CORNERSTONE PROPERTIES INC.
EMPLOYEE STOCK OPTION
Agreement, dated __________, 1997, between CORNERSTONE
PROPERTIES INC., a Nevada corporation (hereinafter called the "Company"), and
_____________________ (hereinafter called "Optionee").
WHEREAS, the Optionee is now employed by the Company or a
Subsidiary in a key capacity and the Company desires to have him remain in the
employment of the Company or a Subsidiary and to afford him the opportunity to
acquire or enlarge his stock ownership in the Company so that he may have a
direct proprietary interest in its success (the term "Subsidiary" meaning any
corporation in which the Company owns, directly or indirectly, stock possessing
50% or more of the total combined voting power of all classes of stock);
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto do hereby mutually agree as
follows:
1. This Agreement shall not be deemed to limit or restrict the
right of the Company or any Subsidiary to terminate the Optionee's employment at
any time, for any reason, with or without cause, or to limit or restrict the
right of the Optionee to terminate his employment with the Company or any
Subsidiary at any time. In the event of termination of the Optionee's employment
by the Company, subject to Section 4, such employee shall only be
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eligible to exercise or surrender options on the number of shares that have
become available for purchase pursuant to Section 2 hereof at the time of
termination.
2. Subject to the terms and conditions set forth herein, the
Company hereby grants to the Optionee the option, exercisable during the period
commencing on the date hereof and ending on __________, 2005, to purchase from
the Company, from time to time, as hereinafter more specifically stated, at a
price of $_____ per share, up to but not exceeding in the aggregate ___________
shares of the Company's Common Stock. Such option shall vest and become
exercisable as to 20% of such shares on each of the first five anniversaries of
the date hereof.
3. The option hereby granted shall be exercised by the
delivery to the Controller of the Company, from time to time, of written notice,
signed by the Optionee, specifying the number of shares the Optionee then
desires to purchase, together with cash, certified check, bank draft or postal
or express money order to the order of the Company for an amount in United
States dollars equal to the option price of such shares, plus an amount
sufficient to satisfy any federal, state or local withholding tax requirements.
If the written notice is mailed, the date of its receipt by the Controller of
the Company shall be considered the date of exercise of the option by the
Optionee.
Within 30 business days after any such exercise of the option
as a whole or in part by the Optionee, the Company shall deliver to the Optionee
a certificate or certificates, which may be legended to reflect restrictions on
the transferability thereof, representing the
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aggregate number of shares with respect to which such option shall be so
exercised, registered in the Optionee's name.
No fractional shares of Common Stock shall be issued and in
lieu thereof, if a fractional share of Common Stock would otherwise be
deliverable to the Optionee, the Optionee shall be paid in cash an amount equal
to the same fraction of the fair market value of a share of Common Stock.
"Fair market value" as used in this Section 3 shall mean the
mean between the high and low sales prices of the Common Stock on the day
preceding the date of surrender on the principal securities exchange on which
the Common Stock is listed or admitted to trading on which prices are quoted in
U.S. dollars or, if no sale of stock shall have been made on that date on such
exchange, on the next preceding day on which there was a sale of the stock.
Notwithstanding anything to the contrary in this Agreement,
this option shall not be exercisable unless the offer and sale of the shares of
Common Stock subject thereto have been registered under the Securities Act of
1933 and qualified under applicable state "blue sky" laws, or the Company has
determined that an exemption from registration under such Act and from
qualification under such state "blue sky" laws is available. The Company may
require, as a condition to the exercise of this option, that the Optionee make
certain representations and warranties as to the Optionee's investment intent
with respect to the option shares. Notwithstanding anything to the contrary in
this Agreement, if the consummation of any transaction under this Agreement
would result in the possible imposition of liability to the Optionee pursuant to
Section 16(b) of the Securities Exchange Act of 1934, the Board of
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Directors or the Audit Committee shall have the right, in its sole discretion,
but shall not be obligated, to defer such transaction to the extent necessary to
avoid such liability, but in no event for a period in excess of 180 days.
4. The option hereby granted shall terminate and be of no
force or effect upon the happening of the first to occur of the following
events:
(a) The expiration of the time allowed for exercise of
this option as specified in this Agreement.
(b) Termination of the Optionee's employment by the
Company or a Subsidiary for cause or without the
consent of the Company (in each case as determined by
the Audit Committee).
(c) The expiration of 365 days after the date of the
termination of the Optionee's employment by the
Company or a Subsidiary other than for cause or
without the consent of the Company; provided, that
during such 365-day period, the Optionee shall have
the right to exercise this option with respect to any
or all shares which were vested and available for
purchase by him on the date of such termination of
employment and, in the event of his death after
termination of employment and during such 365-day
period, his estate, personal representative or
beneficiary shall have the right, within such period,
to exercise this option with respect to any or all
shares which were vested and available for purchase
by the Optionee on the date of his termination of
employment and which had not been purchased by him
prior to his death.
(d) The expiration of 365 days after the date of the
Optionee's retirement after a period of continuous
employment by the Company or a Subsidiary which
includes the date on which this option was granted;
provided, that during such 365-day period, the
Optionee shall have the right to exercise this option
with respect to any or all shares which were vested
and available for purchase by him on the date of such
retirement and, in the event of his death after
retirement and during such 365-day period, his
estate, personal representative or beneficiary shall
have the right, within such period, to exercise this
option with respect to any or all shares which were
vested and available for purchase by the Optionee on
the
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date of his retirement and which had not been
purchased by him prior to his death.
(e) The expiration of 365 days after the date of death of
the Optionee during a period of continuous employment
by the Company or a Subsidiary which includes the
date on which this option was granted; provided, that
during such 365-day period, his estate, personal
representative or beneficiary shall have the right to
exercise this option with respect to any or all
shares which were vested and available for purchase
by the Optionee on the date of his death.
The Audit Committee shall have absolute and uncontrolled
discretion to determine whether the Optionee's termination of employment is
without the consent of the Company or is to be regarded as for cause or as
retirement and whether an authorized leave of absence or absence on military or
government service shall constitute a termination of employment for the purposes
of this Agreement.
Upon termination of the Optionee's employment for any reason,
this option, to the extent it has not theretofore vested, shall be forfeited and
cancelled.
5. Whenever the word "Optionee" is used in any provision of
this Agreement under circumstances where the provision should logically be
construed to apply to the executors, the administrators, or the person or
persons to whom this option may be transferred by will or by the laws of descent
and distribution, it shall be deemed to include such person or persons.
6. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and, during the Optionee's
lifetime, may be exercised only by him or his legal guardian or representative.
No assignment or transfer of this option or the
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rights represented thereby, whether voluntary, involuntary, or by operation of
law or otherwise, except by will or the laws of descent and distribution, shall
vest in the assignee or transferee any interest or right herein whatsoever, but
immediately upon any attempt to assign or transfer this option, the same shall
terminate and be of no force or effect.
7. The Optionee shall not be deemed for any purpose to be a
stockholder of the Company with respect to any shares optioned by this Agreement
until the option hereby granted shall have been exercised and payment and
delivery for the shares purchased upon exercise shall have been made as herein
provided. No adjustment shall be made for dividends or other rights for which
the record date is prior to the date the shares are issued or transferred to
Optionee.
8. The existence of this option shall not affect in any way
the right or power of the Company or its stockholders to make or authorize any
and all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or preference stocks
ahead of or affecting the Common Stock or the rights thereof, or the dissolution
or liquidation of the Company, or any sale or transfer of all or part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
9. The shares with respect to which this option is granted are
shares of the Common Stock of the Company as constituted on the date of this
Agreement, but if, and whenever, hereafter and prior to the delivery by the
Company of all of the shares of Common
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Stock with respect to which this option is granted, the Company shall effect a
subdivision or consolidation of shares, or other capital readjustment, the
payment of a stock dividend, or other increase or reduction of the number of
shares of Common Stock outstanding, without the receipt of consideration by the
Company, then (a), in the event of any increase in the number of such shares
outstanding, the number of shares of Common Stock then remaining subject to
option hereunder shall be proportionately increased, and the cash consideration
payable per share shall be proportionately reduced, and (b), in the event of a
reduction in the number of such shares outstanding, the number of shares of
Common Stock then remaining subject to option hereunder shall be proportionately
reduced, and the cash consideration payable per share shall be proportionately
increased.
10. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the exercise of this
option or the delivery of shares to the Optionee, any law or regulations of any
governmental authority having jurisdiction in the matter shall require either
the company or the Optionee to take any action or refrain from action in
connection therewith or to delay such exercise, then the delivery of such shares
on such exercise shall be deferred until such action shall have been taken or
such restriction on action shall have been removed.
11. As conditions precedent to the granting of the option and
all other rights provided hereunder, the Optionee and any other person who
acquires any rights hereunder, agrees that any dispute or disagreement which
shall arise under, or as a result of, or pursuant to, this Agreement may be
determined, either by the Audit Committee or by the Company's
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Board of Directors in the Audit Committee's or the Board's absolute and
uncontrolled discretion; and that any such determination or interpretation of
the terms of this Agreement or any other determination by either such Committee
or the Board of Directors of the Company shall be final, binding and conclusive
on all persons affected thereby.
12. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: Xxxxxx X. Xxxxxx,
Chief Administrative Officer, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, X.X. 00000, (212)
605-7100, or at such other address as the Company, by notice to the Optionee,
may designate in writing from time to time; to the Optionee at the address
indicated in the Optionee's then current personnel records, or at such other
address as the Optionee, by notice to Xx. Xxxxxx at the above address, may
designate in writing from time to time.
13. Notwithstanding any other provision of this Agreement to
the contrary:
(a) In the event of a merger in which the Company is not
the survivor, a sale or transfer of all or
substantially all of the assets of the Company, or a
liquidation or reorganization of the Company, the
Optionee shall have the right, commencing 30 days
prior to such merger, sale or transfer of assets, or
liquidation or reorganization to immediately exercise
on a fully-vested basis each option which was granted
to him at least six months prior to the date of such
exercise.
(b) In the event that a Change in Control shall occur,
the Optionee shall have the right immediately after
the effective date of such Change in Control, until
such time as the option would otherwise expire
according to Section 4 of this Agreement, to exercise
on a fully-vested basis each option which was granted
to him under this Agreement at least six months prior
to the date of exercise. As used in this Agreement, a
"Change in Control" shall mean a change in control of
a nature that would be
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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 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.
14. In the event that a Change in Control (as defined in
Section 14 above) shall occur, the Optionee shall have the right to elect to
receive from the Company an amount in cash, in a lump sum, for each share of
Common Stock covered by the Optionee's options granted hereunder, equal to the
difference between the then current exercise price of such option and the
greater of: (i) the highest price per share paid for the purchase of Common
Stock in connection with the Change in Control and (ii) the highest closing
price per share paid for the purchase of Common Stock on the principal exchange
on which the Common Stock is
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listed during the 90-day period immediately preceding the Change in Control. The
Optionee may elect to receive such cash payment only during the 30-day period
commencing upon the effective date of the Change in Control, and such election
shall be effective with respect to all options which were granted at least six
months prior to the date of exercise. Upon an election to receive such cash
payment, the option to which such cash payment relates shall no longer be
exercisable to the extent of the number of shares covered by the option for
which such cash payment was received.
15. In the event that Section 13 or 14 of this Agreement shall
become applicable, Section 11 of this Agreement shall not be effective.
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IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officers, under its corporate seal, and the
Optionee has hereunder set his hand and seal, as of this day and year first
above written.
CORNERSTONE PROPERTIES INC.
By:
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Name:
Title:
By:
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Name:
Title:
ATTEST:
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Optionee
