W. P. CAREY & CO. LLC, a Delaware
limited liability company (the “Company”), and
, an employee of the Company (the “Optionee”), in
consideration of the mutual promises contained in this Agreement
and intending to be legally bound hereby, agree as
follows:
1. Grant of Option . (a) The
Company hereby confirms the grant to the Optionee as of
, _____ (the “Grant Date”) of an option
(the “Option”) to purchase up to
Shares of the Company at an option price of $
per Share, under and subject to the terms and conditions of this
Agreement and the W. P. Carey & Co. LLC 2009 Share Incentive
Plan (the “Plan”), which is hereby incorporated by
reference and made a part of this Agreement.
(b) Subject to earlier termination as
provided in the Plan or in this Agreement, the Option is
exercisable in whole or in part (in whole shares only) under the
following schedule:
[On and
after
, _____ as to
one-third of the shares subject to the Option;
On and
after
, _____ as to an
additional one-third of the shares subject to the Option;
and
On and
after
, _____ as to the
final one-third of the shares subject to the
Option.]
For purposes of
the foregoing schedule, any fractional share for any year shall be
rounded down to the next whole share, except for the last year set
forth above which shall include the balance of Option Shares. In no
event may this Option be exercised after the close of business on
, _____.
2. Acceptance of Option and
Acknowledgments . The Optionee hereby (a) accepts the
Option granted under the Plan, (b) acknowledges that he has
received, read and understood the Plan and (c) agrees to be
bound by the terms and provisions of the Plan, as amended from time
to time; provided, however, that no termination, modification or
amendment of the Plan shall, without the consent of the Optionee,
adversely affect the rights of the Optionee with respect to the
Option (except as expressly permitted by the Plan or as may be
necessary to comply with applicable law).
3. Procedure for Exercise of Option
. (a) The Option may be exercised only by delivery by the
Optionee of written, electronic or telephonic notice to the Company
or its agent in the form prescribed. Each exercise form must set
forth the number of Shares as to which the Option is exercised,
must be dated and signed, or its equivalent, by the person
exercising the Option and must be accompanied by (i) a cash
payment (which may be made by means of a check, bank draft or money
order) in United States dollars, [(ii) shares of already-owned
Shares or shares withheld from the exercise of the Option at the
fair market value of such shares on the date of exercise,]
(iii) the optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to
a broker to promptly deliver to the Company cash or a check payable
and acceptable to the Company to pay the purchase price;
provided that in the event the optionee chooses to pay the
purchase price as so provided, the optionee and the broker shall
comply with such procedures and enter into such agreements of
indemnity and other agreements as the Committee shall prescribe as
a condition of such payment procedure, or [(iv) any combination
of cash and such shares, in the amount of the full purchase price
for the number of Shares as to which the Option is exercised;
provided , however , that any portion of the option
price representing a fraction of a share shall be paid by the
Optionee in cash.]
(b) The Optionee may choose to exercise an
Option by participating in a broker or other agent-sponsored
exercise or financing program. If the Optionee so chooses, the
Company shall, upon receipt of the required payment, deliver the
Shares acquired pursuant to the exercise of the Option to the
broker or other agent, as designated by the Optionee, and shall
cooperate with all other reasonable procedures of the broker or
other agent to permit participation by the Optionee in the
sponsored exercise or financing program.
(c) [The Company shall advise any
person exercising the Option in whole or in part with already-owned
or withheld Shares as to the amount of any additional cash payment
required to be made to the Company to complete payment of the
applicable option price, and such person shall be required to make
such payment to the Company before any distribution of certificates
representing Shares will be made.]
(d) If a person other than the Optionee
exercises the Option, such person shall submit proof satisfactory
to the Company of the right of such person to exercise the
Option.
(e) The date of exercise is the date on
which the required notice, proof of right to exercise (if required)
and payment of the option price in cash [or already-owned
Shares] are delivered to the Company or its agent. [For
purposes of determining the date of exercise where payment of the
option price is made in already-owned or withheld Shares, any cash
required to be paid to the Company with respect to a fraction of a
share shall not be taken into account in determining whether
payment of the option price has been made.]
4. Rights Upon Death or Disability
. Upon the Optionee’s death or disability, the
Optionee’s rights with respect to the Option shall be
determined in accordance with Section 5 of the
Plan.
5. Rights Upon Termination of
Employment . Unexercised Options granted hereunder, whether
vested or unvested, will be forfeited by Optionee upon termination
of Optionee’s employment for any reason other than death
o
|
