<PAGE>
As filed with the Securities and Exchange Commission on August 6, 1997
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------------------
G & L REALTY CORP.
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
MARYLAND 95-4449388
(State of incorporation) (I.R.S. Employer
Identification Number)
439 N. BEDFORD DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(Address of Principal (Zip Code)
Executive Offices)
</TABLE>
AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN
(Full title of the Plan)
DANIEL M. GOTTLIEB
Chief Executive Officer and Co-Chairman of the Board
G & L Realty Corp.
439 N. Bedford Drive
Beverly Hills, California 90210
(Name and address of agent for service)
(310) 273-9930
(Telephone number, including area code, of agent for service)
----------------------------------
With a copy to:
DHIYA EL-SADEN, ESQ.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
----------------------------------
<TABLE>
<CAPTION>
==================================================================================================================================
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
to be registered Registered (1) Price Per Share (2) Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 120,000 shares $17.00 $2,040,000 $619.00
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Shares available for future issuances of stock, options, warrants, convertible securities, stock appreciation rights or similar
rights, plus such an indeterminate number of additional shares as may be issuable by reason of the anti-dilution provisions of
the Plan. Does not include 520,000 shares available under the Plan for which a registration statement on Form S-8 (File No. 33-
83408) was previously filed on August 29, 1994 and for which a registration fee was previously paid.
(2) Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(h) on the basis of the average of the
high and low prices of the Common Stock of G & L Realty Corp. as reported on the New York Stock Exchange on August 4, 1997.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
This Registration Statement is being filed for the purpose of registering
additional securities of the same class as other securities for which a
registration statement on Form S-8 was filed with respect to the G & L Realty
Corp. Amended and Restated 1993 Stock Incentive Plan. Pursuant to General
Instruction E of Form S-8, the Registration Statement on Form S-8 (File No. 33-
83408) filed on August 29, 1994, by the Registrant with the Securities and
Exchange Commission is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this Registration
Statement by reference:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(3) the Registrant's Current Report on Form 8-K (as amended by a
subsequently filed Form 8-K/A) dated March 31, 1997;
(4) the description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 1-12566), dated November
5, 1993; and
(5) the Registrant's Registration Statement on Form S-8 (File No. 33-
83408) filed August 29, 1994.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 8. EXHIBITS.
4.1 G & L Realty Corp. Amended and Restated 1993 Stock Incentive
Plan (incorporated by reference to Appendix A to the
Registrant's Definitive Proxy Statement on Schedule 14A
filed April 29, 1997 )
4.2 Form of Incentive Stock Option Agreement Under the Amended
and Restated 1993 Stock Incentive Plan
4.3 Form of Nonqualified Stock Option Agreement under the
Amended and Restated 1993 Stock Incentive Plan
4.4 Form of Nonqualified Stock Option Agreement under the
Amended and Restated 1993 Stock Incentive Plan for
Nonemployee Directors
2
<PAGE>
5 Opinion of Piper & Marbury L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5)
24 Power of Attorney (included on pages 4 and 5 of this
Registration Statement)
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beverly Hills, State of California, on this 31st day
of July, 1997.
G & L REALTY CORP.
By: /s/ Daniel M. Gottlieb
-------------------------
Daniel M. Gottlieb
Chief Executive Officer and
Co-Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel M. Gottlieb, Steven D. Lebowitz
and Quentin Thompson, and each of them, as his true and lawful attorneys-in-fact
and agents with full powers of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Daniel M. Gottlieb Chief Executive Officer, July 31, 1997
- --------------------------------------- Co-Chairman of the Board and
Daniel M. Gottlieb Director (principal executive
officer)
/s/Steven D. Lebowitz President, Co-Chairman of the Board July 31, 1997
- --------------------------------------- and Director
Steven D. Lebowitz
/s/Quentin Thompson Chief Accounting Officer, Treasurer July 31, 1997
- --------------------------------------- and Secretary
Quentin Thompson (principal financing and
accounting officer)
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Richard L. Lesher Director July 31, 1997
- ---------------------------------------
Richard L. Lesher
/s/Leslie D. Michelson Director July 31, 1997
- ---------------------------------------
Leslie D. Michelson
/s/Reese L. Milner, II Director July 31, 1997
- ---------------------------------------
Reese L. Milner, II
/s/Charles P. Reilly Director July 31, 1997
- ---------------------------------------
Charles P. Reilly
/s/S. Craig Tompkins Director July 31, 1997
- ---------------------------------------
S. Craig Tompkins
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 G & L Realty Corp. Amended and Restated 1993 Stock Incentive
Plan (incorporated by reference to Appendix A to the
Registrant's Definitive Proxy Statement on Schedule 14A filed
April 29, 1997)
4.2 Form of Incentive Stock Option Agreement Under the Amended and
Restated 1993 Stock Incentive Plan
4.3 Form of Nonqualified Stock Option Agreement under the Amended
and Restated 1993 Stock Incentive Plan
4.4 Form of Nonqualified Stock Option Agreement under the Amended
and Restated 1993 Stock Incentive Plan for Nonemployee
Directors
5 Opinion of Piper & Marbury L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5)
24 Power of Attorney (included on pages 4 and 5 of this
Registration Statement).
</TABLE>
6
<PAGE>
EXHIBIT 4.2
G & L REALTY CORP.
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
AMENDED AND RESTATED
1993 STOCK INCENTIVE PLAN
This Incentive Stock Option Agreement ("Agreement") is made and
entered into as of the Date of Grant indicated below by and between G & L Realty
Corp., a Maryland corporation (the "Company"), and the person named below as
Optionee.
WHEREAS, Optionee is an employee of the Company and/or one or more of
its subsidiaries; and
WHEREAS, pursuant to the Company's Amended and Restated 1993 Stock
Incentive Plan (the "1993 Plan"), the Board of Directors of the Company (the
"Board") or a committee thereof (the "Committee") has approved the grant to
Optionee of an option to purchase shares of the Common Stock, par value $.01 per
share, of the Company (the "Common Shares"), on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. GRANT OF OPTION; CERTAIN TERMS AND CONDITIONS. The Company hereby
---------------------------------------------
grants to Optionee, and Optionee hereby accepts, as of the Date of Grant
indicated below, an option (the "Option") to purchase the number of Common
Shares indicated below (the "Option Shares") at the Exercise Price per share
indicated below. The Option shall expire at 5:00 p.m., Los Angeles time, on the
Expiration Date indicated below and shall be subject to all of the terms and
conditions set forth in the 1993 Plan and this Agreement.
Optionee:
Date of Grant:
Number of shares purchasable:
Exercise Price per share:
Expiration Date:
<PAGE>
Vesting Rate:
2. INCENTIVE STOCK OPTION; INTERNAL REVENUE CODE REQUIREMENTS. The
----------------------------------------------------------
Option is intended to qualify as an incentive stock option under Section 422 of
the Internal Revenue Code (the "Code").
3. ACCELERATION AND TERMINATION OF OPTION.
--------------------------------------
(a) Termination of Employment.
-------------------------
(i) Retirement. In the event that Optionee shall cease to be
----------
an employee of the Company, the Partnership or any of their
subsidiaries (such event shall be referred to herein as the
"Termination" of Optionee's "Employment") by reason of retirement in
accordance with the Company's then-current retirement practices, then
the Option shall fully vest with respect to all Option Shares upon the
date of such Termination of Employment and shall terminate on the
Expiration Date.
(ii) Death or Permanent Disability. If Optionee's Employment
-----------------------------
is Terminated by reason of the death or Permanent Disability (as
hereinafter defined) of Optionee, then the Option shall fully vest
with respect to all Option Shares upon the date of such Termination of
Employment, shall be exercisable by Optionee or, in the event of
death, the person or persons to whom Optionee's rights under the
Option shall have passed by will or by the applicable laws of descent
or distribution, and shall terminate on the first anniversary of the
date of such Termination of Employment. "Permanent Disability" shall
mean the inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than twelve (12)
months. The Optionee shall not be deemed to have a Permanent
Disability until proof of the existence thereof shall have been
furnished to the Board of the Committee in such form and manner, and
at such times, as the Committee may require. Any determination by the
Board of the Committee that Optionee does or does not have a Permanent
Disability shall be final and binding upon the Company and Optionee.
(iii) Termination for Cause. If Optionee's Employment is
---------------------
Terminated for cause, then (A) the portion of the Option that has not
vested on or prior to the date of such Termination of Employment shall
terminate on such date and (B) the remaining vested portion of the
Option shall terminate one (1) month from the date of such Termination
of Employment.
2
<PAGE>
(iv) Other Termination. If Optionee's Employment is Terminated
-----------------
for any reason other than those enumerated in (i) through (iii) of
this Section 3(a), then (A) the portion of the Option that has not
vested on or prior to the date of such Termination of Employment shall
terminate on such date and (B) the remaining vested portion of the
Option shall terminate three (3) months from the date of such
Termination of Employment.
(b) Death Following Termination of Employment. Notwithstanding
-----------------------------------------
anything to the contrary in this Agreement, if Optionee shall die at any
time after the Termination of his or her Employment and prior to the
Expiration Date, then, unless the Optionee was Terminated for cause, the
remaining vested but unexercised portion of the Option shall terminate on
the earlier of the Expiration Date or the first anniversary of the date of
such death.
(c) Acceleration of Option. The Option shall become fully exercisable
----------------------
immediately prior to a Change in Control. A Change in Control shall mean
the following: a reorganization, merger (not including a merger to
effectuate a reincorporation of the Company) or consolidation of the
Company as a result of which the outstanding securities of the class then
subject to this Plan are exchanged for or converted into cash, property
and/or securities not issued by the Company.
(d) Termination of Option. The Option shall terminate upon the
---------------------
occurrence of a Termination Event. A Termination Event shall mean either:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger (not including a merger to
effectuate a reincorporation of the Company) or consolidation of the
Company as a result of which the outstanding securities of the class
then subject to this Plan are exchanged for or converted into cash,
property and/or securities not issued by the Company, which
reorganization, merger or consolidation shall have been affirmatively
recommended to the stockholders of the Company by the Board, unless
the terms of such reorganization, merger or consolidation shall
provide otherwise; or
(iii) a sale of all or substantially all of the property and
assets of the Company, unless the terms of such sale shall provide
otherwise.
4. ADJUSTMENTS. In the event that the Common Shares are increased,
-----------
decreased or exchanged for or converted into cash, property or a different
number or kind of securities, or if cash, property or securities are distributed
in respect of such outstanding Common Shares, in either case as a result of a
reorganization, merger, consolidation, recapitalization, restructuring,
reclassification, dividend (other than a regular, quarterly cash dividend) or
other distribution, stock split, reverse stock split or the like, or if
substantially all of the property and assets of the Company are sold, then,
unless such event shall cause the Option to terminate pursuant to this
Agreement, or the terms of such transaction shall
3
<PAGE>
provide otherwise, the Board or the Committee shall make appropriate and
proportionate adjustments in the number and type of shares or other securities
or cash or other property that may be acquired upon the exercise in full of the
Option.
5. EXERCISE. The Option shall be exercisable during Optionee's
--------
lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Option may
only be exercised by the delivery to the Company of a written notice of such
exercise pursuant to the notice procedures set forth in Section 7 hereof, which
notice shall specify the number of Option Shares to be purchased (the "Purchased
Shares") and the aggregate Exercise Price for such shares (the "Exercise
Price"), together with payment in full of such aggregate Exercise Price in cash.
6. PAYMENT OF WITHHOLDING TAXES. If the Company becomes obligated to
----------------------------
withhold an amount on account of any federal, state or local income tax imposed
as a result of the exercise of an option granted under this Plan (such amount
shall be referred to herein as the "Withholding Liability"), the Optionee shall
pay the Withholding Liability to the Company in full in cash on the first date
upon which the Company becomes obligated to pay such amount withheld to the
appropriate taxing authority, and the Company may delay issuing the Common
Shares pursuant to such exercise until it receives the Withholding Liability
from the Optionee.
7. NOTICES. Any notice given to the Company shall be addressed to
-------
the Company at 439 North Bedford Drive, Beverly Hills, California 90210,
Attention: Secretary, or at such other address as the Company may hereinafter
designate in writing to Optionee. Any notice given to Optionee shall be sent to
the address set forth below Optionee's signature hereto, or at such other
address as Optionee may hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when sent by prepaid certified or registered
mail and deposited in a post office or branch post office regularly maintained
by the United States Government.
8. STOCK EXCHANGE REQUIREMENTS; APPLICABLE LAWS. Notwithstanding
--------------------------------------------
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
9. NONTRANSFERABILITY. Neither the Option nor any interest therein
------------------
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
4
<PAGE>
10. 1993 PLAN. THE OPTION IS GRANTED PURSUANT TO THE 1993 PLAN, AS
---------
IN EFFECT ON THE DATE OF GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS
OF THE 1993 PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED,
HOWEVER, THAT NO SUCH AMENDMENT SHALL DEPRIVE OPTIONEE, WITHOUT HIS OR HER
CONSENT, OF THE OPTION OR OF ANY OF OPTIONEE'S RIGHTS UNDER THIS AGREEMENT. THE
INTERPRETATION AND CONSTRUCTION BY THE BOARD OR THE COMMITTEE OF THE 1993 PLAN,
THIS AGREEMENT, THE OPTION AND SUCH RULES AND REGULATIONS AS MAY BE ADOPTED BY
THE BOARD OR THE COMMITTEE FOR THE PURPOSE OF ADMINISTERING THE 1993 PLAN SHALL
BE FINAL AND BINDING UPON OPTIONEE. UNTIL THE OPTION SHALL EXPIRE, TERMINATE OR
BE EXERCISED IN FULL, THE COMPANY SHALL, UPON WRITTEN REQUEST THEREFOR, SEND A
COPY OF THE 1993 PLAN, IN ITS THEN-CURRENT FORM, TO OPTIONEE OR ANY OTHER PERSON
OR ENTITY THEN ENTITLED TO EXERCISE THE OPTION.
11. FRACTIONAL SHARES. The Company shall not be required to issue a
-----------------
fraction of a Common Share in connection with the exercise of the Option. In
any case where the Optionee would be entitled to receive a fraction of a Common
Share upon the exercise of the Option, the Company shall instead, upon the
exercise of the Option, issue the largest whole number of Common Shares
purchasable upon exercise of the Option, and pay to the Optionee in cash the
Fair Market Value (as determined by the Board or the Committee) of such fraction
of a Common Share at the time of exercise of the Option.
12. STOCKHOLDER RIGHTS. No person or entity shall be entitled to
------------------
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
13. EMPLOYMENT RIGHTS. No provision of this Agreement or of the
-----------------
Option granted hereunder shall (a) confer upon Optionee any right to continue in
the employ of the Company or any of its subsidiaries, (b) affect the right of
the Company and each of its subsidiaries to terminate the employment of
Optionee, with or without cause, or (c) confer upon Optionee any right to
participate in any employee welfare or benefit plan or other program of the
Company or any of its subsidiaries other than the 1993 Plan. The Optionee
hereby acknowledges and agrees that his or her right of employment may be
terminated by the Company for any reason, with or without cause, unless the
Optionee and the Company are parties to a written agreement which expressly
provides otherwise.
14. GOVERNING LAW. This Agreement and the Option granted hereunder
-------------
shall be governed by and construed and enforced in accordance with the laws of
the State of Maryland.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire
----------------
agreement of the parties with respect to the matters covered herein and
supersedes all prior written or
5
<PAGE>
oral agreements or understandings of the parties with respect to the matters
covered herein. Optionee acknowledges that he or she has no right to receive any
additional Options unless and until such time, if any, that the Board or the
Committee, in its discretion, may approve the grant thereof, and that the
Company has not made any representation to the Optionee regarding future or
additional Option grants, or any other option related matters. The grant of any
options must be in writing.
16. REPRESENTATION OF OPTIONEE. Optionee represents to the Company
--------------------------
as follows:
(i) The Option will be taken and received for my own account
and not with a view to or for sale in connection with any distribution
thereof; and
(ii) I have a preexisting personal or business relationship
with the Company or its officers, directors or controlling persons,
or, by reason of my business or financial experience, I can protect my
own interests in connection with my receipt and exercise of the
Option.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
G & L REALTY CORP. OPTIONEE
By
------------------------ ---------------------------
Name: Signature
Title:
---------------------------
Street Address
---------------------------
City, State and Zip Code
----------------------------
Social Security Number
6
<PAGE>
EXHIBIT 4.3
G & L REALTY CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
AMENDED AND RESTATED
1993 STOCK INCENTIVE PLAN
This Non-Qualified Stock Option Agreement ("Agreement") is made and entered
into as of the Date of Grant indicated below by and between G & L Realty Corp.,
a Maryland corporation (the "Company"), and the person named below as Optionee.
WHEREAS, Optionee is an employee of or consultant to the Company and/or G&L
Realty Partnership, L.P. (the "Partnership") and/or one or more of its
subsidiaries; and
WHEREAS, pursuant to the Company's Amended and Restated 1993 Stock
Incentive Plan (the "1993 Plan"), the Board of Directors of the Company (the
"Board") or a committee thereof (the "Committee") has approved the grant to
Optionee of an option to purchase shares of the Common Stock, par value $.01 per
share, of the Company (the "Common Shares"), on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. GRANT OF OPTION: CERTAIN TERMS AND CONDITIONS. The Company hereby
----------------------------------------------
grants to Optionee, and Optionee hereby accepts, as of the Date of Grant
indicated below, an option (the "Option") to purchase the number of Common
Shares indicated below (the "Option Shares") at the Exercise Price per share
indicated below. The Option shall expire at 5:00 p.m., Los Angeles time, on the
Expiration Date indicated below and shall be subject to all of the terms and
conditions set forth in the 1993 Plan and this Agreement.
Optionee:
----------------------------
Date of Grant:
----------------------------
Number of shares purchasable
----------------------------
Exercise Price per share:
----------------------------
Expiration Date:
----------------------------
Vesting Rate:
----------------------------
----------------------------
<PAGE>
----------------------------
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify as
--------------------------
an incentive stock option under Section 422 of the Internal Revenue Code (the
"Code").
3. ACCELERATION AND TERMINATION OF OPTION.
--------------------------------------
(a) Termination of Employment.
--------------------------
(i) Retirement. In the event that Optionee shall cease to be an
----------
employee of or a consultant to the Company, the Partnership or any of
their subsidiaries (such event shall be referred to herein as the
"Termination" of Optionee's "Employment") by reason of retirement in
accordance with the Company's then-current retirement practices, then
the Option shall fully vest with respect to all Option Shares upon the
date of such Termination of Employment and shall terminate on the
Expiration Date.
(ii) Death or Permanent Disability. If Optionee's Employment is
-----------------------------
Terminated by reason of the death or Permanent Disability (as
hereinafter defined) of Optionee, then the Option shall fully vest
with respect to all Option Shares upon the date of such Termination of
Employment, shall be exercisable by Optionee or, in the event of
death, the person or persons to whom Optionee's rights under the
Option shall have passed by will or by the applicable laws of descent
or distribution, and shall terminate on the first anniversary of the
date of such Termination of Employment. "Permanent Disability" shall
mean the inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than twelve (12)
months. The Optionee shall not be deemed to have a Permanent
Disability until proof of the existence thereof shall have been
furnished to the Board or the Committee in such form and manner, and
at such times, as the Board or the Committee may require. Any
determination by the Board or the Committee that Optionee does or does
not have a Permanent Disability shall be final and binding upon the
Company and Optionee.
(iii) Termination for Cause. If Optionee's Employment is
---------------------
Terminated for cause, then (A) the portion of the Option that has not
vested on or prior to the date of such Termination of Employment shall
terminate on such date and (B) the remaining vested portion of the
Option shall terminate one (1) month from the date of such Termination
of Employment.
(iv) Other Termination. If Optionee's Employment is Terminated
for any reason other than those enumerated in (i) through (iii) of
this Section 3(a), then (A) the portion of the Option that has not
vested on or prior to the date of
2
<PAGE>
such Termination of Employment shall terminate on such date and (B)
the remaining vested portion of the Option shall terminate three (3)
months from the date of such Termination of Employment.
(b) Death Following Termination of Employment. Notwithstanding
-----------------------------------------
anything to the contrary in this Agreement, if Optionee shall die at any
time after the Termination of his or her Employment and prior to the
Expiration Date, then, unless the Optionee was Terminated for cause, the
remaining vested but unexercised portion of the Option shall terminate on
the earlier of the Expiration Date or the first anniversary of the date of
such death.
(c) Acceleration of Option. The Option shall become fully exercisable
----------------------
immediately prior to a Change in Control. A Change in Control shall mean
the following: a reorganization, merger (not including a merger to
effectuate a reincorporation of the Company) or consolidation of the
Company as a result of which the outstanding securities of the class then
subject to this Plan are exchanged for or converted into cash, property
and/or securities not issued by the Company.
(d) Termination of Option. The Option shall terminate upon the
---------------------
occurrence of a Termination Event. A Termination Event shall mean either:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger (not including a merger to
effectuate a reincorporation of the Company) or consolidation of the
Company as a result of which the outstanding securities of the class
then subject to this Plan are exchanged for or converted into cash,
property and/or securities not issued by the Company, which
reorganization, merger or consolidation shall have been affirmatively
recommended to the stockholders of the Company by the Board, unless
the terms of such reorganization, merger or consolidation shall
provide otherwise; or
(iii) a sale of all or substantially all of the property and
assets of the Company, unless the terms of such sale shall provide
otherwise.
4. ADJUSTMENTS. In the event that the Common Shares are increased,
-----------
deceased or exchanged for or converted into cash, property or a different number
or kind of securities, or if cash, property or securities are distributed in
respect of such outstanding Common Shares, in either case as a result of a
reorganization, merger, consolidation, recapitalization, restructuring,
reclassification, dividend (other than a regular, quarterly cash dividend) or
other distribution, stock split, reverse stock split or the like, or if
substantially all of the property and assets of the Company are sold, then,
unless such event shall cause the Option to terminate pursuant to this
Agreement, or the terms of such transaction shall provide otherwise, the Board
or the Committee shall make appropriate and proportionate adjustments in the
number and type of shares or other securities or cash or other property that may
be acquired upon the exercise in full of the Option.
3
<PAGE>
5. EXERCISE. The Option shall be exercizable during Optionee's lifetime
--------
only by Optionee or by his or her guardian or legal representative, and after
Optionee's death only by the person or entity entitled to do so under Optionee's
last will and testament or applicable interstate law. The Option may only be
exercised by the delivery to the Company of a written notice of such exercise
pursuant to the notice procedures set forth in Section 7 hereof, which notice
shall specify the number of Option Shares to be purchased (the "Purchased
Shares") and the aggregate Exercise Price for such shares (the "Exercise
Price"), together with payment in full of such aggregate Exercise Price in cash.
6. PAYMENT OF WITHHOLDING TAXES. If the Company becomes obligated to
----------------------------
withhold an amount on account of any federal, state or local income tax imposed
as a result of the exercise of an option granted under this Plan (such amount
shall be referred to herein as the "Withholding Liability"), then Optionee shall
pay the Withholding Liability to the Company in full in cash on the first date
upon which the Company becomes obligated to pay such amount withheld to the
appropriate taxing authority, and the Company may delay issuing the Common
Shares pursuant to such exercise until it receives the Withholding Liability
from the Optionee.
7. NOTICES. Any notice given to the Company shall be addressed to the
-------
Company at 439 North Bedford Drive, Beverly Hills, California 90210, Attention:
Secretary, or at such other address as the Company may hereinafter designate in
writing to Optionee. Any notice given to Optionee shall be sent to the address
set forth below Optionee's signature hereto, or at such other address as
Optionee may hereafter designate in writing to the Company. Any such notice
shall be deemed duly given when sent by prepaid certified or registered mail and
deposited in a post office or branch post office regularly maintained by the
United States Government.
8. STOCK EXCHANGE REQUIREMENTS; APPLICABLE LAWS. Notwithstanding
--------------------------------------------
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
9. NONTRANSFERABILITY. Neither the Option nor any interest therein may
------------------
be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
10. 1993 PLAN. THE OPTION IS GRANTED PURSUANT TO THE 1993 PLAN, AS IN
---------
EFFECT ON THE DATE OF GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF
THE 1993 PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED, HOWEVER,
THAT NO SUCH AMENDMENT SHALL DEPRIVE OPTIONEE, WITHOUT HIS OR HER CONSENT, OF
THE OPTION OR OF ANY OF
4
<PAGE>
OPTIONEE'S RIGHTS UNDER THIS AGREEMENT. THE INTERPRETATION AND CONSTRUCTION BY
THE BOARD OR THE COMMITTEE OF THE 1993 PLAN, THIS AGREEMENT, THE OPTION AND SUCH
RULES AND REGULATIONS AS MAY BE ADOPTED BY THE BOARD OR THE COMMITTEE FOR THE
PURPOSE OF ADMINISTERING THE 1993 PLAN SHALL BE FINAL AND BINDING UPON OPTIONEE.
UNTIL THE OPTION SHALL EXPIRE, TERMINATE OR BE EXERCISED IN FULL, THE COMPANY
SHALL, UPON WRITTEN REQUEST THEREFOR, SEND A COPY OF THE 1993 PLAN, IN ITS THEN-
CURRENT FORM, TO OPTIONEE OR ANY OTHER PERSON OR ENTITY THEN ENTITLED TO
EXERCISE THE OPTION.
11. FRACTIONAL SHARES. The Company shall not be required to issue a
-----------------
fraction of a Common Share in connection with the exercise of the Option. In
any case where the Optionee would be entitled to receive a fraction of a Common
Share upon the exercise of the Option, the Company shall instead, upon the
exercise of the Option, issue the largest whole number of Common Shares
purchasable upon exercise of the Option, and pay to the Optionee in cash the
Fair Market Value (as determined by the Board or the Committee) of such fraction
of a Common Share at the time of exercise of the Option.
12. STOCKHOLDER RIGHTS. No person or entity shall be entitled to vote,
------------------
receive dividends or be deemed for any purpose the holder of any Option Shares
until the Option shall have been duly exercised to purchase such Option Shares
in accordance with the provisions of this Agreement.
13. EMPLOYMENT RIGHTS. No provision of this Agreement or of the Option
-----------------
granted hereunder shall (a) confer upon Optionee any right to continue in the
employ of the Company or any of its subsidiaries, (b) affect the right of the
Company and each of its subsidiaries to terminate the employment of Optionee,
with or without cause, or (c) confer upon Optionee any right to participate in
any employee welfare or benefit plan or other program of the Company or any of
its subsidiaries other than the 1993 Plan. The Optionee hereby acknowledges and
agrees that his or her right of employment may be terminated by the Company for
any reason, with or without cause, unless the Optionee and the Company are
parties to a written agreement which expressly provides otherwise.
14. GOVERNING LAW. This Agreement and the Option granted hereunder shall
-------------
be governed by and construed and enforced in accordance with the laws of the
State of Maryland.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
----------------
the parties with respect to the matters covered herein and supersedes all prior
written or oral agreements or understandings of the parties with respect to the
matters covered herein. Optionee acknowledges that he or she has no right to
receive any additional Options unless and until such time, if any, that the
Board or the Committee, in its discretion, may approve the grant thereof, and
that the Company has not made any representation to the Optionee regarding
future or additional Option grants, or any other option related matters. The
grant of any options must be in writing.
5
<PAGE>
16. REPRESENTATION OF OPTIONEE. Optionee represents to the Company as
--------------------------
follows:
(i) The Option will be taken and received for my own account and
not with a view to or for sale in connection with any distribution
thereof; and
(ii) I have a preexisting personal or business relationship with
the Company or its officers, directors or controlling persons, or, by
reason of my business or financial experience, I can protect my own
interests in connection with my receipt and exercise of the Option.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
G & L REALTY CORP. OPTIONEE
By:
----------------------------- --------------------------------
Name
--------------------------------
Signature
--------------------------------
Street Address
--------------------------------
City, State and Zip Code
--------------------------------
Social Security Number
6
<PAGE>
EXHIBIT 4.4
G & L REALTY CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
AMENDED AND RESTATED
1993 STOCK INCENTIVE PLAN
FOR NONEMPLOYEE DIRECTORS
This Non-Qualified Stock Option Agreement ("Agreement") is made and entered
into as of the Date of Grant indicated below by and between G & L Realty Corp.,
a Maryland corporation (the "Company"), and the person named below as Optionee.
WHEREAS, Optionee is a nonemployee director ("Nonemployee Director") of the
Company; and
WHEREAS, pursuant to the Company's Amended and Restated 1993 Stock
Incentive Plan (the "1993 Plan"), an option to purchase shares of the Common
Stock, par value $.01 per share, of the Company (the "Common Shares"), has been
granted to Optionee, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. GRANT OF OPTION; CERTAIN TERMS AND CONDITIONS. The Company hereby
---------------------------------------------
grants to Optionee, and Optionee hereby accepts, as of the Date of Grant
indicated below, an option (the "Option") to purchase the number of Common
Shares indicated below (the "Option Shares") at the Exercise Price per share
indicated below. The Option shall expire at 5:00 p.m., Los Angeles time, on the
Expiration Date indicated below and shall be subject to all of the terms and
conditions set forth in the 1993 Plan and this Agreement.
Optionee:
Date of Grant:
Number of shares purchasable:
Exercise Price per share
Expiration Date:
<PAGE>
Vesting Rate:
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify as
--------------------------
an incentive stock option under Section 422 of the Internal Revenue Code (the
"Code").
3. ACCELERATION AND TERMINATION OF OPTION.
--------------------------------------
(a) Death or Total Disability. The Option shall become fully
-------------------------
exercisable on the date upon which the Optionee shall cease to be a
Nonemployee Director as a result of death or total disability.
(b) Expiration of Option. The Option shall expire upon the first to
--------------------
occur of the following:
(i) The first anniversary of the date upon which the Optionee
shall cease to be a Nonemployee Director as a result of death or total
disability;
(ii) The 90th day after the date upon which the Optionee shall
cease to be a Nonemployee Director for any reason other than death or
total disability; or
(iii) The tenth anniversary of the Date of Grant of the Option.
(c) Acceleration of Option. The Option shall become fully exercisable
----------------------
immediately prior to a Change in Control. A Change in Control shall mean
the following: a reorganization, merger (not including a merger to
effectuate a reincorporation of the Company) or consolidation of the
Company as a result of which the outstanding securities of the class then
subject to this Plan are exchanged for or converted into cash, property
and/or securities not issued by the Company, unless such reorganization,
merger or consolidation shall have been affirmatively recommended to the
stockholders of the Company by the Board of Directors (the "Board").
(d) Termination of Option. The Option shall terminate upon the
---------------------
occurrence of a Termination Event. A Termination Event shall mean either:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger (not including a merger to
effectuate a reincorporation of the Company) or consolidation of the
Company as a result of which the outstanding securities of the class
then subject to this Plan are exchanged for or converted into cash,
property and/or securities not issued by the Company, which
reorganization, merger or consolidation shall have been affirmatively
recommended to the
<PAGE>
stockholders of the Company by the Board, unless the terms of such
reorganization, merger or consolidation shall provide otherwise; or
(iii) a sale of all or substantially all of the property and
assets of the Company, unless the terms of such sale shall provide
otherwise.
4. ADJUSTMENTS. In the event that the Common Shares are increased,
-----------
decreased or exchanged for or converted into cash, property or a different
number or kind of securities, or if cash, property or securities are distributed
in respect of such outstanding Common Shares, in either case as a result of a
reorganization, merger, consolidation, recapitalization, restructuring,
reclassification, dividend (other than a regular, quarterly cash dividend) or
other distribution, stock split, reverse stock split or the like, or if
substantially all of the property and assets of the Company are sold, then,
unless such event shall cause the Option to terminate pursuant to this
Agreement, or the terms of such transaction shall provide otherwise, the Board
or a committee thereof administering the 1993 Plan (the "Committee") shall make
appropriate and proportionate adjustments in the number and type of shares or
other securities or cash or other property that may be acquired upon the
exercise in full of the Option.
5. EXERCISE. The Option shall be exercisable during Optionee's
--------
lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Option may
only be exercised by the delivery to the Company of a written notice of such
exercise pursuant to the notice procedures set forth in Section 7 hereof, which
notice shall specify the number of Option Shares to be purchased (the "Purchased
Shares") and the aggregate Exercise Price for such shares (the "Exercise
Price"), together with payment in full of such aggregate Exercise Price in cash.
6. PAYMENT OF WITHHOLDING TAXES. If the Company becomes obligated to
----------------------------
withhold an amount on account of any federal, state or local income tax imposed
as a result of the exercise of an option granted under this Plan (such amount
shall be referred to herein as the "Withholding Liability"), the Optionee shall
pay the Withholding Liability to the Company in full in cash on the first date
upon which the Company becomes obligated to pay such amount withheld to the
appropriate taxing authority, and the Company may delay issuing the Common
Shares pursuant to such exercise until it receives the Withholding Liability
from the Optionee.
7. NOTICES. Any notice given to the Company shall be addressed to
-------
the Company at 439 North Bedford Drive, Beverly Hills, California 90210,
Attention: Secretary, or at such other address as the Company may hereinafter
designate in writing to Optionee. Any notice given to Optionee shall be sent to
the address set forth below Optionee's signature hereto, or at such other
address as Optionee may hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when sent by prepaid certified or registered
mail and deposited in a post office or branch post office regularly maintained
by the United States Government.
<PAGE>
8. STOCK EXCHANGE REQUIREMENTS; APPLICABLE LAWS. Notwithstanding
--------------------------------------------
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
9. NONTRANSFERABILITY. Neither the Option nor any interest therein
------------------
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
10. 1993 PLAN. THE OPTION IS GRANTED PURSUANT TO THE 1993 PLAN, AS IN
---------
EFFECT ON THE DATE OF GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF
THE 1993 PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED, HOWEVER,
THAT NO SUCH AMENDMENT SHALL DEPRIVE OPTIONEE, WITHOUT HIS OR HER CONSENT, OF
THE OPTION OR OF ANY OF OPTIONEE'S RIGHTS UNDER THIS AGREEMENT. THE
INTERPRETATION AND CONSTRUCTION BY THE BOARD OR THE COMMITTEE OF THE 1993 PLAN,
THIS AGREEMENT, THE OPTION AND SUCH RULES AND REGULATIONS AS MAY BE ADOPTED BY
THE BOARD OR THE COMMITTEE FOR THE PURPOSE OF ADMINISTERING THE 1993 PLAN SHALL
BE FINAL AND BINDING UPON OPTIONEE. UNTIL THE OPTION SHALL EXPIRE, TERMINATE OR
BE EXERCISED IN FULL, THE COMPANY SHALL, UPON WRITTEN REQUEST THEREFOR, SEND A
COPY OF THE 1993 PLAN, IN ITS THEN-CURRENT FORM, TO OPTIONEE OR ANY OTHER PERSON
OR ENTITY THEN ENTITLED TO EXERCISE THE OPTION.
11. FRACTIONAL SHARES. The Company shall not be required to issue a
-----------------
fraction of a Common Share in connection with the exercise of the Option. In any
case where the Optionee would be entitled to receive a fraction of a Common
Share upon the exercise of the Option, the Company shall instead, upon the
exercise of the Option, issue the largest whole number of Common Shares
purchasable upon exercise of the Option, and pay to the Optionee in cash the
Fair Market Value (as determined by theBoard or the Committee) of such fraction
of a Common Share at the time of exercise of the Option.
12. STOCKHOLDER RIGHTS. No person or entity shall be entitled to
------------------
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
<PAGE>
13. GOVERNING LAW. This Agreement and the Option granted hereunder
-------------
shall be governed by and construed and enforced in accordance with the laws of
the State of Maryland.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
----------------
of the parties with respect to the matters covered herein and supersedes all
prior written or oral agreements or understandings of the parties with respect
to the matters covered herein. Optionee acknowledges that he or she has no right
to receive any additional Options unless and until such time, if any, that the
Board or the Committee, in its discretion, may approve the grant thereof, and
that the Company has not made any representation to the Optionee regarding
future or additional Option grants, or any other option related matters. The
grant of any options must be in writing.
15. REPRESENTATION OF OPTIONEE. Optionee represents to the Company as
--------------------------
follows:
(i) The Option will be taken and received for my own account
and not with a view to or for sale in connection with any
distribution thereof; and
(ii) I have a preexisting personal or business relationship
with the Company or its officers, directors or controlling
persons, or, by reason of my business or financial experience, I
can protect my own interests in connection with my receipt and
exercise of the Option.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
G & L REALTY CORP. OPTIONEE
By ___________________________ ____________________________
Name: Signature
Title:
____________________________
Street Address
____________________________
City, State and Zip Code
____________________________
Social Security Number
<PAGE>
EXHIBIT 5
[LETTERHEAD OF PIPER & MARBURY L.L.P.]
July 29, 1997
G & L Realty Corp.
439 North Bedford Drive
Beverly Hills, California 90210
Ladies and Gentlemen:
We have acted as special Maryland counsel to G & L Realty Corp., a Maryland
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement registers an additional 120,000 shares (the "Shares") of the Company's
common stock, par value $.01 per share (the "Common Stock"), for issuance
pursuant to and under the terms of the Company's Amended and Restated 1993 Stock
Incentive Plan (the "Plan").
In this capacity, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary for the purpose of rendering this opinion. In addition, this opinion
is based upon the assumption that the Registration Statement relating thereto
has become effective under the Securities Act. In such examination, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the aforesaid
documents, the authenticity of all documents submitted to us as originals and
the conformity with originals of all documents submitted to us as copies.
Based upon the foregoing, and assuming that up to an additional 120,000
shares of the Company's Common Stock to be offered pursuant to the Plan have
been duly and validly authorized for issuance pursuant to the terms of the Plan,
we are of the opinion and advise you that, upon payment of the consideration
specified in the Plan and any applicable authorizing resolutions, and delivery
of the Shares in accordance with the terms therefor and the countersigning of
the certificate or certificates representing the Shares by a duly authorized
officer of the registrar for the
<PAGE>
G & L Realty Corp.
July 29, 1997
Page 2
Company's Common Stock, the Shares will be validly issued, fully paid and
nonassessable.
The opinions expressed herein are also subject to the qualification that we
express no opinion as to the laws of any jurisdiction other than the laws of the
State of Maryland, exclusive of the securities or "blue sky" laws of the State
of Maryland. In addition, the opinion expressed herein concerns only the effect
of the laws (excluding the principles of conflict of laws) of the State of
Maryland as currently in effect. We assume no obligation to supplement this
opinion if any applicable laws change after the date hereof or if we become
aware of any facts that might change the opinion expressed herein after the date
hereof.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm and to our opinion in the
Registration Statement.
Very Truly Yours,
/s/ Piper & Marbury
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registrations Statement of
G & L Realty Corp. on Form S-8 of our reports dated February 10, 1997, appearing
in the Annual Report on Form 10-K of G & L Realty Corp. for the year ended
December 31, 1996 and to the reference to us under the heading "Experts" in this
Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Los Angeles, California
July 30, 1997
