2000 EMPLOYEE STOCK OPTION PLAN
WELLS REAL ESTATE INVESTMENT TRUST, INC.
WELLS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the
"Company") adopted this 2000 Employee Stock Option Plan (the "Plan"), effective
June 28, 2000, the date of approval of the Plan by the Shareholders of the
Company, for the benefit of the eligible employees of WELLS CAPITAL, INC., a
Georgia corporation ("Wells Capital") and WELLS MANAGEMENT COMPANY, INC., a
Georgia corporation ("Wells Management").
The purpose of this Plan is to enable Wells Capital and Wells Management to
obtain and retain the services of Employees considered essential to the long
range success of the Company, Wells Capital, Wells Management and their
Affiliates by offering Employees an opportunity to participate in the Company's
growth through the ownership of stock in the Company.
Wherever the following terms are used in this Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise.
"Affiliate" or "Affiliated" means, as to any individual, corporation,
partnership, trust, limited liability company or other legal entity (i) any
person or entity directly or indirectly through one or more intermediaries
controlling, controlled by or under common control with another person or
entity; (ii) any person or entity directly or indirectly owning, controlling, or
holding with power to vote ten percent (10%) or more of the outstanding voting
securities of another person or entity; (iii) any officer, director, general
partner or trustee of such person or entity; (iv) any person ten percent (10%)
or more whose outstanding voting securities are directly or indirectly owned,
controlled or held, with power to vote, by such other person; and (v) if such
other person or entity is an officer, director, general partner or trustee of a
person or entity, the person or entity for which such person or entity acts in
any such capacity.
"Board" shall mean the Board of Directors of the Company.
"Cause," unless otherwise defined in an Employee's employment agreement,
shall mean (i) gross negligence or willful misconduct, (ii) an uncured breach of
any of the Employee's material duties under his or her employment agreement,
(iii) fraud or other conduct against the material best interests of his or her
Employer or the Company, or (iv) a conviction of a felony, if such conviction
has a material adverse effect on his or her Employer. If "Cause" is otherwise
defined in an Employee's employment agreement, the definition in the employment
agreement shall be effective for purposes of the Plan with respect to the
Employee in question.
"Change in Control" shall mean a change in ownership or control of the
Company effected through either of the following transactions:
(a) any person or related group of persons (other than the Company or
a person that directly or indirectly controls, is controlled by, or is under
common control with, the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the Company's outstanding securities pursuant to a tender or exchange
offer made directly to the Company's stockholders which the Board does not
recommend that such stockholders accept; or
(b) there is a change in the composition of the Board over a period of
36 consecutive months (or less) such that a majority of the Board members
(rounded up to the nearest whole number) ceases, by reason of one or more proxy
contests for the election of Board members, to be comprised of individuals who
either (i) have been Board members continuously since the beginning of such
period or (ii) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in
clause (i) who were still in office at the time such election or nomination was
approved by the Board.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean, with respect to the Company, the Compensation
Committee of the Board, or another committee or subcommittee of the Board,
appointed as provided in Section 6.1.
"Common Stock" shall mean the common stock of the Company, par value $0.01
per share, issued or authorized to be issued in the future, but excluding any
preferred stock and any warrants, options or other rights to purchase Common
"Company" shall mean Wells Real Estate Investment Trust, Inc., a Maryland
"Corporate Transaction" shall mean any of the following stockholder-
approved transactions to which the Company is or becomes a party:
(a) a merger or consolidation in which the Company is not the
surviving entity, except for any transaction the principal purpose of which is
to (i) change the State in which the Company is incorporated, (ii) form a
holding company, or (iii) effect a similar reorganization as to form pursuant to
which this Plan and all Options are assumed by the successor entity;
(b) the sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company in complete liquidation or
dissolution of the Company in a transaction not covered by the exceptions to
clause (a) above; or
(c) any reverse merger in which the Company is the surviving entity
but in which securities constituting more than fifty percent (50%) of the total
combined voting power of the Company's outstanding securities are transferred or
issued to a person or persons different from those who held such securities
immediately prior to such merger.
"Employee" shall mean any employee of Wells Management or Wells Capital who
does not participate in any material way in the management decisions of the
"Employer" shall mean either Wells Capital or Wells Management, as the
context may require.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" on any date shall mean the average of the Closing Price
(as defined below) per Share for the five consecutive Trading Days (as defined
below) ending on such date. The "Closing Price" on any date shall mean the last
sale price, regular way (as defined below), or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the principal
national securities exchange on which the Shares are listed or admitted to
trading or, if the Shares are not listed or admitted to trading on any national
securities exchange, the last quoted price, or if not so quoted, the average of
the high bid and low asked prices in the