<PAGE>
EXHIBIT 10.20
JDN REALTY CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
As amended and restated effective March 1, 1999
RECITALS:
WHEREAS, JDN Realty Corporation, a Maryland corporation, adopted the
JDN Realty Corporation 1995 Employee Stock Purchase Plan (the "Plan") for the
benefit of its eligible employees and eligible employees of its subsidiaries,
effective March 1, 1996, in order to provide an opportunity for eligible
employees to share in the growth and prosperity of the Sponsoring Employer (as
defined in Section 1.18) and its subsidiaries by acquiring a proprietary
interest in the Sponsoring Employer through acquisition of shares of the
Sponsoring Employer's common stock;
WHEREAS, the Plan is intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423(b) of the Internal Revenue Code of 1986,
as amended (the "Code"); and
WHEREAS, the Sponsoring Employer desires to amend the Plan to conform
the Plan with changes to Rule 16b-3 promulgated under the Securities Exchange
Act of 1934 and to modify the method by which employees of subsidiaries of the
Sponsoring Employer become eligible to participate in the Plan;
NOW, THEREFORE, the Plan is amended and restated, effective March 1,
1999, as follows:
ARTICLE I
DEFINITIONS
As used herein, the following words and phrases shall have the meanings
specified below, unless a different meaning is plainly required by the context:
1.1. "Anniversary Date" shall mean March 1 of each year.
1.2. "Board of Directors" shall mean the Board of Directors of JDN
Realty Corporation.
1.3. The "Committee" shall mean the Compensation Committee of the
Sponsoring Employer's Board of Directors.
1.4. "Continuous Service" shall mean the number of full years and
completed months of continuous employment with an Employer calculated from an
Employee's last hire date to the Employee's date of severance of employment for
any reason. Continuous Service shall not be broken and shall be credited for
absences due to vacation, temporary sickness or injury, other paid leaves of
absence authorized by an Employer, and leaves of absence which would not cause
an individual to cease to be an Employee.
1.5. "Contribution Account" shall mean the account recorded on the
records of the Sponsoring Employer established on behalf of a Member to which
the amount of the Member's contributions made pursuant to Article IV shall be
credited.
<PAGE>
1.6. "Effective Date" shall mean March 1, 1996.
1.7. "Employee" shall mean each current or future employee of an
Employer as defined in Treasury Regulation Section 1.423-2(b), Section
1.421-7(h) and any other Regulations later finalized.
1.8. "Employer" shall mean the Sponsoring Employer, and its successors.
Employer shall also include any present or future parent (as defined in Section
424(e) of the Code) and any present or future subsidiary (as defined in Section
424(f) of the Code) of the Sponsoring Employer that is from time to time
designated by the Committee as a participating Employer. Such designation may be
by a resolution of the Committee or any other writing that is duly adopted by
the Committee for such purpose.
1.9. "Exercise Date" shall mean the last trading date during each Plan
Year of the exchange on which the Sponsoring Employer Stock is traded.
1.10. "Grant Date" shall mean the first trading date during the Plan
Year of the exchange on which the Sponsoring Employer Stock is traded.
1.11. "Issue Price" shall mean the purchase price of the Sponsoring
Employer Stock to be charged to participating Members on the Exercise Date. The
Issue Price shall be subject to a Minimum Issue Price as outlined in Section 5.2
herein.
1.12. "Market Price" shall mean the closing sales price for the day
upon which the Market Price is to be determined or, if there are no sales on
such date, the sales price for the most recent day preceding such date, in
either case as reported on the New York Stock Exchange or any other exchange on
which the Sponsoring Employer Stock is traded or automated interdealer quotation
system sponsored by a registered national securities association on which the
Sponsoring Employer Stock is quoted. Notwithstanding the foregoing, if there
shall be any material alteration in the present system of reporting sales prices
of the Sponsoring Employer Stock, or if the Sponsoring Employer Stock shall no
longer be listed on a national securities exchange or quoted on an automated
interdealer quotation system sponsored by a registered national securities
association, the Market Price of the Sponsoring Employer Stock as of a
particular date shall be determined using such method as shall be determined by
the Committee provided such method is appropriate to qualify the Plan as an
employee stock purchase plan under Section 423 of the Code.
1.13. "Member" shall mean any Employee of an Employer who has met the
conditions and provisions for becoming a Member as provided in Article III.
1.14. "Member's Contribution Rate" shall be an exact number of dollars
or percentage of pay elected by the Member to be contributed by regular payroll
deductions to his Contribution Account as outlined in Section 4.1.
1.15. "Normal Monthly Pay" for purposes of determining the amount of a
Member's contributions for any Plan Year shall be (i) for hourly paid Employees,
an amount computed by adding (a) the Member's hourly base pay multiplied by the
Member's regular scheduled hours of work for the calendar year immediately
preceding the first day of the Plan Year divided by 12 and (b) the amount
obtained from dividing the amount of all commissions paid to the Member in the
calendar year immediately preceding the first day of the Plan Year by 12, and
(ii) for salaried employees, an amount computed by adding (a) the Member's
monthly base pay for the calendar month immediately preceding the first day of
the Plan Year and (b) the amount obtained from
2
<PAGE>
dividing the amount of all commissions paid to the Member in the calendar year
immediately preceding the first day of the Plan Year by 12; provided, however,
that with respect to any Member who on the Effective Date has been employed for
less than the applicable time periods set forth above, the Sponsoring Employer
may calculate "Normal Monthly Pay" by any reasonable method consistently applied
to all such Members.
1.16. "Plan" shall mean the JDN Realty Corporation 1995 Employee Stock
Purchase Plan as set forth herein and all subsequent amendments hereto.
1.17. "Plan Year" shall mean a 12 month period beginning on the first
day of March and ending on the last day of February of each year; provided,
however, in the first Plan Year following the Effective Date of the Plan, the
first day of the Plan Year shall be May 1.
1.18. "Sponsoring Employer" shall mean JDN Realty Corporation, a
Maryland corporation, or its successors, the Plan sponsor for all purposes.
1.19. "Sponsoring Employer Stock" shall mean, subject to adjustment as
provided in Article X, those shares of the Sponsoring Employer's Common Stock,
$.01 par value, which pursuant to Article II are reserved for issuance upon the
exercise of the options granted under this Plan.
ARTICLE II
ISSUANCE OF STOCK
The Sponsoring Employer hereby reserves 150,000 shares of Sponsoring
Employer Stock for issuance upon the exercise of the options granted hereunder;
provided, that the class and aggregate number of shares which may be issued upon
exercise of options granted hereunder shall be subject to adjustment in
accordance with the provisions of Article X of the Plan. These shares may be
authorized and unissued shares, issued shares held in or acquired for the
treasury of the Sponsoring Employer, or shares of stock reacquired by the
Sponsoring Employer upon purchase in the open market or otherwise.
ARTICLE III
ELIGIBILITY
3.1. Every Employee whose customary employment is at least 20 hours per
week and more than five months in a calendar year shall be eligible to
participate in the Plan on the first day of the Plan Year coincident with or
following the commencement of such eligible employment. An Employee shall not be
eligible to participate, however, if immediately after the options are granted
such Employee would own stock possessing 5% or more of the total combined voting
power or value of all classes of the Sponsoring Employer or a subsidiary
corporation or parent corporation (as those terms are defined in Section 424(e)
and (f) of the Code). For purposes of this paragraph, the ownership attribution
rules of Section 424(d) of the Code shall apply in determining the stock
ownership of an Employee and stock which the Employee may purchase under
outstanding options (under this or any other agreement) shall be treated as
stock owned by the Employee.
3.2. Upon becoming a Member, the Employee shall be bound by the terms
of this Plan, including any amendments hereto. An Employee's election to
participate for any Plan Year must be in writing in the form and manner
specified by the Committee. The completed request for
3
<PAGE>
participation shall indicate the amount of the Member's Contribution Rate
authorized by the Member in accordance with Section 4.1. If any Employee does
not elect to participate in any given Plan Year he or she may elect to
participate as of any future Anniversary Date if he or she continues to meet the
eligibility requirements therefor.
ARTICLE IV
CONTRIBUTIONS
4.1. In order to participate in this Plan and be granted an option
hereunder, a Member must file with the Employer an election to participate in
accordance with Section 3.2 and must authorize his Employer to deduct through a
payroll deduction an exact number of dollars per month, but not less than $10.00
per month, being the Member's "Contribution Rate". The maximum deduction which a
Member may authorize shall be 10% of the Member's Normal Monthly Pay. Such
authorization shall be in writing and on such forms as provided by the
Committee. Payroll deductions shall begin as of the first pay period on or after
the first day of the Plan Year. For all purposes of this Plan, a Member's
contributions shall be allocated to and deemed a part of the Member's
Contribution Account. Member contributions will not be permitted to begin at any
time other than the beginning of a Plan Year. The Employers shall transfer all
withheld amounts to the Sponsoring Employer which may use such amounts for any
valid corporate purposes. No interest shall accrue or be paid on any amounts
withheld under this Plan.
4.2. The Member's Contribution Rate, once established, shall remain in
effect for all Plan Years unless changed by the Member in writing and filed with
the Employer in the form and in the manner specified by the Committee.
4.3. At any time during the Plan Year, a Member may notify the Employer
that he wishes to discontinue his contributions. This notice shall be in writing
and on such forms as provided by the Committee and shall become effective as of
a date not more than 30 days following its receipt by the Employer.
4.4. Members may elect to withdraw any or all of their contributions at
any time during the Plan Year except on the Exercise Date. Any such withdrawal
will be made by request in writing on such forms as provided by the Committee.
If contributions are withdrawn during the Plan Year, however, no further
contributions will be permitted during that Plan Year.
ARTICLE V
GRANT OF OPTIONS
5.1. Every participating Member shall be granted in each Plan Year
options to purchase that number of whole shares of Sponsoring Employer Stock for
the Plan Year that have a value on the Grant Date of $25,000. Options granted
under this Plan shall be subject to such amendments or modifications as the
Sponsoring Employer shall deem necessary to comply with any applicable law or
regulation, and shall contain such other provisions as the Sponsoring Employer
shall from time to time approve and deem necessary. Options not exercised
pursuant to Section 6.1 shall terminate at 11:59 p.m. (Eastern Time) on the
Exercise Date. In the event an outstanding option shall for any reason expire,
the shares of Sponsoring Employer Stock allocable to the unexercised portion of
such option may again be subject to option under the Plan.
4
<PAGE>
5.2. The Issue Price of the Sponsoring Employer Stock under this Plan
shall be equal to the lesser of: (i) 85% of the Market Price on the Exercise
Date of each Plan Year; or (ii) 85% of the Market Price on the Grant Date of
each Plan Year. The issue price is subject, however, to a "Minimum Issue Price"
for each Plan Year. The "Minimum Issue Price" for any Plan Year shall be the
book value of the Sponsoring Employer Stock as of December 31 for the calendar
year preceding the calendar year during which the Grant Date for the Plan Year
occurs. Notwithstanding any provision to the contrary, if the Issue Price for
any Plan Year is less than the Minimum Issue Price, the options granted for that
Plan Year shall be considered null and void and the payroll deductions credited
to the Member's Contribution Account shall be returned to the Member.
5.3. Notwithstanding any provision of this Plan, no Employee shall
receive options to purchase Sponsoring Employer Stock which permit the rights of
an Employee to purchase stock under all "employee stock purchase plans" of the
Sponsoring Employer and its parent corporation and subsidiary corporation (as
the terms "parent corporation" and "subsidiary corporation" are defined in
Section 424(e) and (f) of the Code) to accrue at a rate which exceeds $25,000 of
fair market value of such stock (determined at the time the option is granted)
for each calendar year in which the option is outstanding at any time. For
purposes of this Section 5.3 (i) the right to purchase stock under an option
accrues when the option (or any portion thereof) first becomes exercisable
during the calendar year, (ii) the right to purchase stock under an option
accrues at the rate provided in the option but in no case may such rate exceed
$25,000 of fair market value of such stock (determined at the time such option
is granted) for any one calendar year, and (iii) a right to purchase stock which
has accrued under one option granted pursuant to the Plan may not be carried
over to any other option.
ARTICLE VI
EXERCISE OF OPTIONS
6.1. On each Exercise Date, the Member's Contribution Account shall be
used to purchase the maximum number of whole shares of Sponsoring Employer Stock
determined by dividing the Issue Price into the balance of the Member's
Contribution Account (subject to the limitations set forth in Section 5.3). Any
money remaining in a Member's Contribution Account after the Exercise Date which
was not needed to exercise the Member's option to the fullest extent as
calculated pursuant to Section 5.1 shall be returned to the Member. Any money
remaining in a Member's Contribution Account solely as a result of an amount
representing a fractional share, however, shall remain in the Member's
Contribution Account unless the return of such amount is requested by the Member
in writing on a form supplied by the Committee. If such return is not requested,
the balance will remain in the Member's Contribution Account to be used in the
next Plan Year along with new contributions made in that Plan Year.
If the total number of shares to be purchased under option by all
Members exceeds the number of shares authorized under Article II of this Plan, a
pro-rata allocation of the available shares will be made among all Members
authorizing such payroll deductions based on the amount of their respective
payroll deductions through the Exercise Date.
6.2. The certificates for Sponsoring Employer Stock purchased through
the exercise of the option granted hereunder shall be issued as soon as
practicable after the Exercise Date.
5
<PAGE>
ARTICLE VII
TERMINATION OF EMPLOYMENT
7.1. Any Employee whose employment with all Employers is terminated for
any reason, except death or retirement, during the Plan Year shall cease being a
Member immediately. The balance of the Member's Contribution Account shall be
paid to such Member, or to such Member's legal representative, as soon as
practicable after such Member's termination. Any right to purchase Sponsoring
Employer Stock under the option granted to such Member by participation in this
Plan shall be deemed null and void.
7.2. If a Member dies during a Plan Year no further contributions on
behalf of the deceased Member shall be accepted under the Plan. The personal
representative of the estate of the deceased Member may elect to withdraw the
balance in the Member's Contribution Account by notifying the Committee in
writing prior to the Exercise Date. In the event no election to withdraw has
been made before the Exercise Date, the balance accumulated in the deceased
Member's Contribution Account shall be used to purchase Sponsoring Employer
Stock in accordance with Article VI.
7.3. If a Member retires for reasons of age or disability under the
then established rules of the Employer during a Plan Year, no further
contributions on behalf of the retired Member shall be accepted under the Plan.
The Member may elect to withdraw the balance in his Contribution Account by
notifying the Committee in writing prior to the Exercise Date. In the event no
election to withdraw has been made before the Exercise Date, the balance
accumulated in the retired Member's Contribution Account shall be used to
purchase Sponsoring Employer's Stock in accordance with Article VI.
ARTICLE VIII
DISPOSITION OF STOCK
If a Member or former Member disposes of any shares of Sponsoring
Employer Stock obtained under this Plan (i) prior to two years after the Grant
Date of such share, or (ii) prior to one year after the Exercise Date of such
share, that Member or former Member must notify the Committee immediately of
such disposition in writing. All dispositions of Sponsoring Employer Stock shall
be made in compliance with applicable federal and state securities laws.
6
<PAGE>
ARTICLE IX
ADMINISTRATION
The Plan shall be administered by the Committee. No member of the
Committee shall be eligible to participate in the Plan while a member of the
Committee. Meetings shall be held at such times and places as shall be
determined by the Committee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought under
the Plan. No member of the Committee shall be liable for any act or omission of
any other member of the Committee or for any act or omission on his own part
related to the Plan, including but not limited to the exercise of any power or
discretion given to him under the Plan, except those resulting from his own
gross negligence or willful misconduct. All questions of interpretation and
application of the Plan, or of options granted hereunder, shall be subject to
the determination, which shall be final and binding, of a majority of the whole
Committee. The Plan shall be administered in order to qualify the options
granted hereunder as options granted pursuant to an "employee stock purchase
plan" described in Section 423 of the Code.
ARTICLE X
CHANGES IN COMPANY'S CAPITAL STRUCTURE
10.1. The existence of this Plan shall not affect in any way the right
or power of the Sponsoring Employer or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
Sponsoring Employer's capital structure or its business, or any merger or
consolidation of the Sponsoring Employer, or any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Sponsoring
Employer Stock or rights thereof, or the dissolution or liquidation of the
Sponsoring Employer, or any sale or transfer of all or part of its assets or
business, or any other corporate act or proceeding, whether of similar character
or otherwise.
10.2. In the event of a subdivision or consolidation of shares or other
capital readjustment, the payment of a stock dividend or other increase or
decrease of the number of shares of the Sponsoring Employer's Stock outstanding
without receiving compensation in money, services, or property, then the class
of shares of the Sponsoring Employer's Stock set forth in Section 1.19 of the
Plan, the number of shares of stock reserved pursuant to Article II, and the
number of options granted a Member shall be appropriately adjusted as determined
by the Committee. The Committee's determination shall be final, binding, and
conclusive, provided that each option granted pursuant to this Plan shall not be
adjusted in a manner that causes the option to fail to continue to qualify as an
option issued pursuant to an "employee stock purchase plan" within the meaning
of Section 423 of the Code.
10.3. Subject to any required action by the stockholders, if the
Sponsoring Employer is the surviving corporation in any merger or consolidation,
each outstanding option shall pertain to and apply to the securities to which a
holder of the number of shares of Sponsoring Employer Stock subject to the
option would have been entitled. Unless adopted by the surviving corporation, a
dissolution or liquidation of the Sponsoring Employer or a merger or
consolidation in which the Sponsoring Employer is not the surviving corporation,
shall cause each outstanding option to terminate; provided that the Committee in
its sole discretion, immediately prior to such dissolution or liquidation, or
merger or consolidation in which the Corporation is not the surviving
corporation, may direct that the Plan Year end on a date immediately prior to
the effective date of such event.
7
<PAGE>
ARTICLE XI
MISCELLANEOUS
11.1. Each Member, former Member, or any other person who shall claim a
right or benefit under this Plan, shall be entitled only to look to such
Member's Employer for such benefit.
11.2. The Board of Directors may at any time or from time to time amend
the Plan in any respect, except that, without approval of the stockholders of
the Sponsoring Employer within 12 months prior to or after the date the
amendment is adopted by the Board of Directors, no amendment may (i) increase
the number of shares reserved under the Plan other than as provided in Article
X, (ii) modify the class of employees eligible to participate in the Plan, or
(iii) reduce the Issue Price per share as defined herein. The Sponsoring
Employer may terminate the Plan at any time. If the Plan is terminated, the date
of termination shall be treated as the Exercise Date and all funds in a Member's
Contribution Account not expended to purchase Sponsoring Employer Stock shall be
refunded to the Member.
11.3. The Employers will pay all expenses that may arise in connection
with the administration of this Plan.
11.4. Any headings or subheadings in this Plan are inserted for
convenience of reference only and are to be disregarded in the construction of
any provisions hereof. All references in this Plan to Articles and Sections are
to Articles and Sections of this Plan unless specified otherwise.
11.5. This Plan shall be construed in accordance with the laws of the
state of incorporation of the Sponsoring Employer to the extent federal law does
not supersede and preempt such law.
11.6. A misstatement in the age, length of Continuous Service, date of
employment or any other such matter shall be corrected when it becomes known
that any such misstatement of fact has occurred.
11.7. The option to purchase Sponsoring Employer Stock arising by
participation in this Plan is not transferable by a Member other than by will or
the laws of descent and distribution and is exercisable during his lifetime only
by him.
11.8. This Plan will not be deemed to constitute a contract between an
Employer and any Member or to be in consideration of or an inducement for the
employment of any Member or Employee. Nothing contained in this Plan shall be
deemed to give any Member or Employee the right to be retained in the service of
an Employer or to interfere with the right of an Employer to discharge any
Member or Employee at any time regardless of the effect which such discharge
shall have upon him as a Member of the Plan.
11.9. No liability whatsoever shall attach to or be incurred by any
past, present or future stockholders, officers, or directors, as such, of an
Employer, under or by reason of any of the terms, conditions, or agreements
contained in this Plan or implied therefrom, and any and all liabilities of, and
any and all rights and claims against an Employer, or any stockholder, officer,
or director, as such, whether arising at common law or in equity or created by
statute or constitution or otherwise, pertaining to this Plan, are hereby
expressly waived and released by every Member, as a part of the consideration
for any benefits provided by the Employers under this Plan.
8
<PAGE>
11.10. With respect to administration of the Plan, the Sponsoring
Employer shall indemnify each present and future member of the Committee and the
Board of Directors against, and each member of the Committee and the Board of
Directors shall be entitled without further act on his or her part to indemnity
from the Sponsoring Employer, for all expenses (including the amount of
judgments and the amount of approved settlements made with a view to the
curtailment of costs of litigation, other than amounts paid to the Sponsoring
Employer itself) reasonably incurred by him or her in connection with or arising
out of any action, suit or proceeding in which he or she may be involved by
reason of his or her being or having been a member of the Committee and the
Board of Directors, whether or not he or she continues to be such a member of
the Committee and the Board of Directors at the time of incurring such expenses;
provided, however, that such indemnity shall not include any expenses incurred
by any such member of the Committee and the Board of Directors (a) in respect of
matters as to which he shall be finally adjudged in any such action, suit, or
proceeding to have been guilty of gross negligence or willful misconduct in the
performance of his or her duty as such a member of the Committee and the Board
of Directors, or (b) in respect of any matter in which any settlement is
effected, to an amount in excess of the amount approved by the Sponsoring
Employer on the advice of its legal counsel; and provided further, that no right
of indemnification under the provisions set forth herein shall be available to
or enforceable by any such member of the Committee and the Board of Directors
unless, within 60 days after institution of any such action, suit, or
proceeding, he or she shall have offered the Sponsoring Employer, in writing,
the opportunity to handle and defend same at its own expense. The foregoing
right of indemnification shall inure to the benefit of the heirs, executors, or
administrators of each such member of the Committee and the Board of Directors
and shall be in addition to all other rights to which such member of the
Committee and the Board of Directors may be entitled as a matter of law,
contract, or otherwise.
11.11. The Sponsoring Employer's obligation to sell and deliver stock
under the Plan is at all times subject to all approvals of any governmental
authorities required in connection with the authorization, issuance, offer,
sale, or delivery of such stock and compliance with applicable state and federal
securities laws.
11.12. Whenever any notice is required or permitted hereunder, such
notice must be in writing and personally delivered or sent by mail. Any notice
required or permitted to be delivered hereunder shall be deemed to be delivered
on the date which it is personally delivered, or, whether actually received or
not, on the third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address which such person has theretofore specified by written
notice delivered in accordance herewith. Notwithstanding any of the foregoing,
any notice required or permitted to be given by or on behalf of a Member under
Section 7.2 or Article IV hereof, shall only be effective as of the date of its
actual receipt. Any party may change, at any time and from time to time, by
written notice to the other, the address which it or he had theretofore
specified for receiving notices. Until changed in accordance herewith, the
Sponsoring Employer shall be entitled to use the address of a Member in the
Employer's records. Any person entitled to notice hereunder may waive such
notice.
11.13. This Plan is intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423(b) of the Code. In the event the
Sponsoring Employer should receive notice that this Plan fails to qualify as an
"employee stock purchase plan" under Section 423 of the Code, the Sponsoring
Employer shall have the option of returning all then existing Members'
Contribution Accounts to the Members and terminating the Plan.
11.14. Any words herein used in the masculine shall be read and
construed in the feminine where they would so apply. Words in the singular shall
be read and construed as though in the
9
<PAGE>
plural in all cases where they would so apply.
11.15. This Plan is intended to be a "stock purchase plan" as defined
in Rule 16b-3, promulgated under the Securities Exchange Act of 1934, and all
grants and awards made hereunder are intended to be exempt under Rule 16b-3, and
the terms hereof shall be interpreted in a manner that is consistent with such
Rule 16b-3.
IN WITNESS WHEREOF, pursuant to action taken by the Board of Directors,
the undersigned authority has executed this instrument on this the 1st day of
March, 1999, to be effective as of March 1, 1999.
JDN REALTY CORPORATION
By: /s/ William J. Kerley
---------------------------------
Its: Chief Financial Officer
10
