member of the Optionee's immediate family or to a trust for the benefit of such
an immediate family member.
9. Rights as a Shareholder
The Optionee shall have no rights as a shareholder with respect to
Shares subject to the Option granted hereunder until certificates for Shares of
Common Stock are issued to the Optionee.
10. Change of Control
Notwithstanding the vesting requirements contained in Section 4, upon
a Change of Control, the Option granted hereunder shall automatically become
fully vested and exercisable as of the date of such Change of Control.
11. Reservation of Shares
With respect to the Option granted to the Optionee hereunder, the
Company hereby agrees to at all times reserve for issuance and/or delivery upon
payment by the Optionee of the Option Price, such number of Shares as shall be
required for issuance and/or delivery upon such payment pursuant to such Option.
12. Delivery of Share Certificates
Within a reasonable time after the exercise of the Option granted
hereunder the Company shall cause to be delivered to the Optionee, his or her
legal representative or his or her beneficiary, a certificate for the Shares
purchased pursuant to the exercise of the Option.
13. Withholding
In the event the Optionee elects to exercise the Option granted
hereunder (or any part thereof), if the Company or an Affiliate shall be
required to withhold any amounts by reason of any federal, state or local tax
rules or regulations in respect of the issuance of Shares to the Optionee, the
Company or Affiliate shall be entitled to deduct and withhold such amounts from
any payment to be made to the Optionee hereunder.
14. Amendment
The Committee may amend this Agreement at any time and from time to
time; provided, however, that no amendment of this Agreement that would impair
the Optionee's rights or entitlements with respect to the Option granted
hereunder shall be effective without the consent of the Optionee (unless such
amendment is required in order to cause the Option granted hereunder to qualify
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as performance-based compensation within the meaning of Section 162(m) of the
Code and applicable interpretive authority thereunder).
15. Plan Terms
The terms of the Plan are incorporated herein by reference.
16. Effective Date of Grant
The Option granted under this Agreement shall be effective as of the date
first written above.
17. Optionee Acknowledgment
By executing this Agreement, the Optionee hereby acknowledges that he or
she has received and read the Plan and this Agreement and that he or she agrees
to be bound by all of the terms of both the Plan and this Agreement.
ATTEST: MONARCH PROPERTIES, INC.
By:
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Its:
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WITNESS:
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, Optionee
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