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EXHIBIT 10.23
FIRST AMENDMENT
TO
INCENTIVE STOCK OPTION AGREEMENT
PAN PACIFIC RETAIL PROPERTIES, INC., a Maryland corporation (the
"Company") and XXXXXX X. XXXX ("Optionee") have entered into that certain
Incentive Stock Option Agreement (the "Agreement") effective as of March 17,
1998. In order to amend the Agreement in certain respects, the Company and
Optionee hereby agree as follows effective as of __________________, 1998.
Section 1.3 of the Agreement is hereby amended in its entirety to
read as follows:
1.3 Change of Control. "Change in Control" shall mean the
occurrence of any of the following events:
(a) the individuals constituting the Board as of
the date of the initial public offering of common stock of
the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,
however, that if the election, or nomination for election
by the Company's stockholders, of any new director was
approved by a vote of at least a majority of the Incumbent
Board, such new director shall be considered a member of
the Incumbent Board;
(b) provided that the number of shares of common
stock of the Company directly held by Pan Pacific
Development (U.S.) Inc., a Delaware corporation and its
subsidiaries (other than the Company and the Company's
subsidiaries) represents 50% or less of the total
outstanding shares of common stock of the Company, an
acquisition of any voting securities of the Company (the
"Voting Securities") by any "person" (as the term "person"
is used for purposes of Section 13(d) or Section 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934
Act")) immediately after which such person has "beneficial
ownership" (within the meaning of Rule 13d-3 promulgated
under the 0000 Xxx) of 20% or more of the combined voting
power of the Company's then outstanding Voting Securities;
or
(c) approval by the stockholders of the Company of:
(i) a merger, consolidation, share exchange
or reorganization of the Company, unless the stock
holders of the Company, immediately before such
merger, consolidation, share exchange or
reorganization, own, directly or indirectly
immediately following such merger, consolidation,
share exchange or reorganization, at least 80% of
the combined voting power of the outstanding voting
securities of the corporation that is the
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successor in such merger, consolidation, share
exchange or reorganization (the "Surviving
Company") in substantially the same proportion as
their ownership of the Voting Securities
immediately before such merger, consolidation,
share exchange or reorganization; or
(ii) a complete liquidation or dissolution
of the Company; or
(iii) an agreement for the sale or other
disposition of all or substantially all of the
assets of the Company.
Executed at Vista, California this ___ day of ________ 1998.
THE COMPANY
PAN PACIFIC RETAIL PROPERTIES, INC.
a Maryland Corporation
By:
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Xxxxx X. Xxxxxx
Executive Vice President
OPTIONEE
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Xxxxxx X. Xxxx
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