Dear :
On behalf of the Board of Directors, I am pleased to notify
you that Cornerstone Properties Inc. (the "Company") has awarded you, subject to
your acceptance of the terms and conditions of this letter agreement (this
"Agreement"), ____________ shares of the Company's Common Stock (the "Restricted
Shares").
Grants of Restricted Shares are being made to those officers
who have had, and who are expected to continue to have, a significant impact on
the Company's performance, and the Company's Audit Committee (the "Committee")
has designated the participating officers.
Your award of Restricted Shares is subject to the following
terms and conditions:
1. Definitions. For purposes of this Agreement, the following
terms shall have the meanings indicated:
(a) Termination for "Cause" means a termination of employment
with the Company or any of the Company's subsidiaries which, as
determined by the Committee, is by reason of (i) the commission by the
Participant of a felony or perpetration by the Participant of a
dishonest act, material misrepresentation or common law fraud against
the Company or any subsidiary thereof, (ii) any other act or omission
which is materially injurious to the financial condition or business
reputation of the Company or any subsidiary thereof or (iii) the wilful
failure or refusal of the
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Participant to substantially perform the material duties of his
position with the Company or any subsidiary thereof.
(b) "Change in Control" shall mean the occurrence of one or
more of the following events: (i) a merger in which the Company is not
the survivor; (ii) a sale or transfer of all or substantially all of
the assets of the Company; (iii) a liquidation or reorganization of the
Company; or (iv) a change in control of a nature that would be required
to be reported in response to Item 5(f) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), whether or not the Company is then subject to
such reporting requirement; provided that, without limitation, a Change
in Control shall be deemed to have occurred if (A) any individual,
partnership, firm, corporation, association, trust, unincorporated
organization or other entity, or any syndicate or group deemed to be a
person under Section 14(d)(2) of the Exchange Act, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined
voting power of the Company's then outstanding securities entitled to
vote in the election of directors of the Company; or (B) during any
period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors and any new directors,
whose election by the Board of Directors or nomination for election by
the Company's stockholders was approved by a vote of at least
three-quarters of the directors then still in office who either were
directors at the
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beginning of the period or whose selection or nomination for election
was previously so approved, cease for any reason to constitute a
majority thereof; provided, further, that a change in control shall not
be deemed to be a Change in Control for purposes of this Agreement if
the Board of Directors has approved such change in control prior to
either (x) the occurrence of any of the events described in the
foregoing clauses (A) and (B) or (y) the commencement by any person
other than the Company of a tender offer for the Common Stock not
approved by the Board of Directors prior to such commencement.
(c) "Participant" shall mean any officer of the Company or one
of its subsidiaries to whom a grant of Restricted Shares has been made
and is outstanding.
(d) "Permanent Disability" shall mean a physical or mental
condition of a Participant that, in the judgment of the Committee,
after consultation with a duly licensed physician, permanently prevents
such Participant from being able to serve as an active employee of the
Company and its subsidiaries. For purposes of determining the day on
which a Participant becomes Permanently Disabled, the Committee may
select the day on which such Participant first becomes eligible for
long-term disability benefits under the Company's long-term disability
insurance plan then in effect.
(e) "Restricted Period" shall mean a period of five
consecutive years, commencing with June 30 of the year in which
Restricted Shares are granted, during which restrictions on such
Restricted Shares are in effect.
2. Award. Upon your acceptance of this Agreement, the Company
shall register in your name share certificates representing your Restricted
Shares, which certificates
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will be held by the Company for your account. These certificates will bear a
legend in substantially the following form, as determined by the Committee:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THE TERMS AND CONDITIONS OF A RESTRICTED SHARE
AGREEMENT BETWEEN CORNERSTONE PROPERTIES INC. AND THE
BENEFICIAL OWNER HEREOF, INCLUDING RESTRICTIONS ON SALE,
TRANSFER AND ENCUMBRANCE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. UNLESS
CORNERSTONE PROPERTIES INC. DETERMINES OTHERWISE, NO TRANSFER
OF SUCH SECURITIES MAY BE MADE WITHOUT AN OPINION OF COUNSEL,
SATISFACTORY TO CORNERSTONE PROPERTIES INC., THAT SUCH
TRANSFER MAY PROPERLY BE MADE WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933 OR THAT SUCH SECURITIES HAVE BEEN SO
REGISTERED UNDER A REGISTRATION STATEMENT WHICH IS IN EFFECT
AT THE DATE OF SUCH TRANSFER.
COPIES OF THE RESTRICTED SHARE AGREEMENT ARE ON FILE AT
THE OFFICE OF THE SECRETARY AND MAY BE INSPECTED DURING
NORMAL BUSINESS HOURS.
3. Restrictions on Transferability of Shares. Your Restricted
Shares are subject to certain restrictions on transferability. More
specifically, your Restricted Shares may not be sold, exchanged, transferred,
assigned, pledged, or otherwise encumbered or disposed of before June 30, 19__
(the "Full Vesting Date"). These restrictions will, however, subject to
paragraph 4 below, terminate with respect to 13.333% (i.e., ___________) of your
Restricted Shares on June 30 of each of __________, ___________, ____________
and _________, and with respect to 46.668% (i.e., ___________) of your
Restricted Shares on June 30, __________. Subject to paragraph 4 below, all of
your Restricted Shares will be free of these
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restrictions as of the Full Vesting Date. As the restrictions on your Restricted
Shares lapse, certificates for the appropriate number of shares of the Company's
Common Stock will be issued to you.
4. Termination of Employment or Occurrence of a Change in
Control. If, prior to the Full Vesting Date, (i) you cease to be an employee of
the Company due to death, Permanent Disability (as defined above), retirement,
or termination by the Company without Cause (as defined above), or (ii) a Change
in Control (as defined above) occurs with respect to the Company, all
restrictions on your Restricted Shares shall terminate, and certificates for the
appropriate number of shares of the Company's Common Stock will be issued to
you. If you cease to be an employee prior to the Full Vesting Date for any other
reason, you will immediately forfeit all Restricted Shares which are still
subject to restriction.
5. Voting and Dividend Rights During Restricted Period. After
share certificates representing your Restricted Shares are registered in your
name, you shall have the right to vote your Restricted Shares and to receive all
dividends payable with respect thereto (so long as such shares are not forfeited
as described in paragraph 4 above).
6. Investment Representation - Registration. In order to
comply with any applicable securities laws, the Company may require you (i) to
furnish evidence satisfactory to the Company (including a written and signed
representation letter) to the effect that all of your Restricted Shares were
acquired for investment only and not for resale or distribution and (ii) to
agree that all such Restricted Shares shall only be sold by you following
registration under the Securities Act of 1933 or pursuant to an exemption
therefrom.
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7. No Assignment. Your rights under this Agreement may not be
assigned, pledged or otherwise transferred except to the extent permitted
hereunder.
8. Compliance with Law and Regulations. Once your Restricted
Shares are no longer subject to restriction, any sale, exchange, transfer,
assignment, pledge, encumbrance or other disposition, directly or indirectly,
whether or not for value, and whether or not voluntarily, of your share
certificates shall be made in compliance with any applicable constitution, rule
or regulation of, or any applicable policy of, any of the exchanges on which the
Common Stock is listed, and any applicable law, rule or regulation of any
governmental agency having jurisdiction.
9. Designation of Beneficiary. You should designate in writing
on forms prescribed by and filed with the Committee a beneficiary or
beneficiaries to receive, in the event of your death, any rights to which you
are entitled hereunder. A designation of beneficiary may be replaced by a new
designation or may be revoked by you at any time on forms prescribed by and
filed with the Committee.
10. No Rights to Continue Employment. Nothing in this
Agreement shall be construed as giving you any right to continue in the employ
of the Company or any of its subsidiaries.
11. Changes in Capitalization. If any change shall occur in or
affect the Common Stock on account of a merger, consolidation, reorganization,
stock dividend, stock split or combination, reclassification, recapitalization,
or distribution to holders of the Common Stock (other than regular dividends)
or, if in the opinion of the Committee, after
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consultation with the Company's independent public accountants, changes in the
Company's accounting policies, acquisitions, divestitures, distributions, or
other unusual or extraordinary items have disproportionately and materially
affected the value of the Restricted Shares, the Committee shall make such
adjustments, if any, that it may deem, in its sole discretion, necessary or
equitable in the number of shares of Common Stock subject to your Restricted
Share grant. In the event of any other change affecting the Common Stock, such
adjustment shall be made as may be deemed equitable by the Committee to give
proper effect to such event.
12. Nontransferability of Rights. Your rights hereunder,
including the right to any amounts or Common Stock payable, may not be assigned,
pledged, or otherwise transferred except, in the event of your death, to your
designated beneficiary or, in the absence of such a designation, by will or the
laws of descent and distribution.
13. Withholding. The Company shall have the right, before any
payment is made or a certificate for any Common Stock is delivered, to deduct or
withhold from any payment to you to satisfy any Federal, state, or local taxes,
including transfer taxes, required by law to be withheld or to require you or
your beneficiary or estate, as the case may be, to pay any amount, or the
balance of any amount, required to be withheld.
14. Relationship to Other Benefits. No payment hereunder shall
be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company or any
subsidiary of the Company.
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15. No Trust or Fund Created. The grant made hereunder shall
not create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any of its subsidiaries and you or
any other person. Your rights hereunder shall be no greater than the rights of
any unsecured general creditor of the Company.
16. Consent Under Local Law. This award shall be conditioned
upon the making of any filing and the receipt of any consents or authorizations
required to comply with, or required to be obtained under, applicable local
laws.
17. Governing Law. This Agreement and the legal relations
between the parties shall be governed by and construed in accordance with the
laws of the State of New York.
Please indicate your acceptance of this Agreement by signing
and returning the duplicate copy of this letter to Xxxxxx X. Xxxxxx.
Sincerely,
CORNERSTONE PROPERTIES INC.
By:__________________________
ACCEPTED:_____________________, 19__
__________________________________
Participant
