United
Development Funding IV
2008
Share Option Plan
for Independent
Trustees
Nonqualified Share
Option Agreement
United
Development Funding IV, a Maryland real estate investment trust
(the “ Trust ”), hereby grants to the
optionee named below (“ Optionee ”) an
option (this “ Option ”) to purchase the
total number of shares shown below of Common Shares of the Trust
(“ Shares ”) at the exercise price per
share set forth below (the “ Exercise Price
”), subject to all of the terms and conditions on the reverse
side of this Share Option Agreement and the United Development
Funding IV 2008 Share Option Plan for Independent Trustees (the
“ Plan ”). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings
ascribed to them in the Plan. The terms and conditions set forth on
the reverse side hereof and the terms and conditions of the Plan
are incorporated herein by reference.
Shares Subject
to Option: ____________
Exercise Price
Per Share: ____________
Term of Option:
SEVEN (7) YEARS
Rights and
benefits under this Option are subject to forfeiture. See Section
3(e) on the reverse side hereof.
IN WITNESS
WHEREOF , this Share
Option Agreement has been executed by the Trust by a duly
authorized officer or trustee as of the date specified
hereon.
|
|
|
|
|
|
|
United Development
Funding IV
|
|
|
|
By:
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
Grant
Date: _______________
|
|
|
Type of Share Option
Intended:
Non-Qualified Share Option
(NQSO)
Optionee hereby
acknowledges receipt of a copy of the Plan, represents that
Optionee has read and understands the terms and provisions of the
Plan, and accepts this Option subject to all the terms and
conditions of the Plan and this Share Option Agreement. Optionee
acknowledges that there may be adverse tax consequences upon
exercise of this Option or disposition of Shares purchased by
exercise of this Option, and that Optionee should consult a tax
adviser prior to such exercise or disposition.
1.
Exercise Period of Option . Subject to the terms and conditions of this
Share Option Agreement and the Plan, and unless otherwise modified
in writing signed by the Trust and Optionee, this Option may be
exercised with respect to all of the Shares subject to this Option
following the Grant Date, but prior to the date which occurs on the
last day of the Term Of Option set forth on the face hereof
(hereinafter “Expiration Date”).
2.
Restrictions on Exercise . This Option may not be exercised, unless such
exercise is in compliance with the Securities Act of 1933 and all
applicable state securities laws, as they are in effect on the date
of exercise, and the requirements of any stock exchange or national
market system on which the Trust’s Shares may be listed at
the time of exercise. Optionee understands that the Trust is under
no obligation to register, qualify or list the Shares subject to
this Option with the Securities and Exchange Commission
(“SEC”), any state securities commission or any stock
exchange to effect such compliance.
3.
Termination of Option .
(a)
Termination for Cause. If Optionee ceases to perform
services for the Trust for Cause, this Option shall immediately be
forfeited, along with any and all rights or subsequent rights
attached thereto, as of the Termination Date, but in no event later
than the Expiration Date. For this purpose, “Cause”
shall be defined as set forth in the Plan, or, if not defined in
the Plan, “Cause” shall mean actions or omissions
harmful to the Trust as determined by the Board in its complete and
absolute discretion.
(b)
Death. If Optionee ceases to perform services for the Trust
as a result of the death of Optionee, this Option, to the extent
(and only to the extent) that it would have been exercisable by
Optionee on the Termination Date, may be exercised by
Optionee’s legal representative within one (1) year
after the Termination Date, but in no event later than the
Expiration Date.
(c)
Disability. If Optionee ceases to perform services for the
Trust as a result of the disability of Optionee (as determined by
the Board in its complete and absolute discretion), this Option, to
the extent (and only to the extent) that it would have been
exercisable by Optionee on the Termination Date, may be exercised
by Optionee within one (1) year after the Termination Date,
but in no event later than the Expiration Date.
(d) No
Right to Employment or Other Relationship. Nothing in the Plan
or this Share Option Agreement shall confer on Optionee any right
to employment with, or other relationship with, the Trust, or limit
in any way the right of the Trust to terminate Optionee’s
relationship with the Trust at any time, with or without
“Cause.”
(e)
Condition to Exercise & Possible Forfeiture.
Notwithstanding the foregoing, Optionee does hereby agree that this
Option shall immediately be forfeited, along with any and all
rights or subsequent rights attached hereto, if Optionee engages in
any of the Forfeiture Activities (as defined in the Plan), and that
if, subsequent to the exercise of this Option, Optionee engages in
any of the Forfeiture Activities, then the Trust shall have the
right (but not the obligation) at any time after the Optionee
engages in any of the Forfeiture Activities to rescind the
exercise, payment and delivery of the Shares as follows:
(i) The Trust may repurchase any Shares purchased pursuant to
the exercise of this Option which the Optionee may then possess at
a per Share price equal to the Exercise Price (as noted on the
reverse side of this Agreement), and (ii) the Trust shall be
entitled to request that Optionee forfeit and return to the Trust
any profits (amounts received in excess of the Exercise Price paid
by the Optionee for the Shares) which Optionee received at the time
of Optionee’s disposition o
|
