EXHIBIT 10.3


 


AMENDMENT
NINE TO THE

1995 KEY EMPLOYEES’ STOCK OPTION PLAN

OF DUKE REALTY INVESTMENTS, INC.


 


This Amendment
Nine to the 1995 Key Employees’ Stock Option Plan of Duke Realty Investments, Inc.,
as heretofore amended (“Plan”), is hereby adopted this 26th day of October,
2005, by Duke Realty Corporation (the “Company”).  Each capitalized term
not otherwise defined herein has the meaning set forth in the Plan.


 


WITNESSETH:


 


WHEREAS, the
Company, formerly known as Duke Realty Investments, Inc., adopted the Plan
for the purposes set forth therein; and


 


WHEREAS,
pursuant to Section 4.1 of the Plan, the Board of Directors or the
Committee has the right to amend the Plan with respect to certain matters; and


 


WHEREAS, the
Board of Directors has determined that no further options will be granted under
the Plan from and after April 27, 2005; and


 


WHEREAS, the
Committee has approved and authorized this Amendment Nine to the Plan;


 


NOW,
THEREFORE, pursuant to the authority reserved to the Committee under Section 4.1
of the Plan, the Plan is hereby amended, effective as of the date hereof in the
following particulars:


 


1.  By deleting provision (vi) of Section 1.3
of the Plan (as amended in Amendment Three), and renumbering the provision
accordingly.


 


2.               By substituting the following for Section 3.10
of the Plan:


 


“3.10               Payment
for Stock.  Full payment for shares
purchased hereunder shall be made at the time the option is exercised.  Payment for such shares shall be in (a) cash,
(b) shares of common stock of the Company previously acquired by the
optionee, which have been held by the optionee for such period of time, if any,
as necessary to avoid the recognition of an expense under generally accepted
accounting principles as a result of the exercise of the option, (c) withholding
of shares from the option, but only if such withholding would not result in the
recognition of an expense under generally accepted accounting principles as a
result of the exercise of the option, or (d) any combination thereof, for
the number of shares being purchased.  To
the extent permitted under Regulation T of the Federal Reserve Board, and
subject to applicable securities laws and any limitations as may be applied
from time to time by the Committee (which need not be uniform), the options may
be exercised through a broker in a so-called “cashless exercise” whereby the
broker sells option shares on behalf of the optionee and delivers cash sales
proceeds to the Company in payment of the exercise price and/or any required
withholding tax.  Stock delivered or
withheld shall be valued by the Committee at its Fair Market Value determined
as of the date of the exercise of the option.


 





















 


No shares shall be issued until full payment for them has been made,
and an optionee shall have none of the rights of a shareholder with respect to
any shares until they are issued to him or her. 
Upon payment of the full purchase price, and any required withholding
taxes, the Company shall take such action as may be required to register the
purchaser as the holder of record of the shares purchased pursuant to the
exercise of the option, including, when requested by the purchaser, the
issuance of a certificate or certificates evidencing such shares.


 


3.  All other provisions of the Plan shall remain
the same.


 


IN WITNESS
WHEREOF, Duke Realty Corporation, by a duly authorized officer, has executed
this Amendment Nine to the 1995 Key Employees’ Stock Option Plan of Duke Realty
Investments, Inc., as amended, this 26th day of October, 2005.


 


	
   

  	
  DUKE REALTY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis D. Oklak

  	
   

  
	
   

  	
   

  	
  Dennis D. Oklak

  
	
   

  	
   

  	
  Chairman of the Board and Chief Executive

  
	
   

  	
   

  	
  Officer