Exhibit 4.7
PROLOGIS TRUST
2000 SHARE OPTION PLAN FOR OUTSIDE TRUSTEES
1. Purpose of the Plan. This Share Option Plan is intended to
advance the interests of ProLogis Trust (the "Trust") and its shareholders
by affording to the Trustees who are not officers or employees of the Trust
or its affiliates an additional opportunity to participate in the ownership
of the Trust and to benefit from any appreciation in the market value of
the Shares in order to motivate, retain and attract the highly competent
individuals upon whose judgment, initiative, leadership and continued
efforts the success of the Trust depends.
2. Definitions. Unless the context otherwise requires, the following
words as used herein shall have the following meanings:
(a) "Administrator" - The Secretary of the Trust or other person
(who is not an Outside Trustee) designated by the Board of Trustees of the
Trust to administer the Plan.
(b) "Annual Meeting" - The annual meeting of shareholders of the Trust.
(c) "Disability" - Disability resulting from injury or illness
which, as determined by the Administrator, renders the Optionee unable to
serve as a Trustee of the Trust.
(d) "Option" - An option to purchase Shares granted pursuant to the
provisions hereof.
(e) "Optionee" - An Outside Trustee who has been granted an Option
under this Plan and who has executed a written Share Option Agreement with
the Trust.
(f) "Outside Trustee" - A Trustee of the Trust who is not an officer
or employee of the Trust or its affiliates.
(g) "Plan" - The ProLogis Trust 2000 Share Option Plan for Outside
Trustees set forth herein.
(h) "Retirement" - Retirement shall mean the termination of the
Trustee's position as a Trustee after providing at least five years of
service as a Trustee to the Trust and attaining age 60.
(i) "Share Option Agreement" - The agreement described in Section
5 between the Trust and the Optionee pursuant to which the Optionee may
purchase Shares hereunder.
(j) "Shares" - The Trust's present common shares of beneficial
interest and any share or shares of beneficial interest or other securities
of the Trust hereafter issued or issuable upon, in respect of or in
substitution or in exchange therefor.
3. Administration of the Plan. The Plan shall be administered by
the Administrator, who shall, in accordance with the provisions hereof: (i)
direct the preparation of any appropriate documentation, including Share
Option Agreements, to effectuate the grant of Options, (ii) process and
supervise the exercise and termination of Options, (iii) make necessary
adjustments to the Shares because of changes in capitalization of the Trust
and (iv) perform such other ministerial acts as are necessary to carry out
the purposes of the Plan.
4. Shares Subject to Plan. There shall be reserved for use upon
exercise of Options granted under the Plan 400,000 Shares (unless such
maximum shall be increased or decreased by reason of changes in
capitalization as provided in Section 9 hereof). The Shares subject to the
Plan may be authorized but unissued Shares, or may be issued Shares which
have been reacquired by the Trust. Shares with respect to which an Option
has been exercised shall not again be available for Option hereunder,
unless the Option shall expire or terminate
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for any reason without having been exercised in full (including Shares
which are surrendered pursuant to Section 5(d)), in which case new Options
may be granted hereunder covering such Shares.
5. Options.
(a) Option Grant and Agreement. On each date of the Annual
Meeting for the years 2000 through and including 2010, each Outside Trustee
on such date (after the election of Trustees in the Annual Meeting) shall
be granted an Option (or, in the case of Options awarded in 2000, Options
under this Plan and under the ProLogis Trust Share Option Plan for Outside
Trustees) to purchase in the aggregate 5,000 Shares for the exercise price
and subject to the other provisions described below. Each Option granted
hereunder shall be evidenced by a written Share Option Agreement dated as
of the date of grant and executed by the Trust and the Optionee, which
Agreement shall set forth an offer to sell at the Option price, the number
of Shares subject to the offer, the period of time during which the offer
shall remain open, and such other terms and provisions that are consistent
with the Plan.
(b) Option Price. The Option price per Share subject to each
Option shall be the greater of par value or the closing price of Shares on
the New York Stock Exchange on the date of the Annual Meeting corresponding
to the Option grant, as such price is reported in the Wall Street Journal
on the business day immediately following such date.
(c) Option Period. The term of each Option shall be ten (10)
years. Each Option shall be subject to earlier termination as hereinafter
provided.
(d) Share Appreciation Rights Under Certain Circumstances.
(i) In the event of the acquisition of fifty percent
(50%) or more of the outstanding Shares as a result of any cash
tender offer or exchange offer, other than one made by the
Trust, the Trust shall give written notice to each Optionee
promptly after the date on which the corporation, person or
other entity making a cash tender offer or exchange offer
acquires fifty percent (50%) or more of the outstanding Shares.
Each Optionee shall thereafter have the right, for a period of
thirty (30) days after the date of receipt of such notice from
the Trust, to either (i) exercise his Option in full, or (ii)
surrender his Option, or the unexercised portion thereof, to the
Trust in exchange for a cash payment to be made by the Trust to
the Optionee within ten (10) days after receipt by the Trust of
the Option in an amount representing the difference between the
Option price per Share under the Option and the cash price paid
per Share in the tender offer, or in the event of an exchange
offer, the value per Share of the securities and/or other
property offered in such exchange offer.
(ii) In the event of the dissolution or liquidation of
the Trust, each Option granted under this Plan shall terminate
as of such dissolution or liquidation date, provided that each
Optionee shall have the right during the thirty (30) day period
prior to such date to exercise his Option in full. At the end of
such period, any unexercised Option, or any unexercised portion
thereof, shall terminate and be of no further effect.
6. Non-Transferability of Options. An Option shall not be
transferable otherwise than by will or by the laws of descent and
distribution, and an Option may be exercised, during the lifetime of the
Optionee, only by the Optionee or by his guardian or legal representative.
Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, or the levy of
any execution, attachment or similar process upon the Option shall be null
and void and without effect. Notwithstanding the foregoing provisions of
this Section, the Administrator may permit Options awarded under the Plan
to be transferred to or for the benefit of the Optionee's family
(including, without limitation, to a trust or partnership for the benefit
of an Optionee's family), subject to such procedures as the Administrator
may establish.
7. Exercise of Options; Termination, Death, Disability or Retirement.
Each exercise of an Option, or any part thereof, shall be evidenced by a notice
in writing to the Trust. The purchase price of the Shares
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as to which an Option shall be exercised shall be paid in full in cash or
by check at the time of exercise. The holder of an Option shall not have
any of the rights of a shareholder of the Trust with respect to the Shares
covered by the Option except to the extent that one or more certificates
for such Shares shall have been delivered to him, or he has been determined
by the Trust's Transfer Agent to be a shareholder of record upon due
exercise of the Option. If the Optionee's position as a Trustee shall be
terminated for any reason other than death, Disability or Retirement, the
Optionee shall have the right, during the period ending three months after
such termination, to exercise such Option, to the extent vested, but in no
event more than the Option period described in Section 5(c). In the event
of death, Disability or Retirement, the Optionee in the event of
Retirement, the Optionee or his guardian or legal representative in the
event of Disability, or his personal representatives, heirs, legatees or
distributees in the event of his death, shall have the right, up to twelve
(12) months from the date of Disability or date of death and up to
thirty-six (36) months from the date of Retirement, as the case may be, to
exercise the Option to the extent that the Option is vested and is not
exercised (but in any event not more than the Option period described in
Section 5(c)). Prior to the date the Shares would otherwise be transferred
pursuant to the exercise of an Option, to the extent permitted by the
Administrator, an Optionee may irrevocably elect to defer receipt of such
Shares until the last day of a later calendar year, but in no event later
than the date on which the Optionee's position as a Trustee shall
terminate.
8. Compliance with Securities and Other Laws. In no event shall
the Trust be required to sell or issue Shares under any Option if the
issuance thereof would constitute a violation by either the Optionee or the
Trust of any provision of any law or regulation of any governmental
authority or any national securities exchange. To the extent that the Plan
provides for issuance of certificates to reflect the transfer of Shares,
the transfer of such Shares may be effected on a non-certificated basis, to
the extent not prohibited by applicable law or the rules of any stock
exchange.
9. Adjustments Upon Changes in Capitalization. The Option price
shall be adjusted from time to time as follows:
(a) Subject to any required action by shareholders, the number
of Shares covered by each outstanding Option, and the Option price, shall
be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a subdivision or consolidation of Shares or
the payment of a stock dividend (but only in Shares) or any other increase
or decrease in the number of Shares effected without receipt of
consideration by the Trust.
(b) Subject to any required action by shareholders, if the Trust
shall be the surviving corporation in any merger or consolidation, each
outstanding Option shall pertain to and apply to the securities to which a
holder of the number of Shares subject to the Option would have been
entitled. A merger or consolidation in which the Trust is not the surviving
corporation shall cause each outstanding Option to terminate, provided that
each Optionee shall, in such event, have the right immediately prior to
such merger or consolidation in which the Trust is not the surviving
corporation to exercise his outstanding Options in full.
(c) In the event of a change in the Shares as presently
constituted which is limited to a change of all of its authorized Shares
with par value into the same number of Shares with a different par value or
without par value, the Shares resulting from any such change shall be
deemed to be Shares within the meaning of this Plan.
To the extent that the foregoing adjustments relate to Shares,
such adjustments shall be made by the Administrator, whose determination
shall be final, binding and conclusive.
The grant of an Option pursuant to the Plan shall not affect in
any way the right or power of the Trust to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets.
10. Dividend Equivalent Units.
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(a) Award of Dividend Equivalent Units. An Optionee who is
awarded an Option under the Plan shall also be entitled to receive "Dividend
Equivalent Units" with respect to such Option, as follows:
(i) Annual crediting of Dividend Equivalent Units. As of
the last day of each calendar year, the Optionee shall be
credited with a number of Dividend Equivalent Units equal to (i)
the Trust's annual dividend for such calendar year, multiplied
by (ii) the number of Shares underlying the Optionee's
outstanding Options that are entitled to awards under this
Section 10 during such calendar year (reduced pro rata to
reflect Shares underlying such Options that were not outstanding
on the record date with respect to each dividend payment date
during such year) and divided by (iii) the Trust's average Share
price for such calendar year.
(ii) Additional credits to reflect dividend payments on
Dividend Equivalent Units. As of the last day of each calendar
year, each Optionee shall be credited with a number of
additional Dividend Equivalent Units equal to (i) the Trust's
annual dividend for such calendar year, multiplied by (ii) the
number of Dividend Equivalent Units outstanding during such
calendar year (reduced pro rata to reflect Dividend Equivalent
Units that were not outstanding on each dividend payment date
during such year) and divided by (iii) the Trust's average Share
price for such calendar year.
(b) Terms and Conditions of Dividend Equivalent Units. Dividend
Equivalent Units shall be subject to the following terms and conditions:
(i) Dividend Equivalent Units shall vest in accordance
with the vesting schedule applicable to the Option with respect
to which the Dividend Equivalent Unit was awarded.
(ii) Each vested Dividend Equivalent Unit shall entitle
the holder thereof to a Share on the last day of the calendar
year in which occurs the first of (i) the date the Optionee
exercises the Option with respect to which the Dividend
Equivalent Unit was awarded, or (ii) the date such Option
expires by its terms (whether by reason of termination of
service or otherwise); provided, however, prior to the date the
Shares would otherwise be payable, to the extent permitted by
the Administrator, an Optionee may irrevocably elect to defer
receipt of such Shares until the last date of a later calendar
year, but in no event later than the last day of the calendar
year in which occurs the tenth anniversary of the grant of the
underlying Option. Any such deferral election shall be made in
such form and at such times as the Administrator may determine
and shall be subject to such other terms, conditions and
limitations as the Administrator may establish.
(iii) All Dividend Equivalent Units which are not vested
upon the date of the termination of the Trustee's position as a
trustee shall be forfeited.
(iv) Settlement of all Dividend Equivalent Units shall be
made in the form of whole Shares. Any fractional Shares shall be
settled in cash.
11. Change in Control. In the event that (i) a Trustee's service
is terminated by the Trust or the successor to the Trust for reasons other
than Cause following a Change in Control of the Trust (as defined below) or
(ii) the Plan is terminated by the Trust or its successor following a
Change in Control without provision for the continuation of outstanding
Awards hereunder, all Options and related Awards which have not otherwise
expired shall become immediately exercisable. For purposes of the Plan, a
"Change in Control" means the happening of any of the following:
(a) the shareholders of the Trust approve a definitive agreement
to merge the Trust into or consolidate the Trust with another entity, sell
or otherwise dispose of all or substantially all of its assets or adopt a
plan of liquidation, provided, however, that a Change in Control shall not
be deemed to have occurred by reason of a transaction, or a substantially
concurrent or otherwise related series of transactions, upon the completion
of which 50% or more of the beneficial ownership of the voting power of the
Trust, the surviving corporation or corporation directly or indirectly
controlling the Trust or the surviving corporation, as the case may be, is
held by the same persons (as defined below) (although not necessarily in
the same proportion) as held the beneficial ownership of
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the voting power of the Trust immediately prior to the transaction or the
substantially concurrent or otherwise related series of transactions,
except that upon the completion thereof, employees or employee benefit
plans of the Trust may be a new holder of such beneficial ownership;
provided, further, that any transaction described in this paragraph (a)
with an "Affiliate" of the Trust (as defined in the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) shall not be treated as a Change
in Control; or
(b) the "beneficial ownership" (as defined in Rule 13d-3 under
the Exchange Act) of securities representing 50% or more of the combined
voting power of the Trust is acquired, other than from the Trust, by any
"person" as defined in Sections 13(d) and 14(d) of the Exchange Act (other
than any trustee or other fiduciary holding securities under an employee
benefit or other similar stock plan of the Trust) provided, that any
purchase by Security Capital Group Incorporated or any of its affiliates of
securities representing 50% or more of the combined voting power of the
Trust shall not be treated as a Change in Control; or
(c) at any time during any period of two consecutive years,
individuals who at the beginning of such period were members of the Board
of Trustees of the Trust cease for any reason to constitute at least a
majority thereof (unless the election, or the nomination for election by
the Trust's shareholders, of each new Trustee was approved by a vote of at
least two-thirds of the Trustees still in office at the time of such
election or nomination who were Trustees at the beginning of such period).
For purposes of the Plan, "Cause" shall mean, in the reasonable
judgment of the Administrator, (i) the willful and continued failure by the
Trustee to substantially perform his or her duties with the Trust after
written notification by the Trust, (ii) the willful engaging by the Trustee
in conduct which is demonstrably injurious to the Trust or any affiliate,
monetarily or otherwise, or (iii) the engaging by the Trustee in egregious
misconduct involving serious moral turpitude. For purposes hereof, no act,
or failure to act, on the Trustee's part shall be deemed "willful" unless
done, or omitted to be done, by the Trustee not in good faith and without
reasonable belief that such action was in the best interest of the Trust or
the affiliate. For purposes of this Section, a Trustee's service shall be
deemed to be terminated by the Trust or the successor to the Trust if the
Trustee terminates service after (x) a substantial adverse alteration in
the nature of the Trustee's status or responsibilities from those in effect
immediately prior to the Change in Control, or (y) a material reduction in
the Trustee's annual compensation as in effect immediately prior to the
Change in Control. If, upon a Change in Control, awards in other shares or
securities are substituted for outstanding Awards pursuant to Section 9,
and immediately following the Change in Control the Trustee becomes trustee
of the entity into which the Trust merged, or the purchaser of
substantially all of the assets of the Trust, or a successor to such entity
or purchaser, the Trustee shall not be treated as having terminated service
for purposes of this Section 11 until such time as the Trustee terminates
service with the merged entity or purchaser (or successor), as applicable.
12. Adoption and Approval of the Plan. The Plan was adopted by the
Board of Trustees of the Trust on May 18, 2000.
13. Amendment of the Plan. All provisions of the Plan (including
the form of Share Option Agreement) may at any time or from time to time be
modified or amended by the Board of Trustees; provided, however, that no
Option at any time outstanding under the Plan may be materially adversely
modified, impaired or cancelled without the consent of the holder thereof.
14. Plan Termination. The Plan shall terminate on December 31, 2010
except as to Options outstanding on such date and no Option shall be granted
under this Plan after that date.
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