Attached files
file | filename |
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10-K - FORM 10-K - GRUBB & ELLIS CO | a55471e10vk.htm |
EX-21 - EX-21 - GRUBB & ELLIS CO | a55471exv21.htm |
EX-32 - EX-32 - GRUBB & ELLIS CO | a55471exv32.htm |
EX-23.2 - EX-23.2 - GRUBB & ELLIS CO | a55471exv23w2.htm |
EX-31.1 - EX-31.1 - GRUBB & ELLIS CO | a55471exv31w1.htm |
EX-23.1 - EX-23.1 - GRUBB & ELLIS CO | a55471exv23w1.htm |
EX-31.2 - EX-31.2 - GRUBB & ELLIS CO | a55471exv31w2.htm |
EX-10.77 - EX-10.77 - GRUBB & ELLIS CO | a55471exv10w77.htm |
EX-10.76 - EX-10.76 - GRUBB & ELLIS CO | a55471exv10w76.htm |
Exhibit 10.75
GRUBB & ELLIS COMPANY
2006
OMNIBUS EQUITY PLAN
FORM
OF
RESTRICTED STOCK AWARD GRANT NOTICE
Grubb & Ellis Company, a Delaware corporation (the Company), pursuant to its 2006 Omnibus
Equity Plan (the Plan), hereby grants to the individual listed below (Participant) the number
of shares of the Companys common stock, $0.01 par value (Stock), set forth below (the Shares).
This Restricted Stock award is subject to all of the terms and conditions as set forth herein and
in the Restricted Stock Award Agreement attached hereto as Exhibit A (the Restricted Stock
Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined meanings in this
Restricted Stock Award Grant Notice (the Grant Notice).
Participant:
|
Jeffrey T. Hanson | |
Grant Date:
|
March 10, 2010 | |
Total Number of
Shares of Restricted Stock:
|
1,000,000 | |
Vesting Schedule:
|
Subject to the terms and conditions of the Plan, this Grant Notice and the Restricted Stock Agreement, the Companys Forfeiture Restriction (as defined in the Restricted Stock Agreement) shall lapse as to: | |
(i) Five hundred thousand (500,000)
Shares (the Time Vested Shares)
shall vest at the rate of
thirty-three and one-third percent
(33 1/3%) on each of the three (3)
successive anniversary dates of the
Grant Date; and |
||
(ii) Five hundred thousand (500,000)
Shares (the Stock Price Performance
Shares) which shall vest as
follows: |
||
(A) in the event that for any thirty
(30) consecutive trading days (as
defined below) during the three (3)
years from the Grant Date (the
Performance Period) the volume
weighted average closing price per
share of Stock on the exchange or
market on which the Stock is
publicly listed or quoted for
trading is at least Three Dollars
and Fifty Cents ($3.50), then Two
Hundred and Fifty Thousand (250,000)
of the Stock Price Performance
Shares shall vest; and |
||
(B) in the event that for any thirty
(30) consecutive trading days during
the Performance Period the volume
weighted average closing price per
share of the Stock on the exchange
or market on which the Stock is
publicly listed or quoted for
trading is at least Six Dollars
($6.00), then an additional Two
Hundred and Fifty Thousand (250,000)
of the Stock Price Performance
Shares shall vest. |
||
Certain Definitions
|
As used herein, the term trading day shall mean any day of the year on which the market or exchange on which the Companys Common Stock is listed or quoted for trading is open to the public for trading. |
By his or her signature below, Participant agrees to be bound by the terms and conditions of
the Plan, the Restricted Stock Agreement and this Grant Notice. Participant has reviewed the
Restricted Stock Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Grant Notice and fully understands all provisions of this
Grant Notice, the
Restricted Stock Agreement and the Plan. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee upon any questions
arising under or relating to the Plan, this Grant Notice or the Restricted Stock Agreement.
{signature page follows on next page}
GRUBB & ELLIS COMPANY: | PARTICIPANT: | ||||||||||||||
By: | By: | ||||||||||||||
Print Name: | Thomas P. DArcy | Print Name: | Jeffrey T. Hanson | ||||||||||||
Title: | President and Chief Executive Officer | Chief Investment Officer | |||||||||||||
Address: | 1551 North Tustin Ave., Suite 300 | Address: | |||||||||||||
Santa Ana, California 92705 | |||||||||||||||
Attachments:
|
Restricted Stock Award Agreement (Exhibit A) | ||||||||||||||
2006 Omnibus Equity Plan (Exhibit B) |
EXHIBIT A
TO RESTRICTED STOCK AWARD GRANT NOTICE
FOR JEFFREY T. HANSON
FORM
OF
RESTRICTED STOCK AWARD AGREEMENT
Pursuant to the Restricted Stock Award Grant Notice (Grant Notice) to which this Restricted
Stock Award Agreement (this Agreement) is attached, Grubb & Ellis Company, a Delaware corporation
(the Company), has granted to Participant the number of shares of the Companys common stock,
$0.01 par value (Stock), set forth in the Grant Notice (the Shares), upon the terms and
conditions set forth in the Companys 2006 Omnibus Equity Plan (the Plan), the Grant Notice and
this Agreement.
ARTICLE I
GENERAL
1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the
meanings specified in the Grant Notice or, if not defined therein, the Plan.
1.2 Incorporation of Terms of Plan. The Shares are subject to the terms and
conditions of the Plan which are incorporated herein by reference.
ARTICLE II
GRANT OF RESTRICTED STOCK
2.1 Grant of Restricted Stock. In consideration of Participants past and/or
continued employment with or service to the Company or its Subsidiaries and for other good and
valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the Grant
Date), the Company hereby agrees to issue to Participant the Shares, upon the terms and conditions
set forth in the Plan, the Grant Notice and this Agreement.
2.2 Issuance of Shares. The issuance of the Shares under this Agreement shall occur
upon the Grant Date stated in the Grant Notice subject to the execution of the Grant Notice and
Restricted Stock Agreement by the parties (the Issuance Date). Subject to the provisions of
Article IV, the Company shall issue the Shares (which shall be issued in Participants name) on the
Issuance Date.
2.3 Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof,
may be either previously authorized but unissued shares or issued shares which have then been
reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall
not be required to issue or deliver any Shares prior to fulfillment of all of the following
conditions:
(a) The admission of such Shares to listing on all stock exchanges on which the Stock is then
listed;
(b) The completion of any registration or other qualification of such Shares under any state
or federal law or under rulings or regulations of the Securities and Exchange Commission or of any
other governmental regulatory body, which the Committee shall, in its absolute discretion, deem
necessary or advisable;
(c) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Committee shall, in its absolute discretion, determine to be necessary or
advisable;
(d) The lapse of such reasonable period of time following the Issuance Date as the Committee
may from time to time establish for reasons of administrative convenience; and
(e) The receipt by the Company of full payment for all amounts which, under federal, state or
local tax law, the Company (or other employer corporation) is required to withhold upon issuance of
such Shares.
2.4 Rights as Stockholder. Except as otherwise provided herein, upon delivery of the
Shares to the escrow agent pursuant to Article IV, Participant shall have all the rights of a
stockholder with respect to said Shares, subject to the restrictions herein, including the right to
vote the Shares and to receive all dividends or other distributions paid or made with respect to
the Shares; provided, however, that any and all extraordinary cash dividends paid on such Shares
and any and all shares of Stock, capital stock or other securities or property received by or
distributed to Participant with respect to the Shares as a result of any stock dividend, stock
split, reverse stock split, recapitalization, combination, reclassification, or similar change in
the capital structure of the Company shall also be subject to the Forfeiture Restriction (as
defined in Section 3.1) and the restrictions on transfer in Section 3.4 until such
restrictions on the underlying Shares lapse or are removed pursuant to this Agreement (or, if such
Shares are no longer outstanding, until such time as such Shares would have been released from the
Forfeiture Restriction pursuant to this Agreement). In addition, in the event of any merger,
consolidation, share exchange or reorganization affecting the Shares, including, without
limitation, a Change in Control, then any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) that is by reason of any such
transaction received with respect to, in exchange for or in substitution of the Shares shall also
be subject to the Forfeiture Restriction (as defined in Section 3.1) and the restrictions
on transfer in Section 3.4 until such restrictions on the underlying Shares lapse or are
removed pursuant to this Agreement (or, if such Shares are no longer outstanding, until such time
as such Shares would have been released from the Forfeiture Restriction pursuant to this
Agreement). Any such assets or other securities received by or distributed to Participant with
respect to, in exchange for or in substitution of any Unreleased Shares (as defined in Section
3.3) shall be immediately delivered to the Company to be held in escrow pursuant to Section
4.1.
ARTICLE III
RESTRICTIONS ON SHARES
3.1 Forfeiture Restriction. Subject to the provisions of Section 3.2, all of
the Unreleased Shares (as defined in Section 3.3) shall be forfeited immediately and
without any further action by the Company (the Forfeiture Restriction) upon the following events:
(a) | if the Company terminates Participants employment with the Company without Cause (as that term is defined below), but excluding death or Disability; provided, however, that all (i) Time Vested Shares, whether vested or unvested, and (ii) all vested Stock Price Performance Shares shall not be subject to the Forfeiture Restriction; | ||
(b) | if (A) the Company terminates Participants employment with the Company for Cause, (B) Participant quits the Companys employment, or (C) Participants employment with the Company is terminated as a result of Participants death or Disability, as applicable; provided, however, that all (i) vested Time Vested Shares and (ii) vested Stock Price Performance Shares shall not be subject to the Forfeiture Restriction. |
Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner
of the Shares being forfeited and all rights and interests therein or relating thereto, and the
Company shall have the right to retain and transfer to its own name the number of Shares being
forfeited by Participant. In the event any of the Unreleased Shares are forfeited under this
Section 3.1, any cash, cash equivalents, assets or securities received by or distributed to
Participant with respect to, in exchange for or in substitution of such Shares and held by the
escrow agent pursuant to Section 4.1 shall be promptly transferred by the escrow agent to
the Company.
As used herein, the term Cause shall have the meaning ascribed to it in subclauses (i)-(iv), inclusive of Section VII.F.2 of the Plan, but not subclause (v) of such Section VII.F.2 of the Plan.
3.2 Release of Shares from Forfeiture Restriction. The Shares shall be released from
the Forfeiture Restriction as indicated in the Grant Notice. Any of the Shares released from the
Forfeiture Restriction shall
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thereupon be released from the restrictions on transfer under Section 3.4. In the
event any of the Shares are released from the Forfeiture Restriction, any dividends or other
distributions paid on such Shares and held by the escrow agent pursuant to Section 4.1
shall be promptly paid by the escrow agent to Participant.
3.3 Unreleased Shares. Any of the Shares which, from time to time, have not yet been
released from the Forfeiture Restriction are referred to herein as Unreleased Shares.
3.4 Restrictions on Transfer. Unless otherwise permitted by the Committee pursuant to
the Plan, no Unreleased Shares or any dividends or other distributions thereon or any interest or
right therein or part thereof, shall be liable for the debts, contracts or engagements of
Participant or his or her successors in interest or shall be subject to sale or other disposition
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether
such sale or other disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted sale or other disposition thereof shall be null and void and of no effect.
ARTICLE IV
ESCROW OF SHARES
4.1 Escrow of Shares. To insure the availability for delivery of Participants
Unreleased Shares in the event of forfeiture of such Shares by Participant pursuant to Section
3.1, Participant hereby appoints the Secretary of the Company, or any other person designated
by the Committee as escrow agent, as his or her attorney-in-fact to assign and transfer unto the
Company, such Unreleased Shares, if any, forfeited by Participant pursuant to Section 3.1
and any dividends or other distributions thereon. The Unreleased Shares and stock assignment shall
be held by the Secretary of the Company, or such other person designated by the Committee, in
escrow, until the Unreleased Shares are forfeited by Participant as provided in Section
3.1, until such Unreleased Shares are released from the Forfeiture Restriction, or until such
time as this Agreement no longer is in effect.
4.2 Transfer of Forfeited Shares. Participant hereby authorizes and directs the
Secretary of the Company, or such other person designated by the Committee, to transfer the
Unreleased Shares which have been forfeited by Participant to the Company.
4.3 No Liability for Actions in Connection with Escrow. The Company, or its designee,
shall not be liable for any act it may do or omit to do with respect to holding the Shares in
escrow while acting in good faith and in the exercise of its judgment.
ARTICLE V
OTHER PROVISIONS
5.1 Adjustment for Stock Split. In the event of any stock dividend, stock split,
reverse stock split, recapitalization, combination, reclassification, or similar change in the
capital structure of the Company, the Committee shall make appropriate and equitable adjustments in
the Unreleased Shares subject to the Forfeiture Restriction and the number of Shares, consistent
with any adjustment under Section XX of the Plan. The provisions of this Agreement shall apply, to
the full extent set forth herein with respect to the Shares, to any and all shares of capital stock
or other securities, property or cash which may be issued in respect of, in exchange for, or in
substitution of the Shares, and shall be appropriately adjusted for any stock dividends, splits,
reverse splits, combinations, recapitalizations and the like occurring after the date hereof.
5.2 Taxes.
(a) Participant has reviewed with Participants own tax advisors the federal, state, local and
foreign tax consequences of this investment and the transactions contemplated by the Grant Notice
and this Agreement. Participant is relying solely on such advisors and not on any statements or
representations of the
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Company or any of its agents. Participant understands that Participant (and not the Company)
shall be responsible for Participants own tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement. Participant understands that
Participant will recognize ordinary income for federal income tax purposes under Section 83 of the
Code as the restrictions applicable to the Unreleased Shares lapse. In this context, restriction
includes the Forfeiture Restriction. Participant understands that Participant may elect to be
taxed for federal income tax purposes at the time the Shares are issued rather than as and when the
Forfeiture Restriction lapses by filing an election under Section 83(b) of the Code with the
Internal Revenue Service no later than thirty days following the date of issuance.
PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANTS SOLE RESPONSIBILITY AND NOT THE COMPANYS TO
TIMELY FILE THE ELECTION UNDER SECTION 83(b), EVEN IF PARTICIPNAT REQUESTS THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANTS BEHALF.
(b) The Award granted to Participant pursuant to the Grant Notice is not intended to be
performance-based compensation that is exempt from Section 162(m) of the Code. Therefore,
limitations set forth in the Plan that are required by
Section III of the Plan do not apply to such Award.
5.3 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision
of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the
Plan, the Shares and this Agreement shall be subject to any additional limitations set forth in any
applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule
16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To
the extent permitted by applicable law, this Agreement shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule.
5.4 Administration. The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and application of the
Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee in good faith shall be
binding, conclusive and final upon Participant, the Company and all other interested persons. No
member of the Committee shall be personally liable for any action, determination or interpretation
made in good faith with respect to the Plan, this Agreement or the Shares. In its absolute
discretion, the Board may at any time and from time to time exercise any and all rights and duties
of the Committee under the Plan and this Agreement.
5.5 Restrictive Legends and Stop-Transfer Orders.
(a) Any share certificate(s) evidencing the Shares issued hereunder shall be endorsed with the
following legend and any other legend(s) that may be required by any applicable federal or state
securities laws:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE
COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED
STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE COMPANY.
(b) Participant agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate stop transfer instructions to its transfer agent, if
any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records.
(c) The Company shall not be required: (i) to transfer on its books any Shares that have been
sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) to
treat as owner of
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such Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.
5.6 Tax Withholding.
(a) The Company shall be entitled to require payment of any sums required by federal, state or
local tax law to be withheld with respect to the transfer of the Shares or the lapse of the
Forfeiture Restriction with respect to the Shares, or any other taxable event related thereto. The
Company may permit Participant to make such payment in one or more of the forms specified below:
(i) by cash or check made payable to the Company;
(ii) by the deduction of such amount from other compensation payable to Participant;
(iii) by tendering Shares which are not subject to the Forfeiture Restriction and which
have a then current Fair Market Value not greater than the amount necessary to satisfy the
Companys withholding obligation based on the minimum statutory withholding rates for
federal, state and local income tax and payroll tax purposes; or
(iv) in any combination of the foregoing.
(b) In the event Participant fails to provide timely payment of all sums required by the
Company pursuant to Section 5.6(a), the Company shall have the right and option, but not
obligation, to treat such failure as an election by Participant to provide all or any portion of
such required payment by means of tendering Shares in accordance with Section 5.6(a)(iii).
5.7 Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of the Secretary of the Company, and any notice to be
given to Participant shall be addressed to Participant at the address given beneath Participants
signature on the Grant Notice. By a notice given pursuant to this Section 5.7, either
party may hereafter designate a different address for notices to be given to that party. Any
notice shall be deemed duly given when sent via email or when sent by certified mail (return
receipt requested) and deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.
5.8 Titles. Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.
5.9 Governing Law; Severability. This Agreement shall be administered, interpreted
and enforced under the laws of the State of Delaware without regard to conflicts of laws thereof.
Should any provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and shall remain
enforceable.
5.10 Conformity to Securities Laws. Participant acknowledges that the Plan is
intended to conform to the extent necessary with all provisions of the Securities Act and the
Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange
Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein
to the contrary, the Plan shall be administered, and the Shares are to be issued, only in such a
manner as to conform to such laws, rules and regulations. To the extent permitted by applicable
law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.
5.11 Amendments. This Agreement may not be modified, amended or terminated except by
an instrument in writing, signed by Participant and by a duly authorized representative of the
Company.
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5.12 No Employment Rights. If Participant is an employee, nothing in the Plan or this
Agreement shall confer upon Participant any right to continue in the employ of the Company or any
Subsidiary or shall interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which are expressly reserved, to discharge Participant at any time for any reason
whatsoever, with or without cause, except to the extent expressly provided otherwise in a written
agreement between the Company and Participant.
5.13 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer herein set forth,
this Agreement shall be binding upon Participant and his or her heirs, executors, administrators,
successors and assigns.
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