Exhibit 10.1

 

Option No.: SO-      

 

KITE REALTY GROUP TRUST

2013 EQUITY INCENTIVE PLAN

 

NONQUALIFIED SHARE OPTION AGREEMENT

 

Kite Realty Group Trust, a Maryland real estate investment trust (the “Company”), grants an option to purchase common shares of beneficial interest, $.01 par value per share, of the Company (the “Shares”), to the Optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attached Nonqualified Share Option Agreement (together, the “Agreement”), and in the Company’s 2013 Equity Incentive Plan, as amended from time to time (the “Plan”).

 

Grant Date:

 

Name of Optionee:

 

Number of Shares Covered by Option:

 

Option Price per Share: $          .

 

Vesting Start Date:

 

By signing this cover sheet, you agree to all of the terms and conditions described in the Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent.

 

 

	
Optionee:
    	
 
    	
 
    
	
 
    	
(Signature)
    	
 
    
	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    
	
 
    	
(Signature)
    	
 
    
	
 
    	
 
    	
 
    
	
Title:   
    	
 
    	
 
    


 

Attachment

 

This is not a share certificate or a negotiable instrument.

 











 

KITE REALTY GROUP TRUST

2013 EQUITY INCENTIVE PLAN

 

NONQUALIFIED SHARE OPTION AGREEMENT

 

	
Nonqualified Share Option
    	
 
    	
This Agreement   evidences the grant of an option exercisable for the number of Shares set   forth on the cover sheet of this Agreement and subject to the vesting and   other terms and conditions set forth in this Agreement and in the Plan. This   option is not intended to be an incentive share option under Section 422   of the Code and will be interpreted accordingly.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This option is   exercisable only before it expires and then only with respect to the vested   portion of the option. Subject to the preceding sentence, you may exercise   this option, in whole or in part, to purchase a whole number of vested Shares   not less than 100 Shares, unless the number of Shares purchased is the total   number available for purchase under the option, by following the procedures   set forth in the Plan and below in this Agreement.  

 

Except as   otherwise provided in any employment agreement between you and the Company,   your right to purchase Shares under this option vests as follows:   [          ]. The resulting   aggregate number of vested Shares will be rounded to the nearest whole   number, and you cannot vest in more than the number of Shares covered by this   option.  

 

No additional   Shares will vest after your Service has terminated for any reason.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
Your option will   expire in any event at the close of business at Company headquarters on the   day before the tenth anniversary of the Grant Date, as shown on the cover   sheet. Your option will expire earlier if your Service terminates, as   described below.
    
	
 
    	
 
    	
 
    
	
Regular   Termination
    	
 
    	
If your Service   terminates for any reason other than death, Disability or Cause, then your   option expires at the close of business at Company headquarters on the 90th   day after your termination date.
    
	
 
    	
 
    	
 
    
	
Termination   for Cause
    	
 
    	
If your Service is   terminated for Cause, then you immediately forfeit all rights to your option   and the option immediately expires.
    
	
 
    	
 
    	
 
    
	
Death
    	
 
    	
If your Service   terminates because of your death, then your option will become fully vested   and will expire at the close of business at Company headquarters on the date   12 months after the date of death. During that 12-month period, your estate   or heirs may exercise your option.  

 

In addition, if   you die during the 90-day period described in connection with a regular   termination (i.e., a termination of your Service not on account of your   death, Disability or Cause), and the vested portion of your option has not   yet been exercised, then your option will instead expire on the date 12 months   after your termination date. In such a case, during the period following your   death up to the date 12 months after your termination date, your estate or   heirs may exercise the vested portion of your option.
    


 

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Disability
    	
 
    	
If your Service   terminates because of your Disability, then your option will become fully   vested and will expire at the close of business at Company headquarters on   the date 12 months after your termination date.
    
	
 
    	
 
    	
 
    
	
Leaves   of Absence
    	
 
    	
For purposes of   this option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by   the Company in writing, if the terms of the leave provide for continued   Service crediting, or when continued Service crediting is required by   applicable law. However, your Service will be treated as terminating 90 days   after you went on employee leave, unless your right to return to active work   is guaranteed by law or by a contract. Your Service terminates in any event   when the approved leave ends unless you immediately return to active employee   work.  

 

The Company   determines, in its sole discretion, which leaves count for this purpose, and   when your Service terminates for all purposes under the Plan.
    
	
 
    	
 
    	
 
    
	
Notice   of Exercise
    	
 
    	
When you wish to   exercise this option, you must notify the Company by filing the proper   “Notice of Exercise” form at the address given on the form. Your notice must   specify how many Shares you wish to purchase (in a parcel of at least 100   Shares generally). Your notice must also specify how your Shares should be   registered (in your name only or in your and your spouse’s names as joint   tenants with right of survivorship). The notice will be effective when it is   received by the Company.  If someone else wants to exercise this   option after your death, that person must prove to the Company’s satisfaction   that he or she is entitled to do so.
    
	
 
    	
 
    	
 
    
	
Form of   Payment
    	
 
    	
When you submit   your notice of exercise, you must include payment of the option price for the   Shares you are purchasing. Payment may be made in one (or a combination) of   the following forms:

 

 ·     Cash,   your personal check, a cashier’s check, a money order or another cash   equivalent acceptable to the Company.

 

 ·     Shares   that you already own and that you surrender to the Company. The Fair Market   Value of the Shares, determined as of the effective date of the option   exercise, will be applied to the option price.

 

 ·     By   delivery (on a form prescribed by the Company) of an irrevocable direction to   a licensed securities broker acceptable to the Company to sell Shares and to   deliver all or part of the sale proceeds to the Company in payment of the   aggregate option price and any withholding taxes (if approved in advance by   the Committee if you are either an executive officer or a trustee of the   Company).
    
	
 
    	
 
    	
 
    
	
Withholding   Taxes
    	
 
    	
You will not be   allowed to exercise this option unless you make acceptable arrangements to   pay any withholding or other taxes that may be due as a result of the option   exercise or sale of Shares acquired under this option. In the event that the   Company determines that any federal, state, local or foreign tax or   withholding payment is required relating to the exercise or sale of Shares   purchased upon exercise of this option, the Company will have the right to   require such payments from you, or withhold such amounts from other payments   due to you from the Company or any Affiliate. To satisfy this withholding   obligation, the Company may provide you with 
    


 

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the opportunity,   in its sole discretion, to have the Company withhold Shares otherwise   issuable to you or by delivering to the Company Shares already owned by you.   If the Company provides you with the foregoing opportunity and you fail to   make avail yourself of the opportunity, the Company may determine what method   to use, including by withholding Shares otherwise issuable to you. The Shares   so withheld must have an aggregate Fair Market Value not exceeding the   minimum amount of tax required to be withheld by applicable law.
    
	
 
    	
 
    	
 
    
	
Evidence   of Issuance
    	
 
    	
The issuance of the Shares   upon exercise of this option will be evidenced in such a manner as the   Company, in its discretion, deems appropriate, including, without limitation,   book entry, registration or issuance of one or more share certificates.
    
	
 
    	
 
    	
 
    
	
Transfer   of Option
    	
 
    	
During your   lifetime, only you (or, in the event of your legal incapacity or   incompetency, your guardian or legal representative) may exercise the option.   You cannot transfer or assign this option. For instance, you may not sell   this option or use it as security for a loan. If you attempt to do any of   these things, this option will immediately become invalid. You may, however,   dispose of this option in your will or it may be transferred upon your death   by the laws of descent and distribution.  

 

Regardless of any   marital property settlement agreement, the Company is not obligated to honor   a notice of exercise from your spouse, nor is the Company obligated to   recognize your spouse’s interest in your option in any other way.
    
	
 
    	
 
    	
 
    
	
Retention   Rights
    	
 
    	
Neither your   option nor this Agreement gives you the right to be retained by the Company   or an Affiliate in any capacity. The Company and its Affiliates reserve the   right to terminate your Service at any time and for any reason.
    
	
 
    	
 
    	
 
    
	
Shareholder   Rights
    	
 
    	
You, or your   estate or heirs, have no rights as a shareholder of the Company until a   certificate for your option’s Shares has been issued (or an appropriate book   entry has been made). No adjustments are made for dividends or other rights   if the applicable record date occurs before your share certificate is issued   (or an appropriate book entry has been made), except as described in the   Plan.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a   split, a dividend or a similar change in the Shares, the number of Shares   covered by this option and the option price per Share will be adjusted (and   rounded down to the nearest whole number) if required pursuant to the Plan.  

 

Your option will   be subject to the terms of the agreement of merger, liquidation or   reorganization in the event the Company is subject to such corporate   activity.
    
	
 
    	
 
    	
 
    
	
Applicable   Law
    	
 
    	
This Agreement   will be interpreted and enforced under the laws of the State of Maryland,   other than any conflicts or choice of law rule or principle that might   otherwise refer construction or interpretation of this Agreement to the   substantive law of another jurisdiction.
    
	
 
    	
 
    	
 
    
	
The   Plan
    	
 
    	
The text of the   Plan is incorporated in this Agreement by reference. Certain capitalized terms   used in this Agreement are defined in the Plan, and have the meaning set   forth in the Plan.  

 

This Agreement and   the Plan constitute the entire understanding between you and the Company   regarding this option. Any prior agreements, commitments or negotiations 
    


 

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concerning this   option are superseded.
    
	
 
    	
 
    	
 
    
	
Data   Privacy
    	
 
    	
In order to   administer the Plan, the Company may process personal data about you. Such   data includes but is not limited to the information provided in this   Agreement and any changes thereto, other appropriate personal and financial   data about you such as home address and business addresses and other contact   information, payroll information and any other information that might be   deemed appropriate by the Company to facilitate the administration of the   Plan.  

 

By accepting this   option, you give explicit consent to the Company to process any such personal   data. You also give explicit consent to the Company to transfer any such   personal data outside the country in which you work or are employed,   including, with respect to non-U.S. resident Optionees, to the United States,   to transferees who will include the Company and other persons who are   designated by the Company to administer the Plan.
    
	
 
    	
 
    	
 
    
	
Code   Section 409A
    	
 
    	
The option grant   under this Agreement is intended to be exempt from, or to comply with, Code   Section 409A to the extent subject thereto, and, accordingly, to the   maximum extent permitted, this Agreement will be interpreted and administered   to be in compliance with Code Section 409A. Notwithstanding anything to   the contrary in the Plan or this Agreement, neither the Company, its   Affiliates, the Board nor the Committee will have any obligation to take any   action to prevent the assessment of any excise tax or penalty on you under   Code Section 409A and neither the Company, its Affiliates, the Board nor   the Committee will have any liability to you for such tax or penalty.
    
	
 
    	
 
    	
 
    
	
Consent   to Electronic Delivery
    	
 
    	
The Company may   choose to deliver certain statutory materials relating to the Plan in   electronic form. By accepting this option grant you agree that the Company   may deliver the Plan prospectus and the Company’s annual report to you in an   electronic format. If at any time you would prefer to receive paper copies of   these documents, as you are entitled to, the Company would be pleased to   provide copies. Please contact Daniel R. Sink at (317) 577-5600 to request   paper copies of these documents.
    


 

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

 

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