Exhibit 10(ff)
RESTRICTED SHARES AGREEMENT
Developers Diversified Realty Corporation, an Ohio corporation (the
"Company"), has granted to , a director of the Company (the "Grantee"), 150 of
the Company's Common Shares, without par value (the "Restricted Shares"). The
Restricted Shares are subject to the following provisions of this Agreement:
ss. 1. VESTING. The Restricted Shares will vest, in whole or in part, in
accordance with the following schedule (each date, the applicable "Vesting
Date"). If the Grantee is then serving as a director of the Company, the
Restricted Shares shall vest as follows:
VESTING DATE NO. OF SHARES VESTING
January 1, 2000 75
January 1, 2001 75
ss. 2. PURCHASE PRICE. The purchase price of the Restricted Shares is $-0-.
The certificates representing thE Restricted Shares will be issued in the name
of the Grantee, but held by the Company until the Vesting Date. The Grantee
agrees to execute and deliver a stock power with respect to the Restricted
Shares for the purpose of transferring back to the Company any Restricted Shares
that do not become vested. The Company will deliver the certificates
representing the Restricted Shares to the Grantee within a reasonable period of
time after the Vesting Date.
ss. 3. TRANSFERABILITY. Prior to the Vesting Date, the Restricted Shares
will not be transferable by the Grantee other than by will or by the laws of
descent and distribution. Thereafter, the Restricted Shares will be transferable
by the Grantee in accordance with any applicable Federal and state laws.
ss. 4. SHAREHOLDER RIGHTS AND RESTRICTIONS. Except with regard to the
disposition of Restricted Shares, the Grantee will generally have all rights of
a shareholder with respect to the Restricted Shares from the date of grant,
including, without limitation, the right to receive dividends with respect to
such Restricted Shares and the right to vote such Restricted Shares.
ss. 5. LEGEND. The Grantee is aware that the Restricted Shares have not
been registered under the Securities Act of 1933, as amended, nor have they been
registered under any state securities law. The Grantee agrees to the imprinting
of a legend on the certificate representing the Restricted Shares to the
following effect:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND UNDER APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT
UNDER THE ACT, OR UNDER RELEVANT STATE SECURITIES LAWS, IS IN EFFECT AS
TO THESE SECURITIES, OR
(II) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION,
THAT AN EXEMPTION THEREFROM IS AVAILABLE. THIS CERTIFICATE MUST BE
SURRENDERED TO THE CORPORATION OR ITS TRANSFER AGENT AS A CONDITION
PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANY
SECURITIES REPRESENTED BY THIS CERTIFICATE."
ss. 6. CHANGE IN CONTROL. Upon a Change in Control (as defined below) the
Restricted Shares will automatically vest. A "Change in Control" for the purpose
of this Agreement will be deemed to have occurred if, at any time:
(a) Any person or group of persons acting alone or together with any of its
affiliates or associates, acquires legal or beneficial ownership interest, or
voting rights, in twenty percent (20%) or more of the common voting stock of the
Company;
(b) At any time during a period of 24 consecutive months, individuals who
were directors at the beginning of the period no longer constitute a majority of
the members of the Board of Directors of the Company unless the election, or the
nomination for election by the Company's shareholders, of each director who was
not a director at the beginning of the period is approved by at least a majority
of the directors who are in office at the time of the election or nomination and
were directors at the beginning of the period; or
(c) A record date is established for determining shareholders of the
Company entitled to vote upon (i) a merger or consolidation of the Company with
another real estate investment trust, partnership, corporation or other entity
in which the Company is not the surviving or continuing entity or in which all
or a substantial part of the outstanding shares are to be converted into or
exchanged for cash, securities, or other property, (ii) a sale or other
disposition of all or substantially all of the assets of the Company or (iii)
the dissolution of the Company.
DEVELOPERS DIVERSIFIED REALTY
CORPORATION
DATE OF GRANT:
By:
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Xxxxx X. Xxxxxxxx, President
and Chief Executive Officer
ACCEPTANCE OF AGREEMENT
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The Grantee hereby: (a) acknowledges that he has received a
copy of the Company's most recent Annual Report and other communications
routinely distributed to the Company's shareholders; (b) accepts this Agreement
and the Restricted Shares granted to him under this Agreement subject to all
provisions of this Agreement; (c) represents and warrants to the Company that he
is acquiring the Restricted Shares for his own account, for investment, and not
with a view to or any present intention of selling or distributing the
Restricted Shares either now or at any specific or determinable future time or
period or upon the occurrence or nonoccurrence of any predetermined or
reasonably foreseeable event; and (d) agrees that no transfer of the Restricted
Shares will be made unless the Restricted Shares have been duly registered under
all applicable Federal and state securities laws pursuant to a then-effective
registration which contemplates the proposed transfer or unless the Company has
received the written opinion of, or satisfactory to, its legal counsel that the
proposed transfer is exempt from such registration:
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Grantee's Signature
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Grantee's Social Security Number
