EXHIBIT 10.66
NONSTATUTORY STOCK OPTION AGREEMENT
This NONSTATUTORY STOCK OPTION AGREEMENT (this "Agreement"), dated
as of the ______ day of __________, _____ (the "Effective Date"), is entered
into between Ramco-Xxxxxxxxxx Properties Trust, a Maryland real estate
investment trust (the "Trust"), and ________________ (the "Optionee") pursuant
to the Ramco-Xxxxxxxxxx Properties Trust 2003 Long-Term Incentive Plan (the
"Plan"). Capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Plan.
WITNESSETH
In consideration of the mutual promises and covenants made herein
and the mutual benefits to be derived herefrom, the parties hereto agree as
follows:
1. Grant of Options.
Subject to the provisions of this Agreement and to the provisions of
the Plan, the Trust hereby grants to the Optionee a Nonstatutory Option (the
"Option") to purchase all or any part of ______ common shares of beneficial
interest, par value $.01 per share, of the Trust (each, a "Share") at a price
per share equal to $_____.
2. Exercisability of Options.
The Option shall vest and shall be exercisable ____________________,
subject to the prior expiration or sooner termination of the Option, provided
that Option may not be exercised at any one time as to fewer than 100 Shares (or
such number of Shares as to which the Option is then exercisable if such number
of Shares is less than 100). The Option shall expire and shall not be
exercisable on or after the tenth anniversary of the Effective Date.
3. Method of Exercise of the Options.
(a) That portion of the Option as to which the Optionee is vested
shall be exercisable in whole or in part (subject to Section 2 above), by
delivery to the Trust of a written notice stating the number of shares to be
purchased pursuant to this Agreement and accompanied by payment for the full
Option Price with respect thereto. Fractional share interests shall be
disregarded except that they may be accumulated.
(b) The Option Price shall be paid (i) in cash or by certified check
or bank draft payable to the order of the Trust or other instrument acceptable
to the Committee, (ii) by the exchange of Shares of the Trust which are not then
subject to restrictions under any plan of the Trust or other agreement by which
the Optionee is bound and which have been held by the Optionee for a period of
at least six (6) months and which have an aggregate fair market value (as
determined by the Committee) equal to the aggregate exercise price or (iii) by a
combination of the foregoing. In addition, the Optionee may provide instructions
to the Trust that upon receipt of the Option Price in cash, certified check or
wire transfer of immediately available funds, from a broker or dealer acting at
the direction of the Optionee, in payment for any Shares
pursuant to the exercise of the Option, the Trust shall issue such Shares
directly to the designated broker or dealer.
4. Termination of Service.
(a) Termination of Employment by Reason of Death or Disability. Upon
a termination of the Optionee's employment with the Trust or any Affiliate
thereof, including if the Optionee's employer ceases to be an Affiliate of the
Trust ("Termination of Employment"), by reason of death or disability (as
determined by the Committee in its sole discretion), the Option shall become
fully exercisable and may thereafter be exercised (in whole or in part) by the
legal representative or legatee of the Optionee, for a period of one (1) year
(or such longer period as the Committee shall specify at any time) from the date
of Termination of Employment, or until the expiration of the stated term of the
Option, if earlier, at which time all rights of the Optionee or the Optionee's
legal representative or legatee in such Option shall terminate.
(b) Termination of Employment for Cause. If the Optionee's
Termination of Employment is for Cause (as defined below), the Option, even if
it is immediately exercisable at the time of such termination, shall immediately
terminate and be of no further force and effect; provided, however, that the
Committee may, in its sole discretion, provide that the Option can be exercised
for a period of up to thirty (30) days from the date of Termination of
Employment or until the expiration of the stated term of the Option, if earlier.
If the Optionee is not subject to a written employment agreement (or such
written agreement does not otherwise define "Cause") with the Trust or any
Affiliate thereof, "Cause" means the occurrence of one or more of the following:
(i) the Optionee is convicted of, pleads guilty to, or confesses to any felony
or any act of fraud, misappropriation or embezzlement which has an immediate and
materially adverse effect on the Trust or any of its Affiliates, as determined
by the Committee in good faith in its sole discretion, (ii) the Optionee engages
in a fraudulent act to the material damage or prejudice of the Trust or any of
its Affiliates or in conduct or activities materially damaging to the property,
business or reputation of the Trust or any of its Affiliates, all as determined
by the Committee in good faith in its sole discretion, (iii) any material act or
omission by the Optionee involving malfeasance or negligence in the performance
of the Optionee's duties to the Trust or any of its Affiliates to the material
detriment of the Trust or any of its Affiliates, as determined by the Committee
in good faith in its sole discretion, which has not been corrected by the
Optionee within 30 days after written notice of any such act or omission, (iv)
failure by the Optionee to comply in any material respect with any written
policies or directives of the Trust or any of its Affiliates as determined by
the Committee in good faith in its sole discretion, which has not been corrected
by the Optionee within 30 days after written notice of such failure, or (v)
material breach by the Optionee of any noncompetition agreement with the Trust
or any of its Affiliates, as determined by the Committee in good faith in its
sole discretion. If the Optionee is subject to a written employment agreement
with the Trust or any of its Affiliates, "Cause" has the meaning set forth in
such employment agreement.
(c) Other Termination of Employment. If the Optionee's Termination
of Employment is for any reason other than death, disability or for Cause, the
Option may thereafter be exercised, to the extent it was exercisable on the date
of Termination of Employment, for six (6) months (or such other period as the
Committee shall specify at any time) from the date of
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Termination of Employment or until the expiration of the stated term of the
Option, if earlier, at which time all of the Optionee's rights in such Option
shall terminate.
5. Nontransferability of Options.
The Option is nontransferable by the Optionee other than by will or
the laws of descent and distribution, and, during the lifetime of an Optionee,
the Option may be exercised only by the Optionee or by the Optionee's guardian
or legal representative.
6. Effect of Certain Changes.
(a) If there is any change in the number of issued Shares through
the declaration of stock dividends, a recapitalization resulting in stock splits
or combinations or exchanges of such Shares, the number of Shares issuable upon
exercise of the Option (to the extent not then exercised or lapsed) and the
Option price per share shall be proportionately adjusted by the Committee to
reflect any increase or decrease in the number of Shares, provided that any
fractional shares resulting from such adjustment shall be eliminated.
(b) In the event of a change in the Shares of the Trust as presently
constituted, which is limited to a change of all of its authorized shares with a
par value into the same number of shares with a different par value or without
par value, the shares resulting from any such change shall be deemed to be
Shares within the meaning of this Agreement and the Plan.
(c) To the extent that the foregoing adjustments relate to Shares or
other securities of the Trust, such adjustments shall be made by the Committee,
whose determination shall be final, binding and conclusive.
7. Rights As a Stockholder.
The Optionee or a transferee of the Option shall have no rights as a
stockholder with respect to any Shares covered by the Option until the date of
the issuance of a stock certificate to such individual for such Shares. Except
as provided in Paragraph 6, no adjustment shall be made for distributions
(ordinary or extraordinary, whether in cash, securities or other property) or
distribution of other rights for which the record date is prior to the date a
stock certificate is issued.
8. Payment of Transfer Taxes, Fees and Other Expenses.
The Trust shall pay any and all original issue taxes and stock
transfer taxes that may be imposed on the issuance of Shares acquired pursuant
to exercise of the Option, together with any and all other fees and expenses
necessarily incurred by the Trust in connection therewith.
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9. Other Restrictions.
The obligation of the Trust to sell or deliver Shares with respect
to the Option shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, and the obtaining of
all such approvals by governmental agencies as may be deemed necessary or
appropriate by the Committee.
10. Taxes and Withholdings.
No later than the date of exercise of the Option, the Optionee shall
pay to the Trust or make arrangements satisfactory to the Committee, including
pursuant to Section 15(j) of the Plan, regarding payment of any federal, state
or local taxes of any kind required by law to be withheld upon the exercise of
the Option. The Trust shall, to the extent permitted or required by law, have
the right to deduct from any payment of any kind otherwise due to the Optionee
federal, state and local taxes of any kind required by law to be withheld upon
the exercise of the Option.
11. Notices.
Any notice to be given under the terms of this Agreement shall be in
writing and addressed to the Trust at 00000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 and the Optionee at the address set forth at
the end hereof or at such other address as either party may hereafter designate
in writing to the other by like notice.
12. Effect of Agreement.
Except as otherwise provided hereunder, this Agreement shall be
binding upon and shall inure to the benefit of any successor or successors of
the Trust.
13. Conflicts and Interpretation.
In the event of any conflict between this Agreement and the Plan,
this Agreement shall control. In the event of any ambiguity in this Agreement,
any term which is not defined in this Agreement or any matters as to which this
Agreement is silent, the Plan shall govern, including, without limitation, the
provisions thereof pursuant to which the Committee has the power, among others,
to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and
regulations relating to the Plan and (iii) make all other determinations deemed
necessary or advisable for the administration of the Plan.
14. Headings.
The headings of paragraphs herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any of the provisions of this Agreement.
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15. Amendment.
This Agreement may not be modified, amended or waived in any manner
except by an instrument in writing signed by both parties hereto. The waiver by
either party of compliance with any provision of this Agreement shall not
operate or be construed as a waiver of any other provision of this Agreement or
of any subsequent breach by such party of a provision of this Agreement.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Optionee has
hereunto set his hand.
RAMCO-XXXXXXXXXX PROPERTIES TRUST
By:________________________________________
Name:
Title:
___________________________________________
Name:
Address:
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