EXHIBIT 4.4
G & L REALTY CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
AMENDED AND RESTATED
1993 STOCK INCENTIVE PLAN
FOR NONEMPLOYEE DIRECTORS
This Non-Qualified Stock Option Agreement ("Agreement") is made and entered
into as of the Date of Grant indicated below by and between G & L Realty Corp.,
a Maryland corporation (the "Company"), and the person named below as Optionee.
WHEREAS, Optionee is a nonemployee director ("Nonemployee Director") of the
Company; and
WHEREAS, pursuant to the Company's Amended and Restated 1993 Stock
Incentive Plan (the "1993 Plan"), an option to purchase shares of the Common
Stock, par value $.01 per share, of the Company (the "Common Shares"), has been
granted to Optionee, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. GRANT OF OPTION; CERTAIN TERMS AND CONDITIONS. The Company hereby
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grants to Optionee, and Optionee hereby accepts, as of the Date of Grant
indicated below, an option (the "Option") to purchase the number of Common
Shares indicated below (the "Option Shares") at the Exercise Price per share
indicated below. The Option shall expire at 5:00 p.m., Los Angeles time, on the
Expiration Date indicated below and shall be subject to all of the terms and
conditions set forth in the 1993 Plan and this Agreement.
Optionee:
Date of Grant:
Number of shares purchasable:
Exercise Price per share
Expiration Date:
Vesting Rate:
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify as
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an incentive stock option under Section 422 of the Internal Revenue Code (the
"Code").
3. ACCELERATION AND TERMINATION OF OPTION.
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(a) Death or Total Disability. The Option shall become fully
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exercisable on the date upon which the Optionee shall cease to be a
Nonemployee Director as a result of death or total disability.
(b) Expiration of Option. The Option shall expire upon the first to
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occur of the following:
(i) The first anniversary of the date upon which the Optionee
shall cease to be a Nonemployee Director as a result of death or total
disability;
(ii) The 90th day after the date upon which the Optionee shall
cease to be a Nonemployee Director for any reason other than death or
total disability; or
(iii) The tenth anniversary of the Date of Grant of the Option.
(c) Acceleration of Option. The Option shall become fully exercisable
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immediately prior to a Change in Control. A Change in Control shall mean
the following: a reorganization, merger (not including a merger to
effectuate a reincorporation of the Company) or consolidation of the
Company as a result of which the outstanding securities of the class then
subject to this Plan are exchanged for or converted into cash, property
and/or securities not issued by the Company, unless such reorganization,
merger or consolidation shall have been affirmatively recommended to the
stockholders of the Company by the Board of Directors (the "Board").
(d) Termination of Option. The Option shall terminate upon the
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occurrence of a Termination Event. A Termination Event shall mean either:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger (not including a merger to
effectuate a reincorporation of the Company) or consolidation of the
Company as a result of which the outstanding securities of the class
then subject to this Plan are exchanged for or converted into cash,
property and/or securities not issued by the Company, which
reorganization, merger or consolidation shall have been affirmatively
recommended to the
stockholders of the Company by the Board, unless the terms of such
reorganization, merger or consolidation shall provide otherwise; or
(iii) a sale of all or substantially all of the property and
assets of the Company, unless the terms of such sale shall provide
otherwise.
4. ADJUSTMENTS. In the event that the Common Shares are increased,
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decreased or exchanged for or converted into cash, property or a different
number or kind of securities, or if cash, property or securities are distributed
in respect of such outstanding Common Shares, in either case as a result of a
reorganization, merger, consolidation, recapitalization, restructuring,
reclassification, dividend (other than a regular, quarterly cash dividend) or
other distribution, stock split, reverse stock split or the like, or if
substantially all of the property and assets of the Company are sold, then,
unless such event shall cause the Option to terminate pursuant to this
Agreement, or the terms of such transaction shall provide otherwise, the Board
or a committee thereof administering the 1993 Plan (the "Committee") shall make
appropriate and proportionate adjustments in the number and type of shares or
other securities or cash or other property that may be acquired upon the
exercise in full of the Option.
5. EXERCISE. The Option shall be exercisable during Optionee's
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lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Option may
only be exercised by the delivery to the Company of a written notice of such
exercise pursuant to the notice procedures set forth in Section 7 hereof, which
notice shall specify the number of Option Shares to be purchased (the "Purchased
Shares") and the aggregate Exercise Price for such shares (the "Exercise
Price"), together with payment in full of such aggregate Exercise Price in cash.
6. PAYMENT OF WITHHOLDING TAXES. If the Company becomes obligated to
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withhold an amount on account of any federal, state or local income tax imposed
as a result of the exercise of an option granted under this Plan (such amount
shall be referred to herein as the "Withholding Liability"), the Optionee shall
pay the Withholding Liability to the Company in full in cash on the first date
upon which the Company becomes obligated to pay such amount withheld to the
appropriate taxing authority, and the Company may delay issuing the Common
Shares pursuant to such exercise until it receives the Withholding Liability
from the Optionee.
7. NOTICES. Any notice given to the Company shall be addressed to
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the Company at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Secretary, or at such other address as the Company may hereinafter
designate in writing to Optionee. Any notice given to Optionee shall be sent to
the address set forth below Optionee's signature hereto, or at such other
address as Optionee may hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when sent by prepaid certified or registered
mail and deposited in a post office or branch post office regularly maintained
by the United States Government.
8. STOCK EXCHANGE REQUIREMENTS; APPLICABLE LAWS. Notwithstanding
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anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
9. NONTRANSFERABILITY. Neither the Option nor any interest therein
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may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
10. 1993 PLAN. THE OPTION IS GRANTED PURSUANT TO THE 1993 PLAN, AS IN
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EFFECT ON THE DATE OF GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF
THE 1993 PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED, HOWEVER,
THAT NO SUCH AMENDMENT SHALL DEPRIVE OPTIONEE, WITHOUT HIS OR HER CONSENT, OF
THE OPTION OR OF ANY OF OPTIONEE'S RIGHTS UNDER THIS AGREEMENT. THE
INTERPRETATION AND CONSTRUCTION BY THE BOARD OR THE COMMITTEE OF THE 1993 PLAN,
THIS AGREEMENT, THE OPTION AND SUCH RULES AND REGULATIONS AS MAY BE ADOPTED BY
THE BOARD OR THE COMMITTEE FOR THE PURPOSE OF ADMINISTERING THE 1993 PLAN SHALL
BE FINAL AND BINDING UPON OPTIONEE. UNTIL THE OPTION SHALL EXPIRE, TERMINATE OR
BE EXERCISED IN FULL, THE COMPANY SHALL, UPON WRITTEN REQUEST THEREFOR, SEND A
COPY OF THE 1993 PLAN, IN ITS THEN-CURRENT FORM, TO OPTIONEE OR ANY OTHER PERSON
OR ENTITY THEN ENTITLED TO EXERCISE THE OPTION.
11. FRACTIONAL SHARES. The Company shall not be required to issue a
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fraction of a Common Share in connection with the exercise of the Option. In any
case where the Optionee would be entitled to receive a fraction of a Common
Share upon the exercise of the Option, the Company shall instead, upon the
exercise of the Option, issue the largest whole number of Common Shares
purchasable upon exercise of the Option, and pay to the Optionee in cash the
Fair Market Value (as determined by theBoard or the Committee) of such fraction
of a Common Share at the time of exercise of the Option.
12. STOCKHOLDER RIGHTS. No person or entity shall be entitled to
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vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
13. GOVERNING LAW. This Agreement and the Option granted hereunder
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shall be governed by and construed and enforced in accordance with the laws of
the State of Maryland.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
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of the parties with respect to the matters covered herein and supersedes all
prior written or oral agreements or understandings of the parties with respect
to the matters covered herein. Optionee acknowledges that he or she has no right
to receive any additional Options unless and until such time, if any, that the
Board or the Committee, in its discretion, may approve the grant thereof, and
that the Company has not made any representation to the Optionee regarding
future or additional Option grants, or any other option related matters. The
grant of any options must be in writing.
15. REPRESENTATION OF OPTIONEE. Optionee represents to the Company as
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follows:
(i) The Option will be taken and received for my own account
and not with a view to or for sale in connection with any
distribution thereof; and
(ii) I have a preexisting personal or business relationship
with the Company or its officers, directors or controlling
persons, or, by reason of my business or financial experience, I
can protect my own interests in connection with my receipt and
exercise of the Option.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
G & L REALTY CORP. OPTIONEE
By ___________________________ ____________________________
Name: Signature
Title:
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City, State and Zip Code
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Social Security Number
