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Exhibit 10.10
SHARE OPTION AGREEMENT
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THIS AGREEMENT is made as of the 12th day of May 1997, by and
between DEVELOPERS DIVERSIFIED REALTY
CORPORATION, an Ohio corporation (the
"Company"), and Scott A. Wolstein, an
individual (the "Holder").
W I T N E S S E T H:
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WHEREAS, the Company desires to provide the Holder with an
option to purchase 200,000 Common Shares,
without par value, of the Company
("Shares); and
WHEREAS, the Holder desires to accept such option;
NOW, THEREFORE, in consideration of the mutual covenants
herein set forth, the parties hereto hereby
agree as follows:
1. GRANT OF OPTION. The Company does hereby irrevocably grant
to the Holder, and the Holder does hereby
accept, the right and option (the
"Option") to purchase, at the option of the
Holder, 200,000 Shares at the
following exercise prices: (a) 100,000
Shares at an exercise price of: $38.3125
per Share and (b) 100,000 Shares at the
exercise price of $40.25 per Share, and
upon the terms and subject to the
conditions hereof. Notwithstanding the
foregoing, if at any time or from time to
time the number of Shares are
increased or decreased, or changed into or
exchanged for a different number or
kind of shares of stock or other securities
of the Company or of another
corporation (whether as a result of a stock
split, stock dividend, combination
or exchange of shares, exchange for other
securities, reclassification,
reorganization, redesignation, merger,
consolidation, recapitalization or other
change in corporate structure of the
Company affecting the Shares), then (x)
there shall automatically be substituted,
for each Share for which the Option
has not been exercised, the number and kind
of shares of stock or other
securities into which each outstanding
share shall be changed or for which each
such share shall be exchanged and (y) the
exercise price per Share shall be
increased or decreased proportionately so
that the aggregate exercise price for
the Shares subject to the Option shall
remain the same as immediately prior to
such event.
2. TERM OF THE OPTION. The Option is exercisable, in whole or
in part, on or after the date hereof;
provided that in the event of a Change in
Control (as defined below) or a Potential
Change in Control (as defined below)
the Option shall become fully exercisable
and vested.
(a) A "Change in Control" is defined by the occurrence of any
of the following:
(i) The Board of Directors of the Company (the
"Board") or shareholders of the Company approve a
consolidation or merger in which the Company is not the
surviving corporation, the sale of substantially all of the
assets of the Company, or the liquidation or dissolution of
the Company;
(ii) Any person or other entity (other than the
Company or a Subsidiary or any Company employee benefit plan
(including any trustee of any such plan acting in its capacity
as trustee)) purchases any Shares (or securities convertible
into Shares) pursuant
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to a tender or exchange offer without the prior consent of the
Board or becomes the beneficial owner of securities of the
Company representing 20% or more of the voting power of the
Company's outstanding securities; or
(iii) During any two-year period, individuals who at
the beginning of such period constitute the entire Board,
cease to constitute a majority of the Board, unless the
election or the nomination for election of each new director
is approved by at least two-thirds of the directors then still
in office who were directors at the beginning of that period.
(b) A "Potential Change in Control" is defined by the
happening of any one of the following:
(i) The approval by the shareholders of the Company
of an agreement by the Company, the consummation of which
would result in a Change in Control of the Company; or
(ii) The acquisition of beneficial ownership,
directly or indirectly, by any entity, person or group (other
than the Company or a Subsidiary or any Company employee
benefit plan (including any trustee of any such plan acting in
its capacity as trustee)) of securities of the Company
representing 5% or more of the combined voting power of the
Company's outstanding securities and the adoption by the Board
of a resolution to the effect that a Potential Change in
Control of the Company has occurred for purposes of this Plan.
The Option shall terminate on the tenth anniversary of the
date hereof and must be exercised, if at
all, on or before such date and shall
not thereafter be exercisable,
notwithstanding anything herein to the contrary.
3. EXERCISE. (a) Subject to the other terms and conditions
hereof, the Option shall be exercisable,
provided payment is made as provided
below, from time to time by written notice
to the Company (in the form required
by the Company, the covenants and
substantive provisions of which are hereby
made part of this Agreement) which
shall:
(i) State that the Option is thereby being exercised, the
number of Shares with respect to which the Option is being
exercised, each person in whose name any certificates for the
Shares should be registered and such person's address and
social security number;
(ii) Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by anyone
other than the Holder, be accompanied by proof satisfactory to
counsel for the Company of the right of such person or persons
to exercise the Option under all applicable laws and
regulations; and
(iii) Be accompanied by such representations, warranties or
agreements with respect to the investment intent of such
person or persons exercisin
