EXHIBIT 10.11
RESOURCE REIT, INC.
2022 EMPLOYEE RETENTION/TRANSACTION BONUS PLAN
Resource REIT, Inc., a Maryland corporation (the “Company”), hereby adopts this 2022 Employee Retention/Transaction Bonus Plan (the “Plan”) to be effective as of January 23, 2022 (the “Effective Date”).
It is expected that the Company, from time to time will consider the possibility of an acquisition by another company or other change in control. The current Board of Directors of the Company (the “Board”) recognizes that such possibilities can cause employees of the Company to consider alternative employment opportunities. The purpose of this Plan is to provide retention/transaction bonuses to designated employees of the Company payable upon the occurrence of the consummation of a Change in Control (as defined below) following the effective date of the Plan to assure that the Company will retain and have the continued dedication of employees, notwithstanding the possibility, threat or occurrence of such change in control of the Company.
The Plan shall be interpreted and administered by the Board or by such committee as may be appointed by the Board from time to time. The actions of the Plan Administrator shall be final and binding on all persons, including the Participants, and shall be given the maximum deference permitted by law. The Plan Administrator, in its sole discretion, shall have the power, subject to, and within the limitations of, the express provisions of the Plan to determine from time to time which employees of the Company shall be Participants entitled to participate in the Plan and the terms under which they will be entitled to participate. In addition, the Board by resolution may authorize an officer or officers to determine from time to time which employees of the Company shall be Participants entitled to participate in the Plan and the terms under which they will be entitled to participate.
Subject to the provisions of Section 5, on the Closing Date or as soon as practicable thereafter, but in any event within 30 days following the Closing Date, the Company will pay each Participant 100% of his or her Bonus in one lump sum cash payment.
Selection of an individual to participate as a Participant under the Plan shall not provide any guarantee or promise of continued service of the Participant with the Company (or any of its subsidiaries), and the Company (or any subsidiary employing a Participant) retains the right to terminate the employment of any employee at any time, with or without cause, for any reason or no reason.
Neither the Plan nor any distribution hereunder creates or conveys any equity or ownership interest in the Company or any rights commonly associated with such interests, including, without limitation, the right to vote on any matters put before the shareholders of the Company.
The Company shall withhold from any distributions under the Plan for any amount required to satisfy the Company’s income, employment or other tax withholding obligations under federal, state or other applicable law. Although the Company intends that this Plan be exempt from Section 409A under the “short-term deferral” rule exemption, the Company does not guarantee the tax treatment thereof.
The Plan shall be funded out of the Company’s general assets. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company.
This Plan is a “bonus program” as defined under U.S. Department of Labor regulation 2510.3-2(c).
To the maximum extent permitted by law, a Participant’s right or benefits under this Plan shall not be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit.
All questions concerning the construction, validation and interpretation of the Plan will be governed by the law of the State of Maryland without regard to its conflict of laws provisions.
The Plan shall be binding upon and shall inure to the benefit of the Company and its successors and assigns and upon the Closing Date the Company shall require its successor(s) or assign(s) to assume the Company’s obligations under the Plan.
The Resource REIT, Inc. 2022 Employee Retention/Transaction Bonus Plan is adopted effective as the Effective Date.
RESOURCE REIT, INC.
By: /s/ Shelle Weisbaum
Name: Shelle Weisbaum
Title: Chief Legal Officer, Senior Vice President and Secretary