EXHIBIT 10.2
Form and description of Incentive Stock Option Agreements dated June 30, 1998,
and November 2, 1998,
Agreements between the Company and the following individuals are substantially
identical in all material respects except as identified below:
Agreements dated June 30, 1998:
X. Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
-------------------- ----------------- -----------------
Vesting schedule:
June 30, 1999 - - 5,000
June 30, 2000 - - 5,000
June 30, 2001 - - 5,000
June 30, 2002 7,600 7,600 5,000
Total shares subject to
option 7,600 7,600 20,000
Agreement dated November 1, 1998:
Xxxxxxx X. Xxxxxxxx
---------------------
Vesting schedule:
November 1, 1999 8,750
November 1, 2000 8,750
November 1, 2001 8,750
November 1, 2002 8,750
Total shares subject to
option 35,000
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XXXXXX-XXXXX PROPERTIES, INC.
INCENTIVE STOCK OPTION AGREEMENT
An incentive stock option, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Option") is hereby granted by
Xxxxxx-Xxxx] Properties, Inc., a Maryland corporation (the "Company"), to the
employee named below (the "Employee"), with respect to common stock of the
Company, $.01 par value per share ("Common Stock"), subject to the following
terms and conditions:
1. Subject to the provisions set forth herein and the terms and
conditions of the Xxxxxx-Xxxxx Properties, Inc. Amended and Restated 1994 Stock
Option and Incentive Plan (the "Plan"), the terms of which are hereby
incorporated by reference, and in consideration of the agreements of Employee
herein provided, the Company hereby grants to Employee an Option to purchase
from the Company the number of shares of Common Stock, at the purchase price per
share, and on the schedule, all as set forth below. Any capitalized term not
otherwise defined in this Agreement shall have the meaning given to such term in
the Plan. The terms and conditions of exercise of the Option and the payment of
the Purchase price are as provided at Section 5 of the Plan. Upon the exercise
of an Option, the Committee shall have the right to require the Employee to
remit to the Company, in any such manner or combination of manners permitted
under the terms of the Plan, an amount sufficient to satisfy all federal, state
and local withholding tax requirements prior to the delivery by the Company of
any certificate for shares of Common Stock.
Name of Employee: X. Xxxxx Xxxxxxxxx
Date of Xxxxx: June 30, 1998
Number of Shares Subject to Option: 7,600
Exercise Price Per Share: $13.125
Reload Option: (Yes) or (No)
Vesting and Exercise Schedule:
Exercise Period
Number of Vesting Expiration
Shares Date Date
7,600 June 30, 2002 June 30, 2008
The Expiration Date of the Exercise Period for the Option hereby
granted may not be more than ten (10) years after the Date of Grant of the
Option; and further provided, that if the Employee
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owns or is deemed to own (by reason of the attribution rules of Section 424(d)
of the Code) more than 10% of the combined voting power of all classes of stock
of the Company or any Subsidiary or parent corporation, the term of the Option
shall be no more than five (5) years from the Date of Grant; and further
provided, that the aggregate Fair Market Value (determined as of the Date of
Grant) of the shares of the Common Stock with respect to which incentive stock
options, as defined in Section 422 of the Code, have been granted either under
the Plan or under any other plan of the Company or its Subsidiaries become
exercisable for the first time by Employee during any calendar year shall not
exceed $100,000.00.
2. The exercise of the Option is conditioned upon the acceptance by
Employee of the terms hereof and the Plan as evidenced by his or her execution
of this Agreement and the return of an executed copy to the Secretary of the
Company no later than October 31, 1998.
If Employee's employment with the Company and all Subsidiaries is
terminated by reason of death or Disability, as that term is defined in Section
22(e)(3) of the Code or as may be otherwise determined by the Committee, the
vested portion of the Option shall remain exercisable for a period of six months
following the date of such termination of employment (or such longer period as
the Committee shall specify at any time) or until the expiration of the stated
term of the Option as set forth in paragraph I hereof (the "Expiration Date"),
if earlier. If Employee's employment with the Company and all Subsidiaries is
terminated under any circumstance other than for Cause, the vested portion of
the Option shall remain exercisable for a period of three months from the date
of such termination of employment (or such longer period as the Committee shall
specify at any time) or until the Expiration Date, if earlier. If Employee's
employment with the Company and all Subsidiaries is terminated for Cause, the
Option shall terminate immediately 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 up to thirty (30) days from the date of
termination of employment or until the Expiration Date, if earlier.
Written notice of an election to exercise any portion of the Option,
specifying the portion thereof being exercised and the exercise date, shall be
given by Employee, or his personal representative in the event of Employee's
death, (i) by delivering such notice to the Secretary of the Company at the
principal executive offices of the Company or (ii) by delivering such notice to
a broker-dealer with a copy to the Secretary of the Company.
If expressly permitted in the schedule set forth in paragraph I above,
and if Employee satisfies the obligation to pay the purchase price by
surrendering unrestricted Company shares, then the Option set forth herein shall
include a so-called "reload" feature pursuant to which the Employee exercising
an Option pursuant to this paragraph 2 shall automatically be granted an
additional Option with an exercise price equal to the Fair Market Value of the
Common Stock on the date the additional Option is granted and with the same
expiration date as the original Option being exercised, and with such other
terms as the Committee may provide, to purchase that number of shares of the
Common Stock equal to the number delivered to exercise the original Option. If
not
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expressly permitted in the schedule set forth in paragraph I above, the Option
granted in this Agreement shall not include such a "reload" feature.
3. In the event of a Change in Control as defined in the Plan, the
Option shall automatically become fully exercisable, notwithstanding any
provision in the Plan or herein to the contrary.
4. The Option may be exercised only by Employee during his lifetime and
may not be transferred other than by will or the applicable laws of descent or
distribution. The Option shall not otherwise be transferred, assigned, pledged
or hypothecated for any purpose whatsoever and is not subject, in whole or in
part, to execution, attachment, or similar process. Any attempted assignment,
transfer, pledge or hypothecation or other disposition of the Option, other than
in accordance with the terms set forth herein, shall be void and of no effect.
5. Neither Employee nor any other person entitled to exercise the
Option under the terms hereof shall be, or have any of the rights or privileges
of, a shareholder of the Company in respect of any of the shares of Common Stock
issuable on exercise of the Option, unless and until the purchase price for such
shares shall have been paid in full.
6. In the event the Option shall be exercised in whole, this Agreement
shall be surrendered to the Company for cancellation. In the event the Option
shall be exercised in part, or a change in the number or designation of the
Common Stock shall be made, this Agreement shall be delivered by Employee to the
Company for the purpose of making appropriate notation thereon, or of otherwise
reflecting, in such manner as the Company shall determine, the partial exercise
or the change in the number of designation of the Common Stock.
7. The Option shall be exercised in accordance with such administrative
regulations as the Committee shall from time to time adopt.
8. The Option and this Agreement shall be construed, administered and
governed in all respects under and by the laws of the State of North Carolina.
XXXXXX-XXXXX PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: Executive Vice President
The undersigned hereby accepts the foregoing Option and the terms and
conditions hereof.
/s/ X. Xxxxx Xxxxxxxxx (SEAL)
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X. Xxxxx Xxxxxxxxx
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