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EXHIBIT 10(e)
WASHINGTON REAL ESTATE INVESTMENT TRUST
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement dated December 19, 1995.
WITNESSETH:
1. Washington Real Estate Investment Trust, a real estate
investment trust organized under the laws of the District of Columbia (the
"Trust"), on the date set forth above has granted, and hereby evidences the
grant to Xxxxxx X. Xxxxxx, Xx. residing at 00000 Xxxxxxxxxxx Xxxxxx Xxxx,
Xxxxx, Xxxxxxxx 00000 (the "Optionee"), subject to the terms and conditions
set forth herein, of the right and option to purchase from the Trust an
aggregate of 13,333 shares of beneficial interest of the Trust ("Shares") at
the purchase price of $14.625 per share, such option to be exercisable as
hereinafter provided.
2. The above-referenced option is exercisable as follows: fifty
percent (50%) of such Shares may be purchased from the Trust in whole at any
time or in part from time-to-time after the first anniversary date hereof, and
one hundred percent (100%) may be so purchased after the second anniversary of
such date.
Notwithstanding the above, the above-referenced option shall become
exercisable in full as to the total number of Shares hereinabove referred to in
the event of Optionee's termination of employment from the Trust (i) due to
death or (ii) due to the incurrence of a total and permanent disability.
The option is cumulative; any portion of the option not exercised at
the time it first becomes exercisable may be exercised at any time thereafter
prior to the expiration of the term hereof.
The Shares may be purchased by giving the Trust written notice to
exercise by written notice specifying the number of Shares to be purchased and
the date on which the purchase will be completed. Such notice shall contain a
statement by the Optionee that the Optionee has represented to the Trust that
it is his present intention to acquire the Shares being purchased for
investment and not with a view to resale or distribution. The certificates
representing the Shares shall be legended appropriately to reflect the fact
that the Shares have not been registered under the Securities Act of 1933 and
that no sale or other distribution of such Shares may be made except pursuant
to an effective registration statement under said Act or in a transaction
exempt from such registration requirements. Upon the date of purchase so
specified, Optionee shall deliver to the Trust the purchase price of the Shares
to be purchased against delivery thereof to Optionee. The purchase price shall
be paid in the form of cash, personal check and/or Shares of the Trust (at the
current fair market value of such Shares). The Trust shall deliver such Shares
on such date of purchase or within a reasonable period of time thereafter,
provided, however, that if any law, regulation, or agreement requires the Trust
to take any action with respect to such Shares before the issuance thereof,
then the date of delivery of such Shares shall be extended for the period
necessary to take such actions.
Prior to delivery of such Shares, the Optionee shall pay to the Trust
such amount as the Trust determines is necessary to enable the Trust to meet
any Federal and state tax withholding obligations
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attributable to the exercise of the option or make appropriate arrangements
with the Trust to effectuate such Federal and state tax withholding
obligations.
3. Without limiting the generality of the preceding paragraphs,
it is understood and agreed that this Agreement and the option evidenced hereby
are subject to the following conditions:
(a) The option shall not in any event be exercisable
after the close of business on the day ("Expiration Date") which is ten (10)
years after the date hereof;
(b) the option shall not be assignable or transferable by
the Optionee except by will or the laws of descent and distribution, and during
the lifetime of the Optionee shall be exercisable only by the Optionee or the
Optionee's guardian or legal representative. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of the option or any of the
rights of the Optionee hereunder (other than by will or the laws of descent and
distribution), the option shall immediately become null and void and the rights
and privileges of the Optionee hereunder shall immediately terminate;
(c) upon the death or total and permanent disability of
the Optionee, the then exercisable portion of the option shall terminate one
year after the date of such event but in no event later than the Expiration
Date of the option. During this period of time, the option may be exercised by
the Optionee, or the Optionee's guardian or legal representative, or in the
event of the Optionee's death, the Optionee's estate, personal representative
or beneficiary who acquires the option by will or by the laws of descent and
distribution;
(d) if the Optionee ceases to be employed by the Trust
due to termination of his employment without cause by the Trust, or expiration
of the Optionee's Employment Agreement with the Trust without continuation of
employment by the Trust, the then non-exercisable portion of the option shall
terminate immediately and the then exercisable portion of the option shall
terminate one year after the date of such termination of employment;
(e) if the Optionee ceases to be employed by the Trust
due to termination of his employment for cause or voluntary termination by the
Optionee, the then non-exercisable portion of the option shall terminate
immediately and the then exercisable portion of the option shall terminate
ninety (90) days after the date of such termination of employment;
(f) if the Optionee ceases to be employed by the Trust
due to retirement at or after age 65, the option shall continue in accordance
with its terms and shall expire on its Expiration Date unless previously
exercised;
(g) the Optionee shall have none of the rights or
privileges of a shareholder with respect to the Shares issuable upon the
exercise of the option until certificates representing such Shares shall have
been issued and delivered to him upon the exercise of his Option;
4. The number and price of the Shares subject to this option
shall be proportionately adjusted to reflect, as deemed equitable and
appropriate by the Trust, any stock dividends, stock split or share combination
of the Shares or recapitalization of the Trust or any new equity underwriting
of the Trust. To the extent deemed equitable and appropriate by the Trust,
subject to any required
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action by shareholders, in any merger, consolidation, reorganization,
liquidation or dissolution, this option shall pertain to the securities and
other property to which a holder of the number of Shares covered by the option
would have been entitled to receive in connection with such event.
Upon the dissolution or liquidation of the Trust, this option shall
terminate; but the Optionee shall have the right, immediately prior to such
dissolution or liquidation, to exercise this option in full to the extent not
theretofore exercised regardless of any provision in this Agreement providing
for the deferment of the exercise thereof.
5. Neither the execution and delivery hereof, the granting of the
option evidenced hereby, nor the Trust's obligation to deliver Shares upon the
exercise of the option evidenced hereby shall constitute or be evidence of any
agreement or understanding, express or implied, on the part of the Trust to
employ the Optionee for any specific period.
6. Any notice required to be given hereunder to the Trust shall
be addressed to the Trust as follows: Washington Real Estate Investment Trust,
00000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 and any notice
required to be given hereunder to the Optionee shall be addressed to him at his
address shown hereinabove, or to such other address as either party shall
furnish in writing to the other.
7. The Optionee agrees to be bound by the terms and conditions
hereof.
8. This Agreement may be amended at any time by the written
consent of both parties hereto, but shall not be amended so as to increase the
number of Shares purchasable hereunder or decrease the purchase price thereof
without the approval by vote of Shareholders owning a majority of the Trust's
outstanding Shares.
IN WITNESS WHEREOF, the Trust, by its duly authorized officer, and the
Optionee have executed this agreement in duplicate as of the day and year first
above written.
WASHINGTON REAL ESTATE
ATTEST: INVESTMENT TRUST
/s/ Xxxx X. Xxxx By: /s/ Xxxxx Xxxxxx
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WITNESS: OPTIONEE
/s/ Xxxx X. Xxxx /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
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