Personal and Confidential August 6, 1996
Xx. Xxxxx X. Xxxxxxxx
Executive Vice President
Prime Retail, L.P.
000 Xxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
RE: Grant of Option
Dear Xxxxx,
The purpose of this letter is to summarize the terms and conditions of our
agreement to grant you an option to purchase 100,000 limited partnership units
(the "Units") in Prime Retail, L.P. from The Prime Group, Inc. This option to
purchase the Units is subject to the following terms and conditions:
Option Price: $1,200,000 ($12.00 per Unit), payable
in cash at the closing.
Exercise Date: The option must be exercised in writing
on or before December 31, 1999, with a
closing to occur within sixty days
thereafter.
Forfeiture of Option: The option shall be forfeited,
whether or not exercised, in the event
your employment with Prime Retail, Inc.
(the "Company") is voluntarily terminated
by you for any reason, or terminated by
the Company for cause at any time prior
to December 31, 1999.
Early Termination: In the event of your death or a final
determination of permanent disability,
you or your estate shall have sixty (60)
days thereafter to exercise the option,
with a closing to occur sixty (60) days
after the date of exercise. In the event
of a failure to so exercise, the option
shall terminate.
Non-Assignability: This option is being granted in
consideration of your continued and
continuous employment by the Company and
in recognition of your future services
and dedication to the Company. As a
result, this option is exclusive to
you and non-assignable.
Incentive Clause: If at any time prior to December 31,
1999, the market price of the common
stock of the Company (NASDAQ:PRME) equals
or exceeds $25.00 per share, and remains
at said level for no less than ninety
(90) consecutive days, then the option
price shall be reduced by fifty percent
(50.0%).
I believe the foregoing accurately reflects our mutual understanding based on
our meeting last March. If you agree, please acknowledge both copies of this
letter and return one copy to my attention in Chicago.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
Accepted:
By: /s/ Xxxxx X. Xxxxxxxx
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Date: June 27, 1997
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CC: Xxxxxx X. Xxxxxx
Xxxxxxx Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx, Xx.
Xxxx X. Xxxxxxxxx
