INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2023, by and between Regency Centers Corporation, a Florida corporation (the “Corporation”), and [●] (“Indemnitee”).
WHEREAS, it is essential to the Corporation to retain and attract qualified, capable and experienced persons to serve as directors and officers;
WHEREAS, at the request of the Corporation, Indemnitee currently serves, or has been chosen to serve, as a director and/or officer of the Corporation or one or more of its subsidiaries;
WHEREAS, the Corporation and Indemnitee recognize the risk of litigation and other claims being asserted against directors and officers of public companies as a result of their service;
WHEREAS, the Restated Articles of Incorporation of the Corporation (the “Articles”) and the Amended and Restated Bylaws of the Corporation (the “Bylaws”) specifically authorize the Corporation to make provisions for the indemnification of its directors and officers to the fullest extent permitted by law, and Indemnitee will serve, or has been serving and continues to serve as a director and/or officer of the Corporation in part in reliance upon the Articles and the Bylaws; and
WHEREAS, in recognition of (1) Indemnitee’s need for substantial protection against personal liability; (2) the Corporation’s need to induce Indemnitee’s continued service to the Corporation in an effective manner; and (3) Indemnitee’s reliance on the Articles, and to provide Indemnitee with specific contractual assurance that the protection authorized in the Articles will be available to Indemnitee, the Corporation wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the full extent permitted by law and as set forth in this Agreement and, if insurance is obtained, for the coverage of Indemnitee under the Corporation’s directors’ and officers’ liability insurance policies.
NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein contained, Indemnitee continuing to serve the Corporation directly, or at its request, to serve another enterprise, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
(i) an acquisition by a Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then-outstanding shares of common stock of the Corporation (the “Outstanding Common Stock”) or (2) the combined voting power of the then outstanding Voting Securities (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Corporation; (B) any acquisition by the Corporation; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation; or (D) any acquisition by any entity pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (iii) of this Section 1(a);
(ii) a change in the composition of the board of directors of the corporation (the “Board”) such that the individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a member of the Board subsequent to the date of this Agreement whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board;
(iii) the consummation of a reorganization, merger, statutory share exchange, consolidation or similar transaction involving the Corporation or any of its subsidiaries or sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or securities of another entity by the Corporation or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be; (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of,
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respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the members of the Board (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv) the approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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REGENCY CENTERS CORPORATION
By:
Name:
Title:
[INDEMNITEE]
[Signature Page to D&O Indemnification Agreement]