ADDENDUM
TO
STOCK OPTION AGREEMENTS
The following provisions are hereby incorporated into, and are
hereby made a part of, the terms and provisions governing each option granted to
____________________ ("Optionee") under the Alexander & Xxxxxxx, Inc. 1989 Stock
Option/Stock Incentive Plan or the Alexander & Xxxxxxx, Inc. 1998 Stock
Option/Stock Incentive Plan and outstanding on ______________, 2006. Each such
option ("Option") is more particularly identified in attached Schedule I, and
the applicable stock option agreement for each such Option is hereby amended to
incorporate the terms and provisions of this Addendum, with such terms and
provisions to have the same force and effect as if expressly set forth in such
stock option agreement.
This Addendum shall be effective as of October 26, 2006.
LIMITED TRANSFERABILITY OF OPTION
1. The Option may be assigned in whole or in part during Optionee's lifetime to
a revocable living trust established for the exclusive benefit of Optionee or
the Optionee and his or her spouse, to the extent such assignment is in
connection with the Optionee's estate plan. The assigned portion shall be
exercisable only by the person who acquires a proprietary interest in the Option
pursuant to such assignment. The terms applicable to the assigned portion shall
be the same as those in effect for the Option immediately prior to such
assignment and shall be set forth in such documents to be executed by the
assignee as the Corporation deems appropriate.
2. Should the Optionee die while holding the Option, then the Option shall be
transferred in accordance with Optionee's will or the laws of inheritance.
However, Optionee may designate one or more persons as the beneficiary or
beneficiaries of the Option, and the Option shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries
upon the Optionee's death while holding the Option. Such beneficiary or
beneficiaries shall take the transferred Option subject to all the terms and
conditions of the stock option agreement evidencing the Option, including
(without limitation) the limited time period during which the Option maybe
exercised following Optionee's death.
3. Except for the limited transferability provided by the foregoing, the Option
shall not be assignable or transferable and shall be exercisable only by the
Optionee during his or her lifetime.
IN WITNESS WHEREOF, Alexander & Xxxxxxx, Inc. has caused this
Addendum to be executed by its duly authorized officer, effective as of the
Effective Date specified above.
ALEXANDER & XXXXXXX, INC.
By: ___________________________
Title: ________________________
SCHEDULE I
OPTIONS SUBJECT TO ADDENDUM
The terms and provisions of the Addendum relating to the Limited
Transferability of Options shall apply to each of the following options
outstanding on the Effective Date of such Addendum:
1989 STOCK OPTION/STOCK INCENTIVE PLAN
Original Number Current Number
of of
Grant Date Exercise Price Option Shares Option Shares
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1998 STOCK OPTION/STOCK INCENTIVE PLAN
Original Number Current Number
of of
Grant Date Exercise Price Option Shares Option Shares
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