Exhibit 10.4
NP DRAFT 12/10/03
BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC.
INDEPENDENT DIRECTOR STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of _____________, 20__, between Boston Capital
Real Estate Investment Trust, Inc., a corporation organized under the laws of
the State of Maryland (the "Company"), and the individual identified below,
residing at the address there set out (the "Optionee").
1. GRANT OF OPTION. Pursuant and subject to the Company's Independent
Director Stock Option Plan (as in effect on the date hereof and as amended from
time to time, the "Plan"), the Company grants to you, the "Optionee," an option
(the "Option") to purchase from the Company all or any part of a total of shares
of the common stock, par value $.001 per share, in the Company (the Company's
"Common Stock"), at a price of $______ per share of Common Stock. The Grant Date
of this Option is as of ____________, 20__. In this Agreement, we refer to the
specific number of shares of Common Stock which are the subject of this Option
as your "Optioned Shares."
2. CHARACTER OF OPTION. This Option is not intended to be treated as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
3. DURATION OF OPTION. Subject to the following sentence, this Option
shall expire at 5:00 p.m. on ______________, 20__(1). However, if your service
as an independent director of the Company ends before that date, this Option
shall expire at 5:00 p.m. on ______________, 20__(2) or, if earlier, the date
specified in whichever of the following applies:
(a) If the termination of your service is on account of your death
or disability, the six-month anniversary of the date your service ends.
(b) If the termination of your service is due to any other reason
other than for Cause, the 30th day after your service ends.
(c) If the termination of your service is for Cause, immediately
upon such termination.
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(1) The day immediately preceding the tenth anniversary of the Grant Date.
(2) Same as described in footnote 1.
4. EXERCISE OF OPTION.
(a) Until this Option expires and subject to the remainder of this
Section 4, you may exercise it as to the Optioned Shares, and from the dates,
identified in (i) and (ii) below, in full or in part, at any time on or after
the applicable exercise date or dates identified therein:
(i) As to all of the Optioned Shares, in the following
installments:
NUMBER OF OPTIONED INITIAL EXERCISE DATE
SHARES IN EACH INSTALLMENT FOR SHARES IN INSTALLMENT
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One-fifth First anniversary of the Grant Date
One-fifth Second anniversary of the Grant Date
One-fifth Third anniversary of the Grant Date
One-fifth Fourth anniversary of the Grant Date
One-fifth Fifth anniversary of the Grant Date
(ii) Without duplication, as to all of the Optioned Shares, in
the event of a Change in Control.
(b) During any period that this Option remains outstanding after
your service with the Company ends, you may exercise it only to the extent it
was exercisable immediately prior to the end of your service.
(c) You may pay the exercise price due on exercise by delivering
other shares of Common Stock of equivalent Fair Market Value provided you have
owned such shares of Common Stock for at least six months.
(d) Subject to the foregoing, the procedure for exercising this
Option is as described in Section 2.4(a) of the Plan.
5. TRANSFER OF OPTION. You may not transfer this Option except by will
or the laws of descent and distribution, and, during your lifetime, only you may
exercise this Option.
6. INCORPORATION OF PLAN TERMS. This Option is granted subject to all of
the applicable terms and provisions of the Plan, including but not limited to
the limitations on the Company's obligation to deliver Optioned Shares upon
exercise set forth in Sections 2.1(a) and 3.7.
7. ACKNOWLEDGMENTS. You acknowledge that you have previously received or
have been advised that you may on request receive a copy of the Plan. You
further acknowledge that the Company makes no representation or warranty to you
as to the tax treatment to you of your receipt or exercise of this Option or
upon your sale or other disposition of the Optioned Shares. You should rely on
your own tax advisors for such advice.
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8. MISCELLANEOUS. This Agreement shall be construed and enforced in
accordance with the laws of The Commonwealth of
Massachusetts, without regard to
the conflict of laws principles thereof and shall be binding upon and inure to
the benefit of any successor or assign of the Company and any executor,
administrator, trustee, guardian, or other legal representative of you.
Capitalized terms used but not defined herein shall have the respective meanings
assigned under the Plan. This Agreement may be executed in one or more
counterparts all of which together shall constitute but one instrument. In
making proof of this Agreement it shall not be necessary to produce or account
for more than one such counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement as a
sealed instrument as of the date first above written.
BOSTON CAPITAL REAL ESTATE
INVESTMENT TRUST, INC.
By:
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Title: Signature of Optionee
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Name of Optionee
Optionee's Address:
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