FORM STOCK OPTION
AGREEMENT
(Non-Qualified Stock Option Grant to
Executive Officers)
THIS AGREEMENT
(the “Agreement”) is made as of
, by and between DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio
corporation (the “Company”), and
, an individual (the “Holder”).
WHEREAS, the
Company desires to provide the Holder with an option to purchase
(
) Common Shares, $0.10 par value per share, of the Company
(“Shares”), pursuant to the Company’s
(the “Plan”); 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,
(
) Shares at the exercise price per Share of
and upon and subject to the other terms and conditions hereof and
the Plan.
2. Term
of the Option; Vesting . The Option is exercisable, in whole or
in part, once vested, in accordance with the following schedule. If
the Holder is then employed by the Company, the Option shall vest
as follows:
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Date
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No. of Shares Vesting
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Shares for
which the Option has become exercisable shall be referred to herein
as “Vested Shares,” and Shares for which the Option has
not become exercisable shall be referred to herein as
“Unvested Shares.” The Option shall terminate on the
tenth anniversary of the date hereof and must be exercised, if at
all and to the extent exercisable, on or before such date and shall
not thereafter be exercisable, notwithstanding anything herein to
the contrary. Notwithstanding anything contained herein to the
contrary, it shall be a condition to the Holder’s right to
exercise the Option with respect to any Vested Shares that there
shall have been filed with the Securities and Exchange Commission
an effective registration statement on Form S-8 (or such other form
as the Company shall deem necessary) with respect to the Shares to
be received upon exercise.
3.
Exercise . Subject to the other terms and conditions hereof,
the Option shall be exercisable from time to time by written notice
to the Company (in the form required by the Company) which
shall:
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(a)
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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;
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(b)
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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 the Plan and all applicable laws and regulations;
and
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(c)
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be
accompanied by such representations, warranties or agreements with
respect to the investment intent of such person or persons
exercising the Option as the Company may reasonably request, in
form and substance satisfactory to counsel for the
Company.
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As conditions to
the exercise of the Option and the obligation of the Company to
issue Shares upon the exercise thereof, the proposed recipient of
the Shares shall make any representation or warranty to comply with
any applicable law or regulation or to confirm any factual matters
reasonably requested by the Company or its counsel.
Upon exercise of
the Option and the satisfaction of all conditions thereto, the
Company shall deliver a certificate or certificates for Shares to
the specified person or persons at the specified time upon receipt
of the aggregate exercise price for such Shares by any method of
payment authorized by the Plan.
4.
Termination of Employment . Subject to the terms of a
Holder’s Individual Agreement, if any, upon termination of
the Holder’s employment with the Company, the Option will be
governed as follows:
(a)
Termination by Death . If the Holder’s employment with
the Company or any Subsidiary or Affiliate terminates by reason of
death, the Option shall become immediately and automatically vested
and exercisable. If termination of the Holder’s employment is
due to death, then the Option may thereafter be exercised by the
estate of the Holder (acting through its fiduciary) at any time
after the date of the Holder’s death (or as the Committee may
specify after grant). Notwithstanding the foregoing, in no event
will the Option be exercisable after the tenth anniversary of the
date hereof.
(b)
Termination by Reason of Disability . If the Holder’s
employment with the Company or any Subsidiary or Affiliate
terminates by reason of Disability, the Option shall become
immediately and automatically vested and exercisable. If
termination of the Holder’s employment is due to Disability,
then the Option may thereafter be exercised by the Holder or by the
Holder’s duly authorized legal representative if the Holder
is unable to exercise the Option as a resul
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