Form Option Award Agreement


     

    Exhibit
      4.11

    
 

    OPTION
      AWARD AGREEMENT

     

    Issued
      Pursuant to the 

    2004
      Amended and Restated Incentive Compensation Plan

    of
      Glimcher Realty Trust

     

    THIS
      OPTION AWARD AGREEMENT (“Agreement”), effective __________, (the “Effective
      Date”) represents the grant of an incentive option (“Option”) by Glimcher Realty
      Trust (the “Company”), to ___________ (the “Participant”) pursuant to the
      provisions of the Glimcher Realty Trust 2004 Amended and Restated Incentive
      Compensation Plan adopted by its Board of Trustees (the “Board”) on or about
      March 15, 2004 (the “Plan”), initially approved by the Company’s shareholders on
      May 7, 2004 and, with respect to certain amendments and other matters, again
      on
      May 11, 2007. Option granted hereby is intended to be an “ISO”, as such term is
      defined in the Plan, within the meaning of Section 422 of the Code to the
      maximum extent permissible under the Code.1
      To
      the
      extent that the Option does not qualify as an ISO, the Option or the portion
      thereof which does not so qualify shall constitute a separate nonqualified
      option. 

     

    The
      Plan
      provides a complete description of the terms and conditions governing this
      Option. If there is any inconsistency between the terms of this Agreement and
      the terms of the Plan, the Plan’s terms shall completely supersede and replace
      the conflicting terms of this Agreement. All capitalized terms shall have the
      meanings ascribed to them in the Plan, unless specifically set forth otherwise
      herein. The parties hereto agree as follows:

     

    1. General
      Option Grant Information.
      The
      individual named above has been selected to be a Participant in the Plan and
      receive an incentive option grant, as specified below:

     

    (a) Date
      of Grant:
      

     

    (b) Number
      of Shares Covered by this Option: 

     

    (c) Option
      Price:
      

     

    (d) Date
      of Expiration:
      _________2

     

    2. Grant
      of Option.
      The
      Company hereby grants to the Participant an Option to purchase the number of
      Shares set forth above, at the stated Option Price per share, which is one
      hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant
      is equal to the per share closing market price of the Shares on the New York
      Stock Exchange on the Date of Grant.

     

     

      
        

      

    

    
      	1	
              ISOs
                may be issued only to employees.

            


    

    
      	2	
              Insert
                a date that is one day before the 10th anniversary of the Date of
                Grant.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Option
      Term.
      The term
      of this Option begins as of the Date of Grant as detailed above and continues
      through the Date of Expiration as detailed above, unless sooner terminated
      in
      accordance with the terms of this Agreement.

     

    4. Vesting
      Period:
      This
      Option shall vest and be exercisable, as to one-third of the total Shares
      covered by the Option, each year over a three year period, with the first
      one-third vesting on the first anniversary of the date of grant, the second
      one-third vesting on the second anniversary of the date of grant, and the third
      one-third vesting on the third anniversary of the date of grant.3 

     

    5. Exercise:
      The
      Participant, or the Participant’s representative upon the Participant’s death,
      may exercise this Option to the extent vested at any time prior to the
      termination of the Option as provided in Sections 3 and 8. 

     

    6. How
      to Exercise:
      Once
      vested, the Options hereby granted shall be exercised by written notice to
      the
      Committee or
      such
      other administrator appointed by the Committee, specifying the number of Shares
      subject to this Option Participant desires to exercise. Payment for the Shares
      purchased pursuant to the exercise of the Options hereby granted shall be made
      by paying the Option Price per Share in full at the time of the exercise of
      the
      Option. 

     

    7. Nontransferability.
      This
      Option may not be sold, transferred, pledged, assigned, or otherwise alienated
      or hypothecated, other than by will or by the laws of descent and distribution,
      and may be exercised or surrendered during Participant’s lifetime only by the
      Participant or his or her guardian or legal representative. No assignment or
      transfer of the Option in violation of this Section 7, whether voluntary or
      involuntary, by operation of law or otherwise, except by will or the laws of
      descent and distribution or as otherwise required by applicable law, shall
      vest
      in the assignee or transferee any interest whatsoever. 

     

    8. Termination
      of Option:
      (a)
In
      General.
      The
      Option, which is exercisable as provided in Paragraph 5 above, shall terminate
      and be of no force or effect if the Participant ceases to perform services
      of
      any kind (whether as an employee or Trustee) for the Company or any of its
      Subsidiaries or Affiliates for any reason other than death or disability;
provided,
      however,
      that
      under conditions satisfactory to the Company, the Committee may, in its sole
      discretion, allow any Options granted to such Participant not previously
      exercised or expired to be exercisable for a period of time to be specified
      by
      the Committee; provided,
      further,
      that in
      no instance may the term of the Option, as so extended, exceed the date of
      expiration set forth in Section 1(d), above.3

     

    (b)
      Death.
      In the
      event a Participant dies while employed by the Company or any of its
      Subsidiaries or Affiliates, any Option(s) held by such Participant and not
      previously expired or exercised shall, to the extent exercisable on the date
      of
      death, be exercisable by the estate of such Participant or by any person who
      acquired such Option by bequest or inheritance at any time within one year
      after
      the death of the Participant, unless earlier terminated pursuant to its terms,
      provided,
      however,
      that in
      no instance may the term of the Option, as so extended, exceed the date of
      expiration set forth in Section 1(d) above.

     

     

      
        

      

    

    
      	3	
              In
                the case of an ISO, any extension pursuant to this Section 8(a) will
                cause
                the Option to lose its ISO
                status 

            


    

     

     

    
      
        
        

      

      
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    (c)
      Disability.
      In the
      event a Participant ceases to perform services of any kind (whether as an
      employee or Trustee) for the Company or any of its Subsidiaries or Affiliates
      due to permanent and total disability, the Participant, or his guardian or
      legal
      representative, shall have the unqualified right to exercise any Option(s)
      which
      have not been previously exercised or expired and which the Participant was
      eligible to exercise as of the first date of permanent and total disability
      (as
      determined in the sole discretion of the Committee), at any time within one
      year
      after the first date of permanent and total disability, unless earlier
      terminated pursuant to its terms, provided,
      however,
      that in
      no instance may the term of the Option, as so extended, exceed the date of
      expiration set forth in Section 1(d), above. For purposes of this Agreement,
      the
      term “permanent and total disability” means the Participant is unable to engage
      in any substantial gainful activity by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or which
      has lasted or can be expected to last for a continuous period of not less than
      12 months, and the permanence and degree of which shall be supported by medical
      evidence satisfactory to the Committee. Notwithstanding anything to the contrary
      set forth herein, the Committee shall determine, in its sole and absolute
      discretion, (1) whether a Participant has ceased to perform services of any
      kind
      due to a permanent and total disability and, if so, (2) the first date of such
      permanent and total disability. 

     

    9. Administration.
      This
      Agreement and the rights of the Participant hereunder are subject to all the
      terms and conditions of the Plan, as the same may be amended from time to time,
      as well as to such rules and regulations as the Committee may adopt for
      administration of the Plan. It is expressly understood that the Committee is
      authorized to administer, construe, and make all determinations necessary or
      appropriate to the administration of the Plan and this Agreement, all of which
      shall be binding upon the Participant. Any inconsistency between the Agreement
      and the Plan shall be resolved in favor of the Plan.

     

    10. Reservation
      of Shares.
      The
      Company hereby agrees that at all times there shall be reserved for issuance
      and/or delivery upon exercise of the Option such number of Shares as shall
      be
      required for issuance or delivery upon exercise hereof. 

     

    11. Adjustments.
      The
      number of Shares subject to this Option, and the exercise price, shall be
      subject to adjustment in accordance with Section 4.4 of the Plan. 

     

    12. Exclusion
      from Pension Computations.
      By
      acceptance of the grant of this Option, the Participant hereby agrees that
      any
      income or gain realized upon the receipt or exercise hereof, or upon the
      disposition of the Shares received upon its exercise, is special incentive
      compensation and shall not be taken into account, to the extent permissible
      under applicable law, as “wages”, “salary” or “compensation” in determining the
      amount of any payment under any pension, retirement, incentive, profit sharing,
      bonus or deferred compensation plan of the Company or any of its Subsidiaries
      or
      Affiliates. 

     

    
      
        
        

      

      
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    13. Amendment.
      The
      Committee may, with the consent of the Participant, at any time or from time
      to
      time amend the terms and conditions of the Option, and may at any time or from
      time to time amend the terms of this Option in accordance with the Plan.


     

    14. Notices.
      Any
      notice which either party hereto may be required or permitted to give to the
      other shall be in writing, and may be delivered personally or by mail, postage
      prepaid, or overnight courier, addressed as follows: if to the Company, at
      its
      office at 150 East Gay Street, Columbus, Ohio 43215 or at such other address
      as
      the Company by notice to the Participant may designate in writing from time
      to
      time; and if to the Participant, at the address shown below his or her signature
      on this Agreement, or at such other address as the Participant by notice to
      the
      Company may designate in writing from time to time. Notices shall be effective
      upon receipt. 

     

    15. Withholding
      Taxes; Disqualifying Dispositions.
      (a) The
      Company shall have the right to withhold from a Participant, or otherwise
      require such Participant or assignee to pay, any Withholding Taxes arising
      as a
      result of (i) the grant of any Award, exercise of an Option, or any other
      taxable event occurring pursuant to the Plan or this Agreement, or (ii) a
      Disqualifying Disposition (as defined below) of Shares. If the Participant
      shall
      fail to make such tax payments as are required, the Company (or its Affiliates
      or Subsidiaries) shall, to the extent permitted by law, have the right to deduct
      any such Withholding Taxes from any payment of any kind otherwise due to such
      Participant or to take such other action as may be necessary to satisfy such
      Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes,
      the Participant may make a written election which may be accepted or rejected
      in
      the discretion of the Committee, (i) to have withheld a portion of any Shares
      or
      other payments then issuable to the Participant pursuant to any Award, or (ii)
      to tender other Shares to the Company (either by actual delivery or attestation,
      in the sole discretion of the Committee, provided that,
      except
      as otherwise determined by the Committee, the Shares that are tendered must
      have
      been held by the Participant for at least six (6) months prior to their tender
      to satisfy the Option Price or have been purchased on the open market), in
      either case having an aggregate Fair Market Value equal to the Withholding
      Taxes. 

     

    (b)
      Participant agrees to notify the Company in writing immediately after such
      Participant makes a “Disqualifying Disposition” of any Shares acquired pursuant
      to the exercise of the Option. A “Disqualifying Disposition” is any disposition
      (including any sale) of such shares before the later of (i) two years after
      the
      date the Participant was granted the Option or (ii) one year after the date
      the
      Participant acquired Shares by exercising the Option. If the Participant has
      died before such shares are disposed of, these holding period requirements
      do
      not apply. 

     

    16. Registration;
      Legend.
      The
      Company may postpone the issuance and delivery of Shares upon any exercise
      of
      this Option until (a) the admission of such Shares to listing on any stock
      exchange or exchanges on which Shares of the Company of the same class are
      then
      listed and (b) the completion of such registration or other qualification of
      such Shares under any state or federal law, rule or regulation as the Company
      shall determine to be necessary or advisable. The Participant shall make such
      representations and furnish such information as may, in the opinion of counsel
      for the Company, be appropriate to permit the Company, in light of the then
      existence or non-existence with respect to such Shares of an effective
      Registration Statement under the Securities Act of 1933, as amended, to issue
      the Shares in compliance with the provisions of that or any comparable
      act.

     

    
      
        
        

      

      
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    The
      Company may cause the following or a similar legend to be set forth on each
      certificate representing Shares or any other security issued or issuable upon
      exercise of this Option unless counsel for the Company is of the opinion as
      to
      any such certificate that such legend is unnecessary:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD
      OR
      OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO AN
      EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS
      ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY. 

     

    17. Miscellaneous.

     

    (a) This
      Agreement shall not confer upon the Participant any right to continuation of
      employment by the Company, nor shall this Agreement interfere in any way with
      the Company’s right to terminate the Participant’s employment at any
      time.

     

    (b) The
      Participant shall have no rights as a stockholder of the Company with respect
      to
      the Shares subject to this Option Agreement until such time as the purchase
      price has been paid, and the Shares have been issued and deliv-ered to the
      Participant.

     

    (c) With
      the
      approval of the Board, the Committee may terminate, amend, or modify the Plan;
      provided, however, that no such termination, amendment, or modification of
      the
      Plan may in any way adversely affect the Participant’s rights under this
      Agreement. 

     

    (d) This
      Agreement shall be subject to all applicable laws, rules, and regulations,
      and
      to such approvals by any governmental agencies or national securities exchanges
      as may be required. 

     

    (e) To
      the
      extent not preempted by federal law, this Agreement shall be governed by, and
      construed in accordance with the laws of the State of New York.

     

    (f) All
      obligations of the Company under the Plan and this Agreement, with respect
      to
      the Option, shall be binding on any successor to the Company, whether the
      existence of such successor is the result of a direct or indirect purchase,
      merger, consolidation, or otherwise, of all or substan-tially all of the
      business and/or assets of the Company.

     

    (g) The
      provisions of this Agreement are severable and if any one or more provisions
      are
      determined to be illegal or otherwise unenforceable, in whole or in part, the
      remaining provisions shall nevertheless be binding and enforceable.

     

    
      
        
        

      

      
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    (h) By
      accepting this Award or other benefit under the Plan, the Participant and each
      person claiming under or through the Participant shall be conclusively deemed
      to
      have indicated their acceptance and ratification of, and consent to, any action
      taken under the Plan by the Company, the Board or the Committee.

     

    (i) The
      Participant, every person claiming under or through the Participant, and the
      Company hereby waives to the fullest extent permitted by applicable law any
      right to a trial by jury with respect to any litigation directly or indirectly
      arising out of, under, or in connection with the Plan or this Award Agreement
      issued pursuant to the Plan.

     

    18. Exculpation.
      This
      Option and all documents, agreements, understandings and arrangements relating
      hereto have been executed by the undersigned in his/her capacity as an officer
      or Trustee of the Company, which has been formed as a Maryland real estate
      investment trust pursuant to an Amended and Restated Declaration of Trust of
      the
      Company dated as of November 1, 1993, as amended, and not individually, and
      neither the Trustees, officers or shareholders of the Company nor the trustees,
      directors, officers or shareholders of any subsidiary or affiliate of the
      Company shall be bound or have any personal liability hereunder or thereunder.
      Each party hereto shall look solely to the assets of the Company for
      satisfaction of any liability of the Company in respect of this Option and
      all
      documents, agreements, understanding and arrangements relating hereto and will
      not seek recourse or commence any action against any of the Trustees, officers
      or shareholders of the Company or any of the trustees, directors officers or
      shareholders of any subsidiary or affiliated of the Company, or any of their
      personal assets for the performance or payment of any obligation hereunder
      or
      thereunder. The foregoing shall also apply to any future documents, agreements,
      understandings, arrangements and transactions between the parties
      hereto.

     

    19. Change
      in Control.
      The
      unvested portion of any Option granted to the Participant hereunder shall
      immediately vest in its entirety on the day immediately prior to the date of
      a
      Change in Control of the Company and become fully exercisable in accordance
      with
      its terms. For purposes of this section, a “Change in Control of the Company”
shall be deemed to occur if:

     

    
      	 	
              (i)

            	
              there
                shall have occurred a change in control of a nature that would be
                required
                to be reported in response to Item 6(e) of Schedule 14A of Regulation
                14A
                promulgated under the Securities Exchange Act of 1934, as amended
                (the
                “Exchange
                Act”),
                as in effect on the date hereof, whether or not the Company is then
                subject to such reporting requirement; provided,
                however,
                that there shall not be deemed to be a Change in Control of the Company
                if
                immediately prior to the occurrence of what would otherwise be a
                Change in
                Control of the Company: (a) the Participant is the other party to
                the
                transaction (a “Control
                of the Company Event”)
                that would otherwise result in a Change in Control of the Company
                or (b)
                the Participant is an executive officer, trustee, director or more
                than 5%
                equity holder of the other party to the Control of the Company Event
                or of
                any entity, directly or indirectly, controlling such other
                party;

            


    

    


    
      
        
        

      

      
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              (ii)

            	
              the
                Company merges or consolidates with, or sells all or substantially
                all of
                its assets to, another company (each, a “Transaction”);
                provided,
                however,
                that a Transaction shall not be deemed to result in a Change in Control
                of
                the Company if: 

            


    

    


    
      	 	
              (a)

            	
              immediately
                prior thereto the circumstances in (i)(a) or (i)(b) above exist,
                or
                

            


    

    


    
      	 	
              (b)

            	
              (1)
                the shareholders of the Company, immediately before such transaction,
                own,
                directly or indirectly, immediately following such Transaction in
                excess
                of fifty percent (50%) of the combined voting power of the outstanding
                voting securities of the corporation or other entity resulting from
                such
                Transaction (the “Surviving
                Corporation”)
                in substantially the same proportion as their ownership of the voting
                securities of the Company immediately before such Transaction and
                (2) the
                individuals who were members of Company’s Board of Trustees immediately
                prior to the execution of the agreement providing for such Transaction
                constitute at least a majority of the members of the board of directors
                or
                the board of trustees, as the case may be, of the Surviving Corporation,
                or of a corporation or other entity beneficially, directly or indirectly,
                owning a majority of the outstanding voting securities of the Surviving
                Corporation; or

            


    

    


    
      	
            	(iii)	
              the
                Company acquires assets of another company or a subsidiary of the
                Company
                merges or consolidates with another company (each an “Other
                Transaction”)
                and (a) the shareholders of the Company, immediately before such
                Other
                Transaction own, directly of indirectly, immediately following such
                Other
                Transaction fifty percent (50%) or less of the combined voting power
                of
                the outstanding voting securities of the corporation or other entity
                resulting from such Other Transaction (the “Other
                Surviving Corporation”)
                in substantially the same proportion as their ownership of the voting
                securities of the Company immediately before such Other Transaction
                or (b)
                the individuals who were members of Company’s Board of Trustees
                immediately prior to the execution of the agreement providing for
                such
                Other Transaction constitute less than a majority of the members
                of the
                board of directors or board of trustees, as the case may be, of the
                Other
                Surviving Corporation, or of a corporation or other entity beneficially,
                directly or indirectly, owing a majority of the outstanding voting
                securities of the Other Surviving Corporation; provided,
                however,
                that an Other Transaction shall not be deemed to result in a Change
                in
                Control of the Company if immediately prior thereto the circumstances
                in
                (i)(a) or (i)(b) above exist. 

            


    

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      set forth above.

    
      	 	 	 
	 	GLIMCHER
              REALTY
              TRUST
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:
                Michael P. Glimcher

              Title:
                President, CEO & Trustee

            


    

     

     

    


    ACCEPTED:

     

     

      
        

      

    

    Participant

     

    
       

      
        
          

        

        Address

      

    

     

     

    
      
        

      

    

    
      City        State          Zip
        Code

    

     

     

     

    8