Exhibit 10.2
LIBERTY PROPERTY TRUST
______________________
STOCK OPTION
____________
THIS STOCK OPTION (the "Option") is granted as of this ______ day of
_____________, 200___ by LIBERTY PROPERTY TRUST, a Maryland real estate
investment trust (the "Company"), to {Optionee} (the "Optionee").
W I T N E S S E T H:
____________________
1. GRANT. The Company hereby grants to the Optionee an Option to purchase on the
terms and conditions hereinafter set forth all or any part of an aggregate of
________ shares of the Company's common shares of beneficial interest, $.001 par
value per share (the "Option Shares") at the purchase price of $________ per
share (the "Option Price"). This Option is intended to be an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code") to the extent permitted under the Code. To the extent
that this Option is exercisable for the first time during any calendar year with
respect to Option Shares having a value (determined using as the per share value
the fair market value of an Option Share on the date hereof) in excess of
$100,000, or to the extent this Option is exercised after the period provided
for the exercise of "incentive stock options" under the Code, this Option shall
be treated as an option which is not an "incentive stock option." This Option is
granted pursuant to the Liberty Property Trust Amended and Restated Share
Incentive Plan (the "Plan").
1
2. TERM.
(a) GENERAL RULE. The Option granted hereunder shall become exercisable
with respect to (1) up to twenty percent (20%) of the Option Shares after the
first anniversary of the date hereof, (2) up to fifty percent (50%) of the
Option Shares after the second anniversary of the date hereof, and (3) one
hundred percent (100%) of the Option Shares after the third anniversary of the
date hereof. Notwithstanding, the preceding sentence, upon the Optionee's
termination of services or employment with the Company or an Affiliate as a
result of the Optionee's death, Disability (as defined in the Plan), any portion
of the Option that is not otherwise exercisable shall become exercisable upon
the date of such termination of services or employment with the Company or an
Affiliate. The Option granted hereunder shall terminate in all events at 5:00
p.m. local Philadelphia, Pennsylvania time ten years from the date hereof,
unless sooner terminated under subsection 2(d) below.
The Board of Trustees in its administrative capacity with respect to the
Plan or, if so designated, any committee designated by the Board of Trustees to
administer the Plan with respect to persons including Optionee is referred to in
this Option as the "Committee".
(b) RETIREMENT.
(i) Notwithstanding subsection 2(a) above, in the event the Optionee
terminates employment or service with the Company or an Affiliate, other than as
a result of Optionee's death or Disability, after the Optionee has attained age
55 or 56, with at least 10 years of employment or service for the Company or an
Affiliate, at a
2
time when the Option granted pursuant to this Award is not fully exercisable
under Section 2(a) above, the portion of the Option that would have become
exercisable within the 12 month period after the Optionee's termination of
employment or service with the Company or an Affiliate shall become exercisable
as of the date of the Optionee's termination of employment or service with the
Company or an Affiliate.
(ii) Notwithstanding subsection 2(a) above, in the event the Optionee
terminates employment or service with the Company or an Affiliate other than as
a result of Optionee's death or Disability after the Optionee has attained age
57 or 58, with at least 8 years of employment or service for the Company or an
Affiliate or attained age 59 or 60, with at least 6 years of employment or
service for the Company or an affiliate, at a time when the Option granted
pursuant to this Award is not fully exercisable under Section 2(a) above, the
portion of the Option that would have become exercisable within the 24 month
period after the Optionee's termination of employment or service with the
Company or an Affiliate shall become exercisable as of the date of the
Optionee's termination of employment or service with the Company or an
Affiliate.
(iii) Notwithstanding subsection 2(a) above, in the event the Optionee
terminates employment or service with the Company or an Affiliate other than as
a result of Optionee's death or Disability after the Optionee has attained age
61 or 62, with at least 4 years of employment or service for the Company or an
Affiliate, or attained age 63 or 64, with at least 2 years of employment or
service for the Company or an Affiliate at a time when the Option granted
pursuant to this Award is not fully exercisable under Section 2(a) above, the
portion of the Option that would have become exercisable within the 36 month
period after the Optionee's termination of employment
3
or service with the Company or an Affiliate shall become exercisable as of the
date of the Optionee's termination of employment or service with the Company or
an Affiliate.
(v) Notwithstanding subsection 2(a) above, in the event the Optionee
terminates employment or service with the Company or an Affiliate other than as
a result of Optionee's death or Disability after the Optionee has attained age
65 or older, with at least one year of employment or service for the Company, at
a time when the Option granted pursuant to this Award is not fully exercisable
under Section 2(a) above, this Award shall become fully exercisable as of the
date of the Optionee's termination of employment or service with the Company or
an Affiliate.
(c) CHANGE OF CONTROL. Notwithstanding the foregoing, in the event there is
a Change of Control while the Optionee is employed by, or in the service of, the
Company or an Affiliate and subsequently Optionee's service or employment is
terminated by the Company other than "for cause" within two years following a
Change of Control, any portion of the Option that is not otherwise exercisable
shall become exercisable upon the date of such termination of employment or
service with the Company or an Affiliate.
(d) EARLY TERMINATION OF OPTIONS. Notwithstanding the provisions of
subsection 2 (a), all right to exercise this Option shall terminate upon the
first to occur of the following:
(i) The third month anniversary of the date of termination of the
Optionee's services or employment with the Company or an Affiliate for any
reason other than death, Disability or Retirement,
4
(ii) The thirty-sixth month anniversary of the date of termination of
the Optionee's services or employment with the Company or an Affiliate on
account of death, Disability or Retirement. Any Option not exercised within the
one (1) year period after the date of termination of the Optionee's services or
employment with the Company or an Affiliate due to a Disability shall be treated
as a Non-Qualified Option. Any Option not exercised within the three month
anniversary date after the termination of the Optionee's services or employment
with the Company or an Affiliate on account of Retirement shall be treated as a
Non-Qualified Option.
(iii) A finding by the Committee, after full consideration of the facts
presented on behalf of both the Company and the Optionee, that the Optionee has
breached his or her employment or service contract with the Company or an
Affiliate, or has been engaged in disloyalty to the Company or an Affiliate,
including, without limitation, fraud, embezzlement, theft, commission of a
felony or proven dishonesty in the course of his or her employment or service,
or has disclosed trade secrets or confidential information of the Company or an
Affiliate. In such event, in addition to immediate termination of the Option,
the Optionee shall automatically forfeit all Shares for which the Company has
not yet delivered the Share certificates upon refund by the Company of the
Option Price. Notwithstanding anything herein to the contrary, the Company may
withhold delivery of Share certificates pending the resolution of any inquiry
that could lead to a finding resulting in a forfeiture.
(iv) The date, if any, set by the Board of Trustees as an accelerated
expiration date in the event of the liquidation or dissolution of the Company.
3. TRANSFERS. This Option is not transferable by the Optionee otherwise than by
will or pursuant to the laws of descent and distribution in the event of the
Optionee's death (in which event the Option may be exercised by the heirs or
legal representatives of the Optionee). Except as expressly set forth above in
this Section 3, the Option may be
5
exercised during the lifetime of the Optionee only by the Optionee. Any attempt
at assignment, transfer, pledge or disposition of the Option contrary to the
provisions hereof or the levy of any execution, attachment or similar process
upon the Option other than as expressly set forth above in this Section 3 shall
be null and void and without effect. Any exercise of the Option by a person
other than the Optionee shall be accompanied by appropriate proofs of the right
of such person to exercise the Option.
4. METHOD OF EXERCISE AND PAYMENT. When exercisable under Section 2, the Option
may be exercised by written notice to the Company's Treasurer specifying the
number of Option Shares to be purchased and, unless the Option Shares are
covered by a then current registration statement or a Notification under
Regulation A under the Securities Act of 1933 (the "Act"), containing the
Optionee's acknowledgment in form and substance satisfactory to the Company,
that the Optionee (a) is purchasing such Option Shares for investment and not
for distribution or resale (other than a distribution or resale which, in the
opinion of counsel satisfactory to the Company, may be made without violating
the registration provisions of the Act), (b) has been advised and understands
that (i) the Option Shares have not been registered under the Act and are
"restricted securities" within the meaning of Rule 144 under the Act and are
subject to restrictions on transfer and (ii) the Company is under no obligation
to register the Option Shares under the Act or to take any action which would
make available to the Optionee any exemption from such registration, (c) has
been advised and understands that such Option Shares may not be transferred
without compliance with all applicable federal and state securities laws, and
(d) has been advised and understands that an appropriate legend referring to the
restrictions contained in this Option may be endorsed on the certificate. The
notice shall be accompanied by payment of the aggregate Option Price of the
Option Shares being purchased (a) in cash, (b) by certified or cashier's check
payable to the order of the Company, (c) subject to the terms of the Plan
(including
6
without limitation, Section 15 of the Plan) by payment through a broker in
accordance with procedures permitted by Regulation T of the Federal Reserve
Board or (d) by such other mode of payment as the Board may approve. Such
exercise shall be effective upon the actual receipt by the Company's Treasurer
of such written notice and payment. In addition, except as provided below, the
Optionee may make payment in whole or in part in common shares of beneficial
interest in the Company. If payment is made in whole or in part in such shares,
then the Optionee shall deliver to the Company certificates registered in the
name of the Optionee representing such shares legally and beneficially owned by
the Optionee, free of all liens, claims and encumbrances of every kind and
having a fair market value (as determined under the Plan) on the date of
delivery that is at least as great as the Option Price of the Option Shares with
respect to which this Option is to be exercised by payment in such shares,
accompanied by powers duly endorsed in blank by the Optionee. Notwithstanding
the foregoing, the Committee, in its sole discretion, may refuse to accept
Shares in payment of the Option Price or may impose such other limitations and
prohibitions on the use of shares of beneficial interest in the Company to
exercise this Option as it deems appropriate. In the event the Committee refuses
to accept Shares in payment of the Option Price, any certificates representing
Shares which were delivered to the Company shall be returned to the Optionee
with notice of the refusal of the Committee to accept such shares in payment of
the Option Price.
5. ADJUSTMENTS ON CHANGES IN CAPITALIZATION. In the event that the outstanding
shares of beneficial interest in the Company are changed by reason of a
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination or exchange of shares and the like (not including the
issuance of shares on the conversion of other securities of the Company which
are outstanding on the date of grant and which are convertible into such shares)
or dividends payable in such shares, an equitable
7
adjustment shall be made in the number of Shares and price per Share subject to
this Option in accordance with the applicable provisions of the Plan.
6. LEGAL REQUIREMENTS. If the listing, inclusion, registration or qualification
of the Option Shares upon any securities exchange, in any automated quotation
system, or under any federal or state law, or the consent or approval of any
governmental regulatory body is necessary as a condition of or in connection
with the purchase of any Option Shares, the Company shall not be obligated to
issue or deliver the certificates representing the Option Shares as to which
this Option has been exercised unless and until such listing, inclusion,
registration, qualification, consent or approval shall have been effected or
obtained. If registration is considered unnecessary by the Company, the Company
may cause a legend to be placed on the Option Shares being issued calling
attention to their having been acquired for investment and not having been
registered.
7. PLAN PROVISIONS; ADMINISTRATION. This Option has been granted pursuant to and
is subject to the terms and provisions of the Plan. Subject to the provisions of
the Plan, all questions of interpretation and application of the Plan and this
Option shall be determined by the Committee. The Committee determination shall
be final, binding and conclusive.
8. NOTICES. Any notice to be given to the Company shall be in writing and shall
be addressed to the Treasurer of the Company at its principal executive office,
and any notice to be given to the Optionee shall be addressed to the Optionee at
the address then appearing in the records of the Company or the Affiliate of the
Company relating to addresses of members of the Board or at such other address
as either party hereafter may designate in writing to the other. Except as
otherwise set forth herein, any such notice shall be deemed to have been duly
given, made and received only when
8
personally delivered, or on the day delivery is guaranteed when transmitted,
addressed as aforesaid, to a third party company or governmental entity
providing delivery services in the ordinary course of business, or two days
following the day when deposited in the United States mails, by registered or
certified mail, postage prepaid, return receipt requested, addressed as
aforesaid. Notwithstanding the foregoing, any notice of exercise pursuant to
Section 4 shall be deemed to have been duly given, made or received only upon
actual receipt by, or upon tender of delivery to, the addressee of such notice.
9. NO COMMITMENT TO RETAIN. Nothing herein contained shall affect the right of
the Company or any Affiliate to terminate the Optionee's services,
responsibilities, duties, or authority to represent the Company or any Affiliate
at any time for any reason whatsoever.
10. AMENDMENT. The Board of Trustees of the Company shall have the right to
amend this Option, subject to the Optionee's consent if such amendment is not
favorable to the Optionee, except that the consent of the Optionee shall not be
required for any amendment made under Subsection 8(e) (i) (E) or Section 10 of
the Plan.
11. WITHHOLDING OF TAXES. Whenever the Company proposes or is required to
deliver or transfer Option Shares in connection with the exercise of this
Option, the Company shall have the right to (a) require the Optionee to remit to
the Company an amount sufficient to satisfy any federal, state and/or local
withholding tax requirements prior to the delivery or transfer of any
certificate or certificates for such Option Shares or (b) take whatever action
it deems necessary to protect its interests with respect to tax liabilities.
9
12. NOTIFICATION OF COMPANY UPON EARLY DISPOSITION OF OPTION SHARES. If,
following the exercise of this Option in whole or in part, the Optionee disposes
of any Option Shares within two years from the date of grant of this Option or
within one year after the transfer of the Option Shares to the Optionee, the
Optionee shall give notice in writing to the Committee of such disposition and
shall provide the Committee with such other information as the Committee may
reasonably request.
(Signatures on Next Page)
10
IN WITNESS WHEREOF, the Company has granted this Option on the day and year
first above written.
LIBERTY PROPERTY TRUST
By:____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President and
Chief Executive Officer
ACKNOWLEDGED:
By: ___________________________
Optionee: {Optionee}
11
