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Non-Employee Director Stock Option Plan [Amended and Restated] [Amendment No. 1]

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Title:

Non-Employee Director Stock Option Plan [Amended and Restated] [Amendment No. 1]

Entities:

BRE Properties, Inc.; VelocityHSI, Inc.

Date:

2001

Size:

Preview shows 3KB of 9KB total

Price:

$40

ID:

#334240

► Plans ► Option ► Stock ► Director ► Non-Employee Directors Stock Option Plans
► Services ► Communications Services
► Real Estate

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                               FIRST AMENDMENT TO

                   BRE PROPERTIES, INC. AMENDED AND RESTATED

                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN



     This First Amendment to BRE Properties, Inc. Amended and Restated Non-

Employee Director Stock Option Plan is adopted as of June 29, 2000 by the Board

of Directors of BRE Properties, Inc., a Delaware corporation (the "Company").





     WHEREAS, the Company maintains the BRE Properties, Inc. Amended and

Restated Non-Employee Director Stock Option Plan, as amended January 27, 2000,

(hereinafter the "Plan"); and



     WHEREAS, pursuant to Section 11 of the Plan, the Plan may be amended from

time to time by the Board of Directors of the Company;



     NOW THEREFORE, BE IT RESOLVED, that the Plan be amended as follows,

effective June 29, 2000:



     1.  Section 4(e) of the Plan is hereby amended and restated in its entirety

as follows:



         "(e)  Reload Grants.  In the event an Optionee (1) exercises, in whole

or in part, any Option granted under this Plan (including an Option granted

under this Section 4(e)) by delivering (or attesting to ownership of) Shares

instead of paying cash, as permitted by subparagraph 7(c), or (2) pays tax

withholding by delivering Shares, or having Shares withheld, as permitted by

subparagraph 7(g), the Optionee, if then still a Non-Employee Director, shall

automatically receive on the date of such exercise a new Option (a "Reload

Option") to purchase additional Shares equal to the number of Shares so

delivered to, or withheld by, the Company. The Reload Option shall have an

exercise price equal to the Fair Market Value per Share on the date the Reload

Option is granted, and shall vest on the six month anniversary of the date on

which the Reload Option is granted, provided that the Optionee holds all of the

new Shares purchased (net of Shares withheld to pay taxes) under the original

Option until such six-month anniversary; provided, however, that if the

expiration date of the Reload Option is within six months of the date on which

the Reload Option is granted, then the Reload Option shall vest on the date on

which the Reload Option is granted. Notwithstanding the foregoing, a Reload

Option shall vest sooner upon the occurrence of any of the following: (a) a

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