EXHIBIT 10.10(f)
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[Company Type] EMPLOYEE
[Year] UNIT OPTION AGREEMENT
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THIS AGREEMENT is made and entered into as of the [Day] day of
[Month], [Year] between [Fname] [Minitial] [Lname], an individual
("Optionholder"), and [Intro];
WHEREAS, the AMLI Residential Properties Option Plan (the "Plan") was
adopted on February 15, 1994 by AMLI Residential Properties Trust ("AMLI"),
the AMLI Residential Properties, L.P. (the "Partnership") and certain other
"Affiliated Companies" (as defined in the Plan) to enable AMLI, the
Partnership and the Affiliated Companies to attract, retain and motivate
individuals to perform services as trustees, officers, employees or service
providers to AMLI or the Affiliated Companies by providing for or
increasing the opportunity for such individuals to share in the growth and
success of the Affiliated Companies through obtaining proprietary interests
in AMLI and the Partnership; and
WHEREAS, Pursuant to Article 3 of the Plan, the Board of Directors of
the Company, which is one of the Affiliated Companies, has granted
Optionholder options to purchase limited partnership interests in the
Partnership ("Units") in accordance with the terms and conditions of this
Agreement and the Partnership and Optionholder desire to document the grant
of such options;
NOW, THEREFORE, for and in consideration of the premises and the
mutual agreements contained herein and for other good and legal
consideration, the receipt and legal sufficiency of which is hereby
acknowledged by the parties, it is hereby agreed as follows:
1. OPTION AWARD; PRICE: The Partnership hereby grants to Optionholder
the right to purchase up to [Options Acquired] Units at a price of
$[Options Price] per Unit (the "[Year] Options").
2. VESTING RULES: The [Year] Options granted hereunder shall vest
on the earlier to occur of the following dates (the "Vesting Date"):
(a) One third of the [Year] Options on each of the third, fourth
and fifth anniversary of the date of this Agreement, provided
that the Optionholder continues to be an employee of AMLI, the
Partnership or another Affiliated Company on such date;
(b) Optionholder's death while Optionholder is an employee of AMLI,
the Partnership or another Affiliated Company or termination of
Optionholder's employment by the Partnership, AMLI and all
other Affiliated Companies by reason of Optionholder becoming
disabled;
(c) Optionholder's employment by the partnership, AMLI and all
affiliated Companies is otherwise terminated by the employer
unless such termination is for cause;
(d) In the event of a Change in Control.
If the terms of the Optionholder's employment are now or in the
future become subject to a written employment agreement containing a
change in control provision, the applicable change in control
provisions included in such employment agreement are incorporated
herein by reference into this definition and supersede this
definition of change in control.
1
"Change in Control" shall mean the occurrence of the following:
(i) Any Person other than:
(1) A trustee or other fiduciary of securities held
under an employee benefit plan of the REIT or an
employee benefit plan of an Affiliate of the REIT;
(2) A corporation or trust owned, directly or
indirectly, by the present shareholders on the
Effective Date of the REIT in substantially the
same proportions as their ownership of the REIT;
(3) Any Person in which the Employee has a substantial
(10% or greater) equity interest;
(4) , the Employee, or their respective families; or
(5) A Person that acquires Shares pursuant to a
Business Combination (as defined below) which is
approved by the shareholders of the REIT and which
complies with subparagraph (iv) of this definition;
is or becomes a beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of Shares representing 25% or more of
the total voting power of the REIT's then outstanding shares of
beneficial interest, or of 25% or more of the then outstanding
Units of the Operating Partnership;
(ii) A tender offer is made for the shares of beneficial
interest of the REIT and the Person making the offer owns
or has accepted for payment Shares representing 25% or
more of the total voting power of the REIT's then
outstanding shares of beneficial interest, or of 25% or
more of the then outstanding Units of the Operating
Partnership;
(iii) The majority of the REIT's Board of Trustees consists of
individuals other than Incumbent Trustees, which term
means the members of the REIT's Board of Trustees on the
date of this Agreement; provided that any individual
becoming a Trustee subsequent to such date whose election
or nomination for election was supported by 2/3 of the
Trustees who then comprised Incumbent Trustees shall be
considered to be an Incumbent Trustee; or
(iv) The shareholders of the REIT approve a reorganization,
merger, consolidation or sale of all or substantially all
of the assets of the Company, the REIT, or the Operating
Partnership (a "Business Combination") with or to any
other Person (other than the Employee) other than a
Business Combination which (a) would not result in any
Person (other than Employee) owning, directly or
indirectly, 50% or more of the combined voting power of
the REIT's or such surviving entity's outstanding voting
securities, or of the Operating Partnership's Units,
immediately after such Business Combination.
2
For purposes of this Paragraph, "Person" means an individual,
corporation, partnership, trust, unincorporated association or any
other legal entity, and collectively shall include any group of two
or more Persons acting in concert. "Affiliate" with regard to a
Person, means a Person that controls or is controlled by such Person.
For purposes of this definition, "control" when used with respect to
any Person means the power to direct the management and policies of
such Person, whether through the ownership of voting securities, by
contract or otherwise. The term "Affiliates" and "Affiliated" shall
have correlative meanings. For purposes of this Paragraph, neither
the Company, the REIT, nor the Operating Partnership shall be deemed
an Affiliate of the Employee. "Shares" means the Common Shares,
together with the Preferred Shares, of the REIT. "Common Shares"
means common shares of beneficial interest of the REIT, par value
$0.01 per share. "Preferred Shares" means the preferred shares of
beneficial interest of the REIT, par value $0.01 per share. "Unit"
means a unit of limited partnership interest in the Operating
Partnership;
or
(e) Optionholder retires as an employee of the Partnership, AMLI or
another Affiliated Company having reached the age of at least
62 and having been an employee of AMLI, the Partnership,
another Affiliated Company , or a combination thereof, for not
less that 10 years.
3. EXERCISE/PAYMENT: The [Year] Options which have become vested may be
exercised in whole or in part (provided that they may not be
exercised as to any partial Unit) by delivery prior to the Expiration
date of written notice to the Company's Legal Department which
describes the [Year] Options being exercised by number and in
sufficient detail to permit the Legal Department to verify their
existence and that they are vested, and to verify the availability of
seasoned shares in the event of a cashless exercise. Optionholder
shall satisfy all other pre-clearance and/or exercise requirements or
procedures in place at the time of the exercise. Payment of the full
purchase price for the Units being purchased shall be made to the
Partnership within 3 business days after the delivery of the notice
of exercise. Payment shall be made by cash, wire transfer or bank
check.
4. EXPIRATION DATE: The [Year] Options shall expire and shall not
thereafter be exercisable at the close of business at 5 p.m. Chicago
time on the "Expiration Date" which shall be the earlier to occur of
the following dates (or if such date is not a business day, on the
last business day preceding such date):
(a) The tenth anniversary of the date of this Agreement, or
(b) 12 months after Optionholder dies or otherwise ceases to be an
employee of AMLI and all Affiliated Companies.
5. NON TRANSFERABLE: The [Year] Options are not transferable but may
only be exercised by Optionholder or Optionholder's legal
representative.
6. TERMS OF PLAN: Any provision of this Agreement to the contrary
notwithstanding, the terms of the Plan shall govern the [Year]
Options, and this Agreement is subject in all respects to the terms
and conditions of the Plan. Any capitalized term used but not
defined herein shall have the meaning set forth in the Plan.
7. INCOME TAX STATUS: The [Year] Options are Nonqualified Options under
the terms of the Plan.
3
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.
[Company]
[Member] [Fname] [Minitial] [LName]
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(Optionholder's Name)
By:
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(Signature of Optionholder)
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