<PAGE>
MID-ATLANTIC REALTY TRUST
1306 Concourse Drive, Suite 200
Linthicum, Maryland 21090
_______________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
______________________________________________________________
April 10, 1996
To the Shareholders of Mid-Atlantic Realty Trust:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
MID-ATLANTIC REALTY TRUST ("MART") will be held at The World
Trade Center Baltimore, 401 East Pratt Street, Constellation Room - 21st
Floor, Baltimore, Maryland, on May 17, 1996, at 11:00 o'clock a.m.,
prevailing local time, for the following purposes:
1. To elect Trustees to serve for the ensuing year and until the
election and qualification of their successors;
2. To approve the 1995 Stock Option Plan;
3. To consider and act upon the selection of independent certified
public accountants to audit the books and accounts of
MART for calendar year 1996; and
4. To transact such other business as may properly be brought
before the meeting or any adjournments thereof.
Only the shareholders of record of MART at the close of business on
March 15, 1996 will be entitled to notice of and to vote at the meeting.
By Order of the Board of Trustees,
PAUL F. ROBINSON
Secretary
IMPORTANT - YOUR PROXY IS ENCLOSED
Shareholders who do not plan to attend the meeting are requested to
complete, date, sign and return promptly the enclosed proxy in the enclosed
envelope. No postage is required for mailing in the United States.
<PAGE>
MID-ATLANTIC REALTY TRUST
1306 Concourse Drive, Suite 200
Linthicum, Maryland 21090
(410) 684-2000
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Trustees of
MID-ATLANTIC REALTY TRUST ("MART") in connection with the
Annual Meeting of the Shareholders of MART to be held on May 17,1996,
and any adjournments or postponements thereof. The approximate date this
Proxy Statement and proxy are being sent to shareholders is April 10, 1996.
The proxy is revocable at any time before exercise by written notice to
Paul F. Robinson, Secretary of MART, at the principal office of MART.
Only holders of record of MART's common shares of beneficial interest,
par value $.01 per share (the "Shares"), at the close of business on
March 15, 1996 (the "Record Date") are entitled to notice of and to vote
at the meeting. As of the Record Date, 6,019,039 Shares were outstanding
and entitled to vote at the meeting, with each Share entitled to one vote.
BENEFICIAL OWNERSHIP
The following table reflects the names and addresses of the only persons
known to MART to be the beneficial owners of 5% or more of the Shares
outstanding as of the Record Date. For purposes of calculating beneficial
ownership, Rule 13d - 3 of the Securities Exchange Act requires inclusion of
Shares that may be acquired upon the conversion of MART's Convertible
Debentures held by such person, assuming those Debentures and no other
Debentures are converted, even though the shares are not actually owned of
record by that person.
Name and Address Shares Beneficially Percent
of Beneficial Owner Owned of Class
Fidelity Investments (FMR Corp.) 425,571 6.6%
82 Devonshire Street
Boston, Massachusetts 02109
Merrill Lynch & Co., Inc. 674,307 (1) 9.8%
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Palisade Capital Management 1,048,333 16.0%
1 Bridge Plaza
Fort Lee, New Jersey 07024
_______________
(1) Reflects shared voting and investment power with the following affiliated
entities:
Merrill Lynch Group, Inc. of the same address; and Princeton Services, Inc.,
Merrill Lynch Asset Management, L.P. and Merrill Lynch Global Allocation
Funds, Inc., each of 800 Scodders Mill Road, Plainsboro, New Jersey 08536.
ELECTION OF TRUSTEES
A Board of Trustees of eight persons is to be elected by the shareholders.
All of the nominees will be elected as Trustees to serve until the 1997 Annual
Meeting of Shareholders and until their respective successors have been
elected and qualify. Under MART's Declaration of Trust and Maryland law,
Trustees are elected by a plurality vote, which means the affirmative vote of
holders of a majority of the Shares present (in person or by proxy) and voted at
the meeting. Consequently, withholding of votes, abstentions and broker
non-votes will have no effect on the outcome of this vote.
Unless authority to vote is withheld, the enclosed proxy will be voted in
favor of the election as Trustees of the following nominees. The Board of
Trustees does not know of any nominee who will be unable to serve, but if
any of them becomes unable to serve, the proxies may be voted with
discretionary authority for the election of other persons as Trustees.
Principal Occupation Trustee
Name During the Last Five Years Age Since
David F. Benson. . . . . . . . . . . . . . . . . . . . . . . . . President of
Meditrust (a publicly owned real estate investment trust)
47 1993
Marc P. Blum . . . . . . . . . . . . . . . . . . Member - Gordon,
Feinblatt, Rothman, Hoffberger & Hollander, LLC;
Chief Executive Officer of World
Total Return Fund Limited Partnership and U.S.A. Fund
Limited Partnership (private investment funds) since 1992;
Chief Executive Officer of Coles Colonial Limited Partnership
(operator of four Drexel-Heritage furniture stores) 53 1993
Robert A. Frank . . . . . . . . . . . . . . . . . . . . . . . . Managing
Director and Group Head of the Real
Estate Securities Research Department
of Alex. Brown & Sons
Incorporated (a publicly owned
investment banking firm) 46 1993
LeRoy E. Hoffberger . . . . . . . . . . . . . . . . . . . . . . President of
CPC, Inc. (real estate investments); Vice President of
Merchants Terminal Corp. (warehouse company); Of
Counsel to Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC 70 1993
F. Patrick Hughes . . . . . . . . . . . President and Chief Executive
Officer of MART; President
and Chief Operating Officer of
BTR Realty, Inc. from November, 1990 48 1993
M. Ronald Lipman . . . . . . . . . . . Member - Lipman, Frizzell &
Mitchell, L.L.C. (real estate consultant 57 1993
Stanley J. Moss . . . . . . . . . . . . . . . . . . . . . . . . Legal Counsel,
NatWest Markets (investment bankers); Member of the
Board of Advisors of Workbench, Inc.; Attorney, Of Counsel
to Katten, Muchin & Zavis from 1991to 1992; Senior Vice
President, Secretary and
Corporate Counsel to Drexel Burnam
Lambert Incorporated from 1987 to 1990 65 1993
Daniel S. Stone . . . . . . . . .. . . President of Stone & Associates,
Inc. (real estate developers and consultants) 51 1993
Messrs. Blum and Hoffberger are also directors of nine funds
in the Davis Fund complex, which are investment companies
registered under the Investment Company Act of 1940. Mr.
Benson is also a trustee of Meditrust, a public real estate
investment trust.
Mr. Blum is a member of, and Mr. Hoffberger is of counsel
to, the law firm of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC, Baltimore, Maryland. During 1995, MART
paid or incurred legal fees to that firm for
services rendered.
In 1995, the Board of Trustees held 4 meetings. During that year, each
Trustee attended, in the aggregate, at least 75% of the meetings of the Board of
Trustees and committees on which he served.
Committees of the Board of Trustees
The Board of Trustees has an Executive Compensation Committee, an Audit
Committee, an Investment Committee and a Nominating Committee.
The Audit Committee consists of Messrs. Blum, Frank and Moss and
recommends to the Board the selection of the independent public accountants,
reviews with such accountants and management financial
statements, other results of the audit, and internal accounting procedures and
controls. The Audit Committee also reviews and considers proposed related
party transactions, if any. The Audit Committee held three meetings in 1995.
The Executive Compensation Committee consists of Messrs. Benson, Blum,
Frank and Moss and makes recommendations to the Board regarding
compensation of Trustees and executive officers, executive compensation
generally, and benefit plans for management to be considered by the Board.
The Executive Compensation Committee held two meetings in 1995.
The Investment Committee consists of Messrs. Lipman, Stone and
Hoffberger, with Mr. Hughes serving as a member ex officio. The Investment
Committee, which held four meetings in 1995, reviews the performance of
MART's properties and evaluates redevelopment and acquisition opportunities.
The Nominating Committee, which consists of Messrs. Blum, Benson and
Stone, makes recommendations regarding nominations for Trustees and officers.
The Nominating Committee would consider nominees recommended by
shareholders upon written request made to the committee prior to the
time that the committee's recommendations are made to the Board of Trustees.
The Nominating Committee held one meeting in 1995.
Compensation Committee Interlocks and Insider Participation
The Executive Compensation Committee of MART consists of Messrs.
Frank, Benson, Blum and Moss. Mr. Blum is a member of, and Mr.
Hoffberger is of counsel to, the law firm of Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC, Baltimore, Maryland. During 1995,
MART paid or incurred legal fees to that firm for services rendered.
Trustee Compensation
MART pays its Trustees (other than Mr. Hughes, who is employed as
President and Chief Executive Officer of MART) a retainer of $12,000 per
annum, $1,000 per meeting for each Board and committee
meeting attended in person, and $500 for meetings attended by telephone. In
addition, under MART's Omnibus Share Plan, each non-management Trustee
automatically receives an option ("1993 Trustee Option") to purchase 10,000
Shares exercisable at the market price on the date the option is granted.
Trustee Options are exercisable to purchase 4,000 Shares six months
after a Trustee's election to the Board, and to purchase 3,000 Shares
on each of the first and second anniversaries of his or her election.
The 1993 Trustee Options, which have an exercise price of $10.50
per Share, became exercisable on August 1, 1994 to purchase 4,000
Shares, and on each of January 1, 1995 and 1996 to purchase an
additional 3,000 Shares, respectively; the market priceof the
Shares on each vesting date was less than the exercise price
of the 1993 Trustee Options. Mr. Hoffberger was granted options
to purchase 30,000 Shares under MART's Omnibus Share Plan
in his capacity as Chairman. Under MART's 1995 Stock Option
Plan, each Trustee who was serving as a Trustee as on
September 14, 1995 and who was not an employee of MART
was granted an option to purchase 6,000 Shares. The 1995
Stock Option Plan is described in greater detail below. All
options granted thereunder are contingent on the approval
of the plan by MART's shareholders at the 1996 Annual Meeting.
INFORMATION REGARDING SHARE OWNERSHIP OF MANAGEMENT
As of the Record Date, the number of Shares owned by each Trustee, each
nominee to become a Trustee and by all Trustees and executive officers as a
group were as follows:
Name of Shares Percent
Beneficial Owner Beneficially Owned of Class
David F. Benson 1,333 *
Marc P. Blum 32,681(1)(3) .5%
Robert A. Frank 3,166 *
LeRoy E. Hoffberger 113,557(2)(3) 1.9%
F. Patrick Hughes 35,518 .6%
M. Ronald Lipman 43,780 .7%
Stanley J. Moss 1,000 *
Daniel S. Stone 3,400 *
Paul F. Robinson 2,419 *
All Trustees and Executive Officers
as a Group (9 persons included) 236,854(4) 3.9%(4)
____________________
*less than .1%
(1) Mr. Blum's Shares are held by World Total Return Fund Limited Partnership
and by U.S.A. Fund Limited Partnership, investment funds of which Mr. Blum
is the President and CEO of the General Partner and in which he holds a
substantial interest.
(2) Excludes 134,624 Shares or 2.2% of the outstanding shares owned by the
Hoffberger Foundation, Inc., a charitable foundation of which Mr. Hoffberger is
an officer and director. The number of Shares in the above table includes
60,000 shares owned by CPC, Inc., a corporation of which Mr. Hoffberger is
a director, stockholder and executive officer and includes 2,517
Shares registered in the name of Mr. Hoffberger as co-trustee
under a trust agreement.
(3) Does not include 188,740 Shares held by Davis New York Venture Fund,
Inc. and $350,000 principal amount of MART's Convertible Subordinated
Debentures, convertible into 33,333 Shares, held by Davis Convertible
Securities Fund, Inc., of which funds Messrs. Blum and Hoffberger
are directors. The aggregate number of Shares beneficially
owned by such funds is 222,073 or
3.7% of the outstanding Shares.
(4) The total number of Shares held by all Trustees and executive officers as a
group including the Shares held by the Hoffberger Foundation, Inc. and the
investment funds specified in Note (3) is 593,551, representing 9.8% of the
outstanding Shares of MART.
EXECUTIVE COMPENSATION
The following table reflects, with respect to the Chief Executive
Officer and each executive officer of MART whose annual
compensation exceeded $100,000 in 1995, the aggregate amounts
paid to or accrued for such officers as compensation in 1995, 1994
and 1993 (on an annualized basis).
Summary Compensation Table
Annual Compensation
_____________________________________________
Name and
Principal Other Annual
Position Year Salary Bonus Compensation (1)
______________________________________________
F. Patrick Hughes 1995 $167,000 $75,000 $12,800
President and Chief 1994 $152,000 $30,000 $12,800
Executive Officer 1993 $132,000 - $12,754
Paul F. Robinson 1995 $107,000 $40,000 $9,145
Vice President, 1994 $98,000 $15,000 $6,082
Secretary, and 1993 $93,214 - $7,998
General Counsel
Summary Compensation Table
Long Term Compensation
____________________________________
Awards Payouts
Name and ______________________ __________
Principal Restricted Stock LTIP All Other
Position Year Award(s) Options Payouts Compensation(2)
___________________________________________________
F. Patrick Hughes 1995 - 27,000 - $387
President and Chief 1994 - 45,000 - $387
Executive Officer 1993 - - - $387
Paul F. Robinson, 1995 - 16,200 - $653
Vice President, 1994 - 27,000 - -
Secretary and 1993 - - - -
General Counsel
___________________
(1)Consists of car allowance and amounts reimbursed under MART's
executive medical reimbursement plan.
(2)Consists of premiums paid by MART on term life insurance policies on the
lives of Messrs. Hughes and Robinson which are payable to their respective
heirs or estates.
Option Grants In Last Fiscal Year
Potential
Realizable Value
Individual Grants at Assumed Annual
__________________________ Rates of Stock
%of Price Appreciation
Number of Total for Option Term
Securities Granted to _______________
Underlying Employees
Options In Fiscal Exercise Expiration
Name Granted Year Price Date 5% 10%
____________________________________ ____________
F. Patrick Hughes 9,000 8 15/16 9/30/2005 50,601 128,250
9,000 (1) 9/30/2005 (1)
9,000 (1) 9/30/2005 (1)
______
27,000 26.8%
Paul F. Robinson 5,400 8 15/16 9/30/2005 30,361 76,950
5,400 (1) 9/30/2005 (1)
5,400 (1) 9/30/2005 (1)
______
16,200 16.1%
(1)The Options granted under the 1995 Stock Option Plan become exercisable
in two additional tranches (on September 30, 1996 and September 30, 1997,
respectively) and the exercise price of each tranche is the market price of the
underlying Shares on the date such tranche becomes exercisable.
Consequently, the exercise price and potential realization value of these
tranches of options are not determinable at this time.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY End at FY End
Name Exercisable/Unexercisable Exercisable/Unexercisable
F. Patrick Hughes 54,000/18,000 --- ---
Paul F. Robinson 32,400 /10,800 --- ---
Executive Employment Agreements
MART has Executive Employment Agreements ("Agreements") with F.
Patrick Hughes and Paul F. Robinson which were amended in 1995. Under the
Agreements, the annual base salary for each of Messrs.
Hughes and Robinson for this last fiscal year was $167,000 and $107,000
respectively. The Agreements provide annual increases of at least one-half of
the annual increase in the Consumer Price Index. Until 1995,
the term of each Agreement was two years; at the end of each year, the
Agreement automatically renewed for an additional one year period unless
written notice to the contrary is given at least 90 days prior to each
anniversary date of the Agreement. In 1995 the Agreements were amended to
provide that the term shall at all times be two years. In the event of the
termination of employment due to a change of control in MART
which was not approved by the Board of Trustees, all compensation payable to
the executive for the remainder of the employment period becomes immediately
due and payable. Under the 1995 amendment, the condition relating to Board
approval of the charge in control was removed. At the election of the
executive, such compensation may be payable in a lump sum, discounted to
present value. Under the 1995 amendment, the lack of Board approval condition
was removed.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The compensation of members of management of MART is determined by the
Board of Trustees based upon the recommendation of the Executive
Compensation Committee (the "Committee"). The Committee is comprised of
independent Trustees, who are responsible for developing and implementing a
comprehensive compensation program for management.
Compensation Philosophy. The philosophy of the Committee is to ensure that
the interests of management and employees are identical to the interests of
MART's owners - the shareholders. To that end, the Committee has
implemented and will continue to implement a compensation strategy that
includes base salary and cash bonus, as well as incentive stock options which
will reward management and employees for adding shareholder value. Base
salary is established at levels which are necessary to attract and retain a high
caliber of management, and cash bonuses provide short-term rewards for current
accomplishments. Incentive stock options provide management and employees
with a long-term investment in MART, the value of which is dependent upon
their success in maximizing shareholder values.
The measure of performance for a real
estate investment trust ("REIT") is
funds from operations, since most of the funds
from operations are distributed to
shareholders as a dividend. To the extent management succeeds at increasing
funds from operations and dividends, share prices and shareholder values
should be increased. Creating long-term shareholder value, however, is not
always consistent with increased short-term distributions. To properly reward
management for achieving a well balanced result, the Committee believes that
both short-term results as well as long-term values must be considered and
separately recognized.
The Committee also recognizes the individual
functions of each employee and
provides for individual goals to be
attained by each person. While the favorable
performance of MART as a whole is the
basis for any reward, the performance
by each employee is the most significant
factor in determining awards.
The compensation of Mr. Hughes as the
Chief Executive Officer of MART,
however, is based upon the foregoing
factors as well as the overall performance
of MART and its management. As CEO,
Mr. Hughes is responsible for the
overall condition of the company and its
resources, and his performance is
evaluated by the Committee, in its
discretion, on that basis as well as on
objective criteria based on reaching
certain financial and other benchmarks.
Base Salary. Base salary for senior management for fiscal year 1995 was
based upon salaries paid to such personnel in the preceding year, with
appropriate increases. It is the intention of the Committee to review MART's
executive compensation structure to insure that MART has the continued ability
to attract and retain the high caliber executive talent. To that end, the
Committee will take into account salaries of senior management of companies of
similar size within the REIT industry. The base salary for Mr. Hughes
will be consistent with the base salaries of chief executive officers of peer
companies.
Incentive Bonuses. The Committee has implemented a discretionary cash
bonus program for management and employees. The program makes available a
cash bonus pool consisting of a percentage of the amount by which MART's
funds from operations for the year exceeds a specified increase over the
preceding year. The Committee has also adopted a bonus program for operating
personnel for exceeding annual goals. For example, personnel engaged in
development and redevelopment of properties would be rewarded for achieving
returns above specified levels. Management personnel may participate in such
bonus pools. The purpose of this program is to closely align the interests of
management and employees with the interests of MART's shareholders on a year
to year basis. The performance of the Chief Executive Officer will also be tied
to the overall performance of MART and its management.
Incentive Stock Option Plans. To promote the best long-term benefits to
MART and its shareholders, MART has an Omnibus Share Plan under which
Trustees, officers and employees may be granted awards of stock options, stock
appreciation rights, performance shares and restricted stock. Up to
300,000 shares have been reserved for
issuance under this plan. In the last fiscal
year the Board of Trustees has also adopted MART's 1995 Stock Option Plan
pursuant to which up to 180,000 Shares have been reserved for issuance upon
the exercise of stock options granted
under this plan. The purpose of these Plans
is to provide equity-based incentive compensation based on the long-term
appreciation in value of MART's Shares and to promote the interests of MART
and its shareholders by encouraging greater management ownership of MART's
Shares. Most of the options granted or to be granted under the Plan vest over a
period of several years, thereby providing a long-term incentive and encouraging
a long-term relationship between the employee and MART.
Awards under the Plan have been and will continue to be made to employees
who have demonstrated significant management potential or who have the
capacity for contributing in a substantial measure to the successful performance
of MART.
EXECUTIVE COMPENSATION COMMITTEE
Robert A. Frank, Chairman
David F. Benson
Marc P. Blum
Stanley J. Moss
PERFORMANCE GRAPH
MART commenced operations on September 11, 1993 upon the merger of
BTR into MART, as a result of which MART acquired the business and
operations of BTR. Consequently, MART had less than four months of
operations during 1993. The following graph tracks the cumulative total return
for MART during those months and for 1994 and 1995, compared to the S&P
500 and the National Association of Real Estate Investment Trusts ("NAREIT")
Equity REIT Total Return Index. The cumulative total return represents stock
price appreciation and assumes reinvestment of all dividends paid during the
indicated period. The graph assumes an investment of $100 on September 1,
1993.
<TABLE>
MID-ATLANTIC REALTY TRUST
CUMULATIVE TOTAL RETURN
9/1/93 TO 12/31/95
<CAPTION>
S&P 500 EQUITY NAREIT MART
<S> <C> <C> <C>
09/01/93 $100.00 $100.00 $100.00
09/30/93 99.26 104.88 97.62
10/31/93 101.28 102.89 97.62
11/30/93 100.33 97.30 95.24
12/31/93 101.56 97.14 87.38
01/31/94 104.96 99.97 85.00
02/28/94 102.13 104.31 95.71
03/31/94 97.69 100.44 94.14
04/30/94 98.98 102.15 95.33
05/31/94 100.57 104.43 91.76
06/30/94 98.09 102.29 91.38
07/31/94 101.33 101.79 89.00
08/31/94 105.45 102.10 89.00
09/30/94 102.92 100.20 94.57
10/31/94 105.27 96.72 89.81
11/30/94 101.40 93.40 80.29
12/31/94 102.89 100.22 87.14
01/31/95 105.56 98.03 83.57
02/28/95 109.66 100.45 84.76
03/31/95 112.90 100.05 86.86
04/30/95 116.19 100.02 91.62
05/31/95 120.78 104.27 98.17
06/30/95 123.62 105.93 96.10
07/31/95 127.73 107.76 96.69
08/31/95 128.08 109.05 94.90
09/30/95 133.44 110.92 99.98
10/31/95 132.98 108.54 93.43
11/30/95 138.83 109.53 95.81
12/31/95 141.40 115.52 99.19
</TABLE>
Because of the short period (approximately 28 months) covered by the graph,
the graph is not an accurate measure of the cumulative total return or
performance of MART or a proper indicator of its comparison to the S&P 500 or
the Equity REIT Total Return Index in general.
APPROVAL OF 1995 STOCK OPTION PLAN
On September 14, 1995, the Board of Trustees adopted the Mid-Atlantic
Realty Trust 1995 Stock Option Plan (the "1995 Plan"), contingent upon
approval by the shareholders within 12 months of the date
of adoption. Unless extended or earlier
terminated by the Board of Trustees, the
1995 Plan will continue in effect until and
shall terminate on September 14,
2005. The purpose of the 1995 Plan is to provide incentives
for Trustees, officers and employees
of MART and to provide an additional
means of attracting and retaining competent personnel.
Administration of 1995 Plan
The 1995 Plan provides that it shall
be administered by the Executive
Compensation Committee of the
Board of Trustees (the "Committee"). The
Committee is authorized to determine and designate from
time to time those employees of MART
to whom options are to be granted.
Each employee of MART is eligible to be a
participant under the 1995 Plan, if
so designated by the Committee. The granting
of an option to an employee takes
place only when a written and executed
option agreement containing the terms
and conditions of the option is delivered
to the employee. Unless otherwise
specified by the Committee in the option
agreement, each option granted under
the 1995 Plan shall expire on the 10th
anniversary of the date the option was
granted. In the event of the termination
of employment of an optionee for any
reason, all unexercised options will terminate,
be forfeited and will lapse unless
such options are exercised by the employee
(or his or her personal
representative) within 90 days after the
optionee's employment with MART
is terminated.
The 1995 Plan provides for the
reservation of 180,000 Shares for issuance
upon the exercise of options granted under
the plan. The number of Shares
reserved for the grant of options and the
number of Shares which are subject to
outstanding options under the 1995 Plan are
subject to adjustment in the event
of stock splits, stock dividends,
reclassifications or other changes in MART's
capitalization.
Terms of Options
The exercise price for Shares being
purchased upon the exercise of options
may be paid (i) in cash or by check, (ii) with
Shares of MART, to the extent the
Fair Market Value of such Shares on the
date of exercise equals the exercise
price of the Shares being purchased, (iii) by
surrender to MART of options to
purchase Shares, to the extent of the
difference between the exercise price of
such options and the Fair Market value of
the Shares subject to such options on
the date of such surrender, or (iv) a
combination of (i), (ii) or (iii) above.
MART has the right to withhold and deduct
from the number of Shares
deliverable upon the exercise of any options
under the 1995 Plan a
number Shares having an aggregate Fair
Market Value equal to the
amount of any taxes and other charges that
MART is obligated to
withhold or deduct from amounts payable to
the participant.
Options granted under the 1995 Plan are
not transferable by an optionee
otherwise than by will or the laws of descent
and distribution, as provided in the
1995 Plan. Options shall be exercisable
only by the optionee during his lifetime;
any attempt to transfer an option, or to
assign, pledge, hypothecate or otherwise
dispose of an option in violation of the terms
of the 1995 Plan, or to levy any
attachment or similar process upon such
option, results in the immediate lapse of
such option. Notwithstanding the foregoing,
in the event of the death of an
optionee or termination of employment due
to permanent or total disability, the
option (other than Trustee Options described
below) may be exercised by the
personal representative or bequestee, or by
disabled optionee, as the case may
be, within 90 days after the death or
termination of his or her employment.
Under the 1995 Plan, upon the occurrence
of certain "Extraordinary Events"
all options granted under the 1995 Plan will
vest and become fully exercisable at
a price per Share equal to the average
closing price per Share for the thirty days
prior to the announcement or other
publication of the Extraordinary Event.
An "Extraordinary Event" is defined as the
commencement of a tender offer
(other than by MART) for the Shares, or a
sale or transfer, in one or a series of
transactions, of assets having a fair market
value at least equal to 50% of the fair
market value of all assets of MART, or a
merger, consolidation or share
exchange pursuant to which the Shares may
be exchanged for or converted into
cash, property or securities of another issuer,
or the liquidation of MART. The
date the options become exercisable is the
date of the commencement of a tender
offer or, in the case of any other
Extraordinary Event, the date preceding the
record date or other date as of which
shareholders of record become entitled to
the consideration payable in respect of the
Extraordinary Event.
In addition, the 1995 Plan provides that
effective September 30, 1995 (the
"Grant Date"), each Trustee of MART who
was serving as a Trustee on the date
the 1995 Plan was adopted and who is not
an employee of MART is granted an
option to purchase 6,000 Shares (the
"Trustee Options"). The Trustee
Options are exercisable in the following
increments ("Tranches") to purchase
the following number of Shares: (i) 2,000
Shares on the Grant Date;
(ii) additional 2,000 Shares on the first
anniversary of the Grant Date;
and (iii) an additional 2,000 Shares on the
second anniversary of the
Grant Date (each such date is referred to as
an "Exercise Date"). The
exercise price per Share is the closing price
of the Shares on the
trading day immediately preceding the day
on which such Tranche
becomes exercisable ("Fair Market Value").
The first Tranche
became exercisable on September 30, 1995
at an exercise price of $815/16 per
Share. Shares acquired by a Trustee upon
the exercise of all or part of a Tranche
of Trustee Options may not be sold or
otherwise disposed of by the Trustee for a
period of six months from and after the
Exercise Date of such Tranche (or from
and after the date the 1995 Plan is approved
by the shareholders, whichever
is later), except in the event of the death of
an optionee, in which event all
vested Tranches will be exercisable and may
be sold any time after the date of
death.
New Plan Benefits
During 1995, options to purchase an
aggregate of 141,300 Shares have been
granted to Trustees, officers and employees
of MART subject to the approval of
the 1995 Plan by the shareholders. The
following table provides information
regarding these options.
New Plan
Benefits
1995 Stock Option
Plan
Current
Name and Number of Shares Date of Date
of Exercise Market Expiration
Position Underlying Option Grant Vesting
Price($) Price($)(1) Date
NAMED EXECUTIVE OFFICERS
F. Patrick Hughes 9,000 9/30/95 9/30/95
8 15/16 10 9/30/2005
President and 9,000 9/30/95 9/30/96
(2) _ 9/30/2005
Chief Executive
Officer 9,000 9/30/95 9/30/97
(2) _ 9/30/2005
Paul F. Robinson 5,400 9/30/95 9/30/95
8 15/16 10 9/30/2005
Vice President, 5,400 9/30/95 9/30/96
(2) _ 9/30/2005
Secretary, and 5,400 9/30/95 9/30/97
(2) _ 9/30/2005
General Counsel
EXECUTIVE OFFICERS AS A GROUP
2 Persons 14,400 9/30/95 9/30/95 8
15/16 10 9/30/2005
14,400 9/30/95 9/30/96 (2)
_ 9/30/2005
14,400 9/30/95 9/30/97 (2) _
9/30/2005
NON-EXECUTIVE TRUSTEES AS A
GROUP
7 Persons 14,000 9/30/95 9/30/95 8
15/16 10 9/30/2005
14,000 9/30/95 9/30/96 (2) _
9/30/2005
14,000 9/30/95 9/30/97 (2) _
9/30/2005
EMPLOYEES AS A GROUP
20 Persons 18,700 9/30/95 9/30/95 8
15/16 10 9/30/2005
18,700 9/30/95 9/30/96 (2) _
9/30/2005
18,700 9/30/95 9/30/97 (2) _
9/30/2005
___________________
(1)The price per Share on the American
Stock Exchange at the close of
trading on March 18, 1996.
(2) Not determinable until the date the
option vests.
Tax Consequences
Options granted under the 1995 Plan
may
be either incentive stock options
within the meaning of Section 422(b) of the
Internal Revenue Code of 1986, as
amended (qualified options), or nonqualified
options. An employee realizes no
income upon the grant of an incentive stock
option. An optionee who
holds his/her Shares for two years after the
grant of the option and for one year
after he/she receives the Shares upon its
exercise generally will not incur any
federal income tax liability upon receipt of
the Shares pursuant to the exercise.
However, the spread between the exercise
price and the fair market value of the
Shares at the time of exercise will be
includable in alternative minimum taxable
income for the year of exercise. After
satisfying such holding periods, upon a
disposition of the Shares at a price greater
than the option exercise price, the
optionee will realize taxable long-term
capital gain. MART will not be allowed
a deduction for federal income tax purposes
in connection with the grant or
exercise of a qualified option; however, if
the
optionee does not comply with the
holding periods, he/she will realize ordinary
income in the year of sale equal to
the difference between the exercise price and
the value of the underlying Shares
on the date of exercise (or the sale price if
lower where the sale is to an unrelated
party). Where the sale price is lower than
the
fair market value of the Shares on
the date of exercise and the sale is to an
unrelated party, and the exercise and
sale occur within the same taxable year, the
amount included in alternative
minimum taxable income will be the amount
of the sale price. In such a case,
MART would be entitled to a deduction in
an
amount equal to the ordinary
income realized by the optionee.
Employees and non-employee Trustees
will also realize no income upon the
grant of a nonqualified stock option.
Generally, however, the holder of a
nonqualified stock option will realize
taxable
ordinary income at the time of the
exercise of his/her option in an amount
equal
to the excess of the fair market
value of the Shares acquired at the time of
exercise over the exercise price of the
option, and MART will be entitled to a
deduction for the amount included in the
optionee's income. Upon the sale of the
Shares, the optionee will realize capital
gain or capital loss. Whether such capital
gain or capital loss is long-term or
short-term will depend upon the period of
time the optionee holds the Shares
once they are acquired.
The Board of Trustees recommends a
vote "FOR" the 1995 Stock Option
Plan. The affirmative vote of holders of a
majority of shares present (in person
or by proxy) and voted at the meeting is
needed to approve the Plan.
Consequently, withholding votes,
abstentions
and broker non-votes will have no
effect on the outcome of this vote.
SELECTION OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
On the recommendation of the Audit
Committee, the Board of Trustees has
selected KPMG Peat Marwick, LLP as
independent certified public accountants
to audit the books and accounts of MART
for
calendar year 1996. The Board of
Trustees considers such accountants to be
well qualified and recommends
a vote in favor of their selection.
Representatives of KPMG Peat
Marwick,
LLP are expected to be present at
the Annual Meeting with the opportunity to
make a statement if they so desire
and to be available to respond to appropriate
questions.
SUBMISSION OF SHAREHOLDER
PROPOSALS TO BE
CONSIDERED AT THE MAY 1997
ANNUAL MEETING
Any shareholder desiring to present a
proposal to be considered by the
shareholders at the Annual Meeting of
Shareholders to be held in May 1997, and
desiring that information concerning such
proposal be included in the proxy
statement and form of proxy relating to such
meeting furnished to shareholders
by the Board of Trustees, should submit in
writing proposals, including all
supporting materials, to MART at its
principal executive offices no later than
December 1, 1996.
OTHER MATTERS
The solicitation of proxies will be made
by mail at MART's expense,
including charges and expenses of brokerage
firms, banks and others for
forwarding solicitation material to
shareholders.
The Board of Trustees of MART is not
aware of any other matter which
may be presented for action at the meeting,
but should any other matter requiring
a vote of the shareholders arise, it is
intended
that the proxies will be voted with
respect thereto in accordance with the best
judgment of the person or persons
voting the proxies, discretionary authority to
do so being included in the proxy.
Shareholders who do not plan to attend
the Annual Meeting are urged to
complete, date, sign and return the enclosed
proxy in the enclosed envelope, to
which no postage need be affixed if mailed
in
the United States. Prompt
response is helpful and your cooperation will
be appreciated.
By Order of the Board of Trustees,
PAUL F. ROBINSON
Secretary
Dated: April 10, 1996<PAGE>
PROXY
MID-ATLANTIC REALTY TRUST
1306 Concourse Drive, Suite 200
Linthicum, Maryland 21090
This Proxy is Solicited on Behalf of the
Board of Trustees of Mid-Atlantic
Realty Trust.
The undersigned hereby appoints LeRoy
E. Hoffberger, F. Patrick Hughes
and Paul F. Robinson, and each of them, as
proxies, each with the power of
substitution, to vote as designated below all
of the shares the undersigned
is entitled to vote at the Annual Meeting of
Shareholders to be held at The
World Trade Center Baltimore, 401 East
Pratt Street, Constellation Room - 21st
Floor, Baltimore, Maryland, on May 17,
1996
at 11:00 a.m., prevailing local
time, and any adjournments thereof.
1. ELECTION OF TRUSTEES: FOR all
nominees listed below []
(except as set forth to the contrary
below)
WITHHOLD AUTHORITY to vote for
all nominees listed below []
Marc P. Blum, Robert A. Frank, LeRoy
E. Hoffberger, F. Patrick Hughes,
M. Ronald Lipman, Daniel S. Stone, David
F.
Benson, Stanley J. Moss
The terms of all Trustees expire at the next
annual meeting at which their
successors are elected and qualify.
(INSTRUCTION: To withhold authority to
vote for any individual nominee,
write that nominee's name on the space
provided below.)
____________________________________________________________
2. PROPOSAL TO APPROVE THE
MID-ATLANTIC REALTY TRUST
1995 STOCK OPTION PLAN.
For [] Against [] Abstain []
3. PROPOSAL TO RATIFY THE
APPOINTMENT OF KPMG Peat
Marwick, LLP as the independent certified
public accountants of MART for the
fiscal year ending December 31, 1996.
For [] Against [] Abstain []
4. In their discretion, the proxies are
authorized to vote upon any other
business which properly comes before the
meeting and any adjournments
thereof.
This proxy, when properly executed, will be
voted in the manner directed hereby
by the undersigned share- holders. If no
direction is made, this proxy will be
voted in favor of all nominees and for
Proposals No. 2 and 3.
Please sign exactly as your name appears on
your proxy card. When shares are
held by joint tenants, both should sign.
When
signing as attorney, executor,
administrator, trustee or guardian, please
give
full title as such. If a
corporation, please sign in full corporate
name by the President or other
authorized officer. If a partnership, please
sign in partnership name by an
authorized person.
PLEASE MARK, SIGN,
DATE AND MAIL THE CARD IN
THE ENCLOSED
ENVELOPE.
DATED: ______________________, 1996
Signature____________________________
DATED: _______________________, 1996
Signature___________________________
APPENDIX
MID-ATLANTIC REALTY TRUST
1995 STOCK OPTION PLAN
1. Purpose. The purpose of this 1995
STOCK OPTION PLAN ("Plan") is to
further the interests of MID-ATLANTIC
REALTY TRUST (the "Company") by
providing incentives for Trustees, officers
and employees of the Company who
may be designated for participation therein
and to provide additional means of
attracting and retaining competent
personnel.
2. Administration. The Plan shall be
administered by the Executive
Compensation Committee of the Board of
Trustees of the Company (the
"Committee"). Subject to the provisions of
the Plan and applicable law, the
Committee is authorized to interpret the Plan
and to prescribe, amend and
rescind rules and regulations relating to the
Plan and to any options granted
thereunder, and to make all other
determinations necessary or advisable for
the
administration of the Plan. No member of
the Committee shall vote upon or
decide any matter relating to himself or
member of his immediate family or to
any of his rights or benefits (or rights or
benefits of a member of his immediate
family) under the Plan.
3. Limitation on Aggregate Shares;
Adjustments. The Company has reserved
180,000 common shares of beneficial
interest, par value $.01 per share (the
"Shares"), for issuance upon the exercise of
options granted under this Plan. If
any option granted under the Plan shall
terminate, be forfeited or expire
unexercised, in whole or in part, the Shares
so released from option may be
made the subject of additional options
granted under the Plan. The Company
shall reserve and keep available such
number
of Shares as will satisfy the
requirements of all outstanding options
granted under the Plan. Appropriate
adjustment shall be made to the number of
Shares available for the grant of
options and the number of Shares which are
subject to outstanding options
granted under this Plan in order to give
effect
to any stock splits, stock
dividends, or other relevant changes in the
capitalization of the Company
occurring after the adoption of this Plan by
the Board. The decision of the
Committee as to the amount and timing of
any such adjustment shall be
conclusive.
4. Corporate Reorganization.
(a) Anything in this Plan or in any
Option Agreement or any option
granted hereunder to the contrary
notwithstanding, in the event of the
commencement of a tender offer (other than
by the Company) for any Shares or
a sale or transfer, in one or a series of
transactions, of assets having a fair market
value of 50% or more of the fair market
value
of all assets of the Company, or a
merger, consolidation or share exchange
pursuant to which the Shares of the
Company are or may be exchanged for or
converted into cash, property or
securities of another issuer, or the
liquidation
of the Company (an
"Extraordinary Event"), then regardless of
whether or not any option granted
pursuant to this Plan has vested or become
fully exercisable, all options granted
pursuant to this Plan shall immediately vest
and become fully exercisable for the
full number of Shares subject to any such
option on and at all times after the
"Event Date" of the Extraordinary
Transaction. The "Event Date" is the date of
the commencement of a tender offer, if the
Extraordinary Event is a tender offer,
and in the case of any other Extraordinary
Event, the day preceding the record
date in respect of such Extraordinary Event,
or if no record date is fixed, the day
preceding the date as of which shareholders
of record become entitled to the
consideration payable in respect of such
Extraordinary Event.
(b) In the event of the exercise
pursuant
to this Section of any option the
exercise price for which shall not have been
fixed as of the Event Date, the
exercise price per Share subject to such
option shall be equal to the average Fair
Market Value (as defined in Section 7) per
Share for the 30 days preceding the
announcement or other publication of the
Extraordinary Event.
In the case of an Extraordinary Event
other than a tender offer, the
exercise of an option pursuant to this
Section
4 prior to the Event Date shall be
effective on and as of the Event Date. Upon
the exercise of an option upon the
occurrence of an Extraordinary Event, the
Company shall issue, on and as of the
effective date of such exercise, all Shares
with respect to which the option shall
have been exercised. In the event that an
optionee fails to exercise his or her
option, in whole or in part, pursuant to this
Section upon an Extraordinary
Event, or if there shall be any capital
reorganization or reclassification of the
Shares, the Company shall take such action
as may be necessary to enable each
optionee to receive upon any subsequent
exercise of his or her options, in whole
or in part, in lieu of Shares, securities or
other
assets as were issuable or payable
upon such Extraordinary Event in respect of,
or in exchange for, such Shares.
5. Other Participants; Grant of Options.
(a) The Committee shall determine
and designate from time to time those
employees of the Company to whom options
are to be granted and who thereby
become participants in the Plan. The
Committee may grant to such participants
options to purchase Shares in such amounts
as the Committee shall from time to
time determine. Participation in the Plan
shall not confer any right of continua-
tion of service as an employee of the
Company.
(b) The granting of an option (except
Trustee Options as described in
Section 6 hereof) shall take place only when
a
written Option Agreement
substantially in the form of Exhibit A hereto
is executed by the Company and
the participant and delivered to the
participant. All options under this Plan shall
be evidenced by such written Option
Agreement between the Company and the
optionee. Such Option Agreement shall
contain such further terms and
conditions, not inconsistent with the
foregoing, related to the grant or the time or
times of exercise of options as the
Committee
shall prescribe.
6. Trustees; Grant of Options.
(a) Each Trustee of the Company who
is serving as Trustee on the date
this Plan is adopted and who is not an
employee of the Company, shall receive a
ten-year non-qualified option ("Trustee
Options") to purchase 6,000 Shares,
effective as of September 30, 1995 (the
"Grant Date"). The Trustee Options
shall vest and be exercisable in the following
increments ("Tranches"): (I) 2,000
Shares on the Grant Date, (ii) an additional
2,000 Shares on the first anniversary
of the Grant Date, and (iii) an additional
2,000 Shares on the second anniversary
of the Grant Date (each such date is referred
to as an "Exercise Date"). The
exercise price of each Tranche of Trustee
Options shall be the Fair Market Value
(as defined in Section 7 hereof) of the
Shares
on the Exercise Date of such
Tranche. Notwithstanding any other term of
the Plan, the retirement of a Trustee
in accordance with the Company's
retirement
policy shall not affect (I) the
vesting of a Tranche of Trustee Options, or
(ii) reduce the ten-year period for
exercise of Trustee Options.
(b) Shares acquired by a Trustee upon
the exercise of all or part of a
Tranche of Trustee Options may not be sold
or otherwise disposed of by the
Trustee for a period of six months from and
after the Exercise Date of such
Tranche (or from and after the date this Plan
is approved by the Company's
shareholders, whichever is later), except in
the event of death of the optionee, in
which event all vested Tranches will be
exercisable and may be sold at any time
after the date of death.
(c)The provisions of this Section 6
may
not be amended or modified for at
least six months after this Plan has been
adopted except as may be required to
comply with the provisions of the Internal
Revenue Code of 1986, as amended,
or the Employee Retirement Income
Security
Act of 1974, as amended.
7. Fair Market Value. The "Fair Market
Value" per Share as of any particular
date shall be the closing price per Share on
the trading day immediately
preceding such date on the American Stock
Exchange or on such other principal
national securities exchange on which the
Shares are listed on such date.
8. Exercise Period. Except as otherwise
specified by the Committee in the
Option Agreement, each option granted
under
the Plan will expire on the 10th
anniversary of the date the option was
granted.
9. Limitation Upon Transfer of Options.
No
option shall be transferable by an
optionee otherwise than by will or the laws
of
descent and distribution, as
provided herein. Options shall be
exercisable
only by the optionee during his or
her lifetime and only in the manner set forth
herein. Options may not be
assigned, pledged or hypothecated, and shall
not be subject to execution,
attachment or similar process. Upon any
attempt to transfer an option, or to
assign, pledge, hypothecate or otherwise
dispose of an option in violation of this
provision, or upon the levy of any
attachment
or similar process upon such
option or such rights, this option shall
immediately lapse and become null and
void.
10. Termination and Forfeiture of Options.
In the event of the termination of
employment or other relationship of an
optionee (including a Trustee) for any
reason, all unexercised options of the
optionee will terminate, be forfeited and
will lapse unless such options are exercised
by the optionee (or his or her
personal representative) within 90 days after
the optionee's employment or other
relationship with the Company is
terminated.
11. Death or Disability of Optionee. In the
event of the death of an optionee, or
if an optionee's employment is terminated
because of permanent and total
disability, the option may be exercised by
the
personal representative, adminis-
trator or a person who acquired the right to
exercise any such option by bequest,
inheritance or death of the optionee, or by
the
disabled optionee, as the case may
be, within 90 days after the death of the
optionee or termination of his or her
employment, as the case may be.
12. Exercise of Options. To exercise an
option, the optionee (or his or her
successor) shall give written notice to the
Company's Secretary at the Company's
principal place of business accompanied by
full payment for the Shares being
purchased and a written statement that the
Shares are purchased for investment
and not with a view toward distribution;
however, this statement will not be
required in the event the Shares subject to
the
option are registered under the
Securities Act of 1933, as amended. If the
option is exercised by the successor
of an optionee following his or her death,
proof shall be submitted, satisfactory
to the Committee, of the right of the
successor to exercise such deceased
optionee's option.
13.Manner of Payment. An Optionee may
pay the option price for the Shares
being purchased upon exercise of the option
either (I) in cash or by check made
payable to the order of the Company, (ii)
with
Shares of the Company, to the
extent the Fair Market Value of such Shares
on the date of exercise equals the
option price for the Shares being purchased,
(iii) by surrender to the Company of
options to purchase Shares, to the extent of
the difference between the exercise
price of such options and the Fair Market
Value of the Shares subject to such
options (the "spread"), or (iv) a combination
of (I), (ii) and (iii) above. The
Company shall have the right to withhold
and
deduct from the number of Shares
deliverable upon the exercise of any options
hereunder a number of Shares
having an aggregate Fair Market Value
equal
to the amount of any taxes and
other charges that the Company is obligated
to withhold or deduct from amounts
payable to the participant.
14. Share Certificates. Certificates
representing Shares issued pursuant to this
Plan which have not been registered under
the Securities Act of 1933 shall bear
a legend to the following effect:
"The shares represented by this certificate
have not been registered under the
Securities Act of 1933 and may not be
transferred unless registered under the
provisions of that Act or if an exemption
from registration is available."
The Company shall not be required to
transfer or deliver any certificate or
certificates for Shares purchased upon any
exercise of an option: (I) until after
compliance with all then applicable
requirements of law; and (ii) prior to
admission of such Shares to listing on any
stock exchange on which the
Company's outstanding Shares may then be
listed. In no event shall the
Company be required to issue fractional
Shares to an optionee.
15. Registration. If the Company shall be
advised by its counsel that Shares
deliverable upon any exercise of an option
are required to be registered under
the Securities Act of 1933, or that the
consent
of any other authority is required
for their issuance, the Company may effect
such registration or obtain such
consent, and delivery of the Shares by the
Company may be deferred until
registration is effected or consent obtained.
16. Issuance of Shares. No Shares will be
issued until full payment for such
Shares has been made. An optionee shall
have no rights as a shareholder with
respect to optioned Shares until the date the
option shall have been properly
exercised and all conditions to the exercise
of
the option and purchase of Shares
shall have been complied with in all respects
to the satisfaction of the Company.
No adjustment shall be made for dividends
(ordinary or extraordinary, whether
in cash, securities or other property) or
distributions or other rights for which the
record date is prior to the date such option is
exercised, except as otherwise
provided herein.
17. Amendments and Termination. The
Board of Trustees may amend, suspend,
discontinue or terminate the Plan, but no
such
action may, without the consent
of the holder of any option granted
hereunder,
alter or impair such option,
except as provided in Paragraphs 5 and 6
above.
18. Period of Plan.
(a) The Plan has been adopted by the
Board of Trustees on, and, subject
to subsection (b) hereof, the Plan shall be
effective as of, September 14, 1995.
Unless extended or earlier terminated by the
Board of Trustees, the Plan shall
continue in effect until, and shall terminate
on, the tenth anniversary of the
effective date of the Plan. Unless so
extended no additional options may be
granted on or after the tenth anniversary of
the effective date hereof.
(b) The effectiveness of all options
granted under this Plan, and
particularly the provisions of Section 6
hereof, are subject to the approval of this
Plan by the shareholders of the Company
within 12 months after the date this
Plan was adopted by the Board of Trustees,
as specified above.
EXHIBIT A
MID-ATLANTIC REALTY TRUST
1995 STOCK OPTION PLAN
AGREEMENT
THIS AGREEMENT is made this
__________________, 199__,
by and between MID-ATLANTIC REALTY
TRUST, a Maryland real estate
investment trust (the "Company"), and
______________________ (the
"Optionee).
WHEREAS, the Board of Trustees of the
Company considers it
desirable and in the Company's interest that
the Optionee be given an
opportunity to purchase its common shares
of
beneficial interest, par value $.01
per share ("Shares"), pursuant to the terms
and conditions of the Company's
1995 Stock Option Plan (the "Plan") to
provide an incentive for the Optionee
and to promote the interests of the
Company.
NOW, THEREFORE, it is agreed as
follows:
1.Grant of Option. The Company hereby
grants to Optionee an option to
purchase from the Company
________________ Shares ("Option
Shares")
at
the exercise price per Share set forth below.
Subject to earlier expiration or
termination of the option granted hereunder,
this option shall expire on the 10th
anniversary of the date hereof.
2. Period of Exercise of Option. The
Optionee shall be entitled to exercise the
option granted hereunder to purchase Option
Shares as follows:
Exercise Date No. of Shares
Exercise Price Per Share
in each case, together with the number of
Option Shares which Optionee was
theretofore entitled to purchase.
3. Additional Exercise Periods. In the event
of the death of the Optionee, or if
the Optionee's employment is terminated for
any reason, the option may be
exercised by the personal representative,
administrator or a person who acquired
the right to exercise any such option by
bequest, inheritance or death of the
optionee, or by the optionee, as the case may
be, within 90 days after the death
of the optionee or such termination of
employment, as the case may be. Except
as provided in the immediately preceding
sentence, no option may be exercised
after the optionee has ceased to be employed
by the Company or its subsidiaries.
After such period, this option will terminate,
be forfeited and will lapse
immediately.
4. Method of Exercise. In order to exercise
the options granted hereunder,
Optionee must give written notice to the
Secretary of the Company at the
Company's principal place of business,
substantially in the form of Exhibit A
hereto, accompanied by full payment of the
exercise price for the Option Shares
being purchased, in accordance with the
terms and provisions of the Plan.
5. Manner of Payment. An Optionee may
pay the option price for Shares
purchased upon exercise of the option either
(I) in cash or by check payable to
the order of the Company, (ii) with Shares of
the Company, to the extent the Fair
Market Value of such Shares on the date of
exercise equals the option price for
the Shares purchased, (iii) by surrender to
the
Company of options to purchase
Shares, to the extent of the difference
between the exercise price of such options
and the Fair Market Value of the Shares
subject to such options (the "spread"),
or (iv) a combination of (I), (ii) and (iii)
above. The Company shall have the
right to withhold and deduct from the
number
of Shares deliverable upon the
exercise of any options hereunder a number
of Shares having an aggregate Fair
Market Value equal to the amount of taxes
and other charges that the Company
is obligated to withhold or deduct from
amounts payable to the participant.
6. Limitation upon Transfer. This Option
may not be transferred by the
Optionee other than by will and the laws of
descent and distribution, as stated
above, may not be assigned, pledged or
hypothecated, and shall not be subject to
execution, attachment or similar process.
This Option is exercisable only by the
Optionee during his or her lifetime, and
only in the manner set forth herein.
Upon any attempt to transfer this option,
or to assign, pledge, hypothecate or
otherwise dispose of this option in violation
of this provision, or upon the levy
of any attachment or similar process upon
such option or such rights, this option
shall immediately lapse and become null and
void.
7. Plan; Applicable Law. This Option
Agreement is subject in all respects to the
provisions of the Plan, a copy of which has
been provided to the Optionee. This
Option Agreement shall be governed by and
construed in accordance with the
laws of the State of Maryland, excluding its
provisions relating to conflicts of
laws.
IN WITNESS WHEREOF, the parties
have caused this Agreement to
be executed under seal, intending this
to be a sealed instrument, as of the date
first above written.
ATTEST: MID-ATLANTIC REALTY
TRUST
____________By:______________(SEAL)
WITNESS: ___________________
OPTIONEE:_____________(SEAL)
<PAGE>
EXHIBIT A
Date:_____________________
Secretary
MID-ATLANTIC REALTY TRUST
To the Secretary:
I hereby exercise my option to purchase
______________ shares of common
beneficial interest, par value $.01 per share
("Shares"), of Mid-Atlantic Realty
Trust in accordance with the terms set
forth in the Mid-Atlantic Trust Realty
1995 Stock Option Agreement.
In full payment for such exercise, please find
enclosed
__ check in the amount of $____________
__ Shares having a Fair Market Value of
$__________
__ Options, bearing an exercise price of
$__________, to purchase ______
Shares having a Fair Market Value of
$_________, resulting in a "spread" of
$___________.
I authorize the Company to withhold a
number of Shares equal to any
withholding obligation applicable to me.
Very truly yours,
___________________________________
___________________________________
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