Exhibit 10.8


 


NEW PLAN EXCEL REALTY TRUST, INC.


2003
STOCK INCENTIVE PLAN


 


FORM OF
AMENDMENT TO STOCK OPTION AWARDS


 


As set
forth below, New Plan Excel Realty Trust, Inc., a Maryland corporation
(the “Company”), hereby amends each of your outstanding options to purchase
shares of its common stock, $.01 par value (the “Stock”), to increase the
number of shares of Stock remaining subject to each option and to decrease the
exercise price per share of Stock (the “Adjustment”).  This amendment is effective September 27,
2005 (the “Effective Date”), and applies only to an optionee who has one or
more outstanding Company options on September 27, 2005 (each such
outstanding option, an “Eligible Option”).


 


Your Outstanding Options


 


The
Company’s records show that you have the following outstanding option awards as
of the Effective Date of this amendment:


 


Table 1:  Eligible Options


 


	
  Grant

  	
   

  	
  Plan Under Which

  Granted

  	
   

  	
  Grant Date

  	
   

  	
  Total Number of

  Shares Subject to

  Option (Net of

  Exercises)

  	
   

  	
  Exercise Price Per

  Option Share

  	
   

  
	
  Grant 1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant 2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant 3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant 4

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Adjustment to your Options


 


For each
Eligible Option you have, the exercise price per share will be reduced by
multiplying the original exercise price by a factor of [.X].  In addition, for each Eligible Option you
have, the number of shares remaining subject to the options will be increased
by multiplying the number of original shares remaining outstanding under the option
as of the Effective Date by a factor of [Y].  [Any
fractional share resulting under a grant has been eliminated, and the exercise
price has been rounded up to the next penny, if necessary.]  Accordingly, as of the Effective
Date the following adjustments are made to your Eligible Options:


 


Table 2:  Option Adjustments


 


	
  Grant

  	
   

  	
  Original Exercise

  Price Per Share

  	
   

  	
  Exercise Price Per

  Share After

  Adjustment

  	
   

  	
  Original Total

  Number of Shares

  Subject to Option

  (Net of Exercises)

  	
   

  	
  Total Number of

  Shares Subject to the

  Option After

  Adjustment (Net of

  Exercises)

  	
   

  
	
  Grant 1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant 2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant 3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant 4

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


General Provisions


 


In
determining to make the Adjustment set forth herein, the Company also determined
to consolidate all of the stock plans under which options currently are
outstanding to employees and directors into one plan, namely, the New Plan
Excel Realty Trust, Inc. 2003 Stock Incentive Plan, as amended and
restated (the “2003 Plan”).  Accordingly,
all outstanding options under any prior plan now are treated as having been
awarded under the 2003 Plan.  In this
regard, the prior plans are the New Plan Excel Realty Trust, Inc.
Directors’ 1994 Stock Option Plan (the “1994 Plan”), the 1993 Stock Option Plan
of New Plan Excel Realty Trust, Inc. (the “1993 Plan”) and the New Plan Realty
Trust 1991 Stock Option Plan (the “1991 Plan”).


 


Notwithstanding
the consolidation of the plans, however, your outstanding options, with the
share and price adjustments set forth in this amendment, remain subject to the
terms and conditions of your original stock option agreement for each grant.


 


Acknowledgement


 


By signing this cover sheet, you acknowledge as
follow:


 


•                                          That each of your Eligible Options have been
modified effective September 27, 2005 to cover, as applicable, the number
of shares set forth in the column of Table 2 labeled “Total Number of Shares
Subject to Option After Adjustment (Net of Exercises),” and to have an exercise
price equal to the amount set forth in the column of Table 2 labeled “Exercise
Price Per Share After Adjustment.”


 


•                                          That the option agreement for each Eligible
Option is amended as set forth herein, and with respect to all other terms and
conditions the option agreement remains in full force and effect.


 


	
  Optionee:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
				



 


This is
not a stock certificate or a negotiable instrument.


 


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