Exhibit 10.37
SHARE PURCHASE AGREEMENT
SECURITY CAPITAL GROUP INCORPORATED
1998 LONG-TERM INCENTIVE PLAN
THIS AGREEMENT, dated as of the 8th day of January, 2001, by and
between ______________ (the "Participant") and Security Capital Group
Incorporated (the "Company").
WHEREAS, the Company maintains the Security Capital Group Incorporated
1998 Long-Term Incentive Plan (the "Plan"), which is incorporated into and forms
a part of this Agreement, for the benefit of employees of the Company and
certain other Related Companies; and
WHEREAS, the Committee has made available to the Participant a number
of shares of Class B Common Stock of the Company (the "Shares") equal in value
as of January 8, 2001, of up to 50% of the Participant's pre-tax bonus for 2000,
and restricted share units (the "Units") equal to 75% of the number of Shares
purchased by the Participant hereunder;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant as follows:
1. Subject to the terms of this Agreement and the Plan, the Participant
hereby agrees to purchase from the Company a number of whole Shares equal to
$_______ divided by the closing price of the Shares on the New York Stock
Exchange on January 8, 2001 (the "Purchased Shares"). The purchase price for the
Purchased Shares shall be deducted from the Participant's 2000 bonus.
2. The Purchased Shares shall be issued under the Plan and shall be
registered under the Securities Act of 1933, as amended. The Purchased Shares
shall be freely transferable, subject to compliance with the Company's Xxxxxxx
Xxxxxxx Policy. The Company shall issue the Purchased Shares to the Participant
in certificated form. The Company shall retain the certificates for the
Purchased Shares in a safe deposit box until January 8, 2004, subject to
paragraph 5.
3. On January 8, 2001, the Company shall issue Units to the Participant
equal to 75% of the number of Purchased Shares purchased under this Agreement.
The Units shall be issued under a Restricted Share Unit Agreement in the form
attached as Appendix 1.
4. The Participant acknowledges and agrees that the Units shall vest on
January 8, 2004, the third anniversary of the grant date of the Units (the
"Vesting Date"). The Participant further acknowledges and agrees that if the
Participant terminates employment with the Company for any reason other than
death, disability or retirement before January 8, 2004, all Units shall be
forfeited, or if the Participant sells any Purchased Shares before the Vesting
Date, a number of Units equal to 75% of the number of Purchased Shares sold
shall be forfeited on the date of such sale.
5. The Participant shall notify the Company in writing if he or she
enters into an agreement to sell any Purchased Shares before January 8, 2004.
Upon receipt of such notice, the Company shall deliver to the Participant or his
or her designee a certificate for the number of Purchased Shares which the
Participant wishes to sell. Upon delivery of those Purchased Shares, the
Participant shall forfeit a number of Units equal to 75% of the Purchased Shares
sold.
6. Any sale by the Participant of any Shares or other securities of the
Company, other than the Purchased Shares, shall not affect the vesting of the
Units.
7. This Agreement shall be governed by the laws of the state of
Maryland.
8. This Agreement may be amended only by a written document signed by
the Company and the Participant.
IN WITNESS WHEREOF, the Participant and the Company have executed this
Agreement as of the date first above written.
PARTICIPANT
----------------------------
SECURITY CAPITAL GROUP
INCORPORATED
By
--------------------------
Xxxxxxx X. Xxxxx
Senior Vice President & Secretary
2
