SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 ( Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box: | ||
o Preliminary Proxy Statement | o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Under Rule 14a-12
LIBERTY PROPERTY TRUST
Payment of Filing Fee (Check the appropriate box):
x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(1) Amount previously paid:
500 Chesterfield Parkway
Malvern, Pennsylvania 19355
1. | To elect two Class I trustees to hold office until the Annual Meeting of Shareholders to be held in 2010 and until their successors are duly elected and qualified; | |
2. | To ratify the selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for 2007; | |
3. | To consider and vote on a proposal to amend and restate the Liberty Property Trust Amended and Restated Share Incentive Plan, without increasing the number of shares available for grant thereunder, including among other things to add to the types of awards available for grant under the Plan; and | |
4. | To transact such other business as may properly come before the meeting. |
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 17, 2007
• | On the proposal to elect two Class I trustees to hold office until the Annual Meeting of Shareholders to be held in 2010 and until their successors are duly elected and qualified, the vote of a majority of all the votes cast at the Meeting is necessary to elect a trustee. Abstentions will not be counted as votes cast, and therefore will have no effect on the results of the vote with respect to this proposal. | |
• | The vote of a majority of all the votes cast at the Meeting is necessary to ratify the selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for 2007. Neither abstentions nor broker non-votes will be counted as votes cast, and therefore will have no effect on the results of the vote with respect to this proposal. |
• | The vote of a majority of all the votes cast at the Meeting is necessary to amend and restate the Liberty Property Trust Amended and Restated Share Incentive Plan, provided that the total votes cast on the proposal represent over 50% in interest of all common shares entitled to vote on the proposal. For purposes of this proposal, abstentions will be treated as votes cast, and therefore will have the effect of a vote against the proposal. In addition, unless that the total votes cast on the proposal represent over 50% in interest of all common shares entitled to vote on the proposal, broker non-votes will have the effect of votes against the proposal. |
2
BENEFICIAL OWNERS AND MANAGEMENT
Number of | ||||||||
Shares | ||||||||
Beneficially | Percent of | |||||||
Beneficial Owners | Owned | Class | ||||||
William P. Hankowsky | 345,613 | (1) | * | |||||
Robert E. Fenza | 417,369 | (2) | * | |||||
George J. Alburger, Jr. | 549,291 | (3) | * | |||||
James J. Bowes | 263,094 | (4) | * | |||||
Michael T. Hagan | 81,621 | (5) | * | |||||
Frederick F. Buchholz | 54,495 | (6) | * | |||||
Thomas C. DeLoach, Jr. | 37,553 | (7) | * | |||||
Daniel P. Garton | 16,902 | (8) | * | |||||
J. Anthony Hayden | 111,268 | (9) | * | |||||
M. Leanne Lachman | 57,513 | (10) | * | |||||
David L. Lingerfelt | 74,261 | (11) | * | |||||
Jose A. Mejia | 2,655 | (12) | * | |||||
John A. Miller | 55,698 | (13) | * | |||||
Stephen B. Siegel | 31,813 | * | ||||||
Cohen & Steers, Inc. | 12,963,542 | (14) | 14.2 | % | ||||
ING Groep N.V. | 8,505,042 | (15) | 9.3 | % | ||||
Barclays Global Investors, NA | 5,195,225 | (16) | 5.7 | % | ||||
Morgan Stanley | 5,008,069 | (17) | 5.5 | % | ||||
The Vanguard Group, Inc. | 4,925,550 | (18) | 5.4 | % | ||||
All trustees and executive officers as a group (14 persons) | 2,099,146 | (19) | 2.3 | % |
* | Represents less than one percent of class. | |
(1) | Includes 252,714 common shares subject to options exercisable within 60 days after March 20, 2007. | |
(2) | Includes 166,754 common shares subject to options exercisable within 60 days after March 20, 2007 and 195,043 common shares issuable upon exchange of units of limited partnership interest (“Units”) of Liberty Property Limited Partnership, a Pennsylvania limited partnership (the “Operating Partnership”) which, as of December 31, 2006, was 95.6% owned by the Trust. Also includes 700 common shares, held by Mr. Fenza as custodian for his children, or owned directly by such children, as to which Mr. Fenza disclaims beneficial ownership. Includes 110,000 Units pledged by the beneficial owner as security for loans. | |
(3) | Includes 431,357 common shares subject to options exercisable within 60 days after March 20, 2007. | |
(4) | Includes 237,225 common shares subject to options exercisable within 60 days after March 20, 2007. Also includes 40 common shares held by Mr. Bowes’ child, as to which Mr. Bowes disclaims beneficial ownership. | |
(5) | Includes 12,259 common shares subject to options exercisable within 60 days after March 20, 2007 and 14,491 common shares issuable upon exchange of Units. | |
(6) | Includes 28,500 common shares subject to options exercisable within 60 days after March 20, 2007. |
3
(7) | Includes 2,250 common shares subject to options exercisable within 60 days after March 20, 2007. | |
(8) | Includes 13,500 common shares subject to options exercisable within 60 days after March 20, 2007. | |
(9) | Includes 38,500 common shares subject to options exercisable within 60 days after March 20, 2007. Includes 20,000 common shares pledged by the beneficial owner as security for loans. | |
(10) | Includes 28,500 common shares subject to options exercisable within 60 days after March 20, 2007. | |
(11) | Includes 33,750 common shares subject to options exercisable within 60 days after March 20, 2007 and 30,674 common shares issuable upon exchange of Units. Also includes 987 common shares held by trusts for the benefit of Mr. Lingerfelt’s children, as to which Mr. Lingerfelt disclaims beneficial ownership. | |
(12) | Includes 1,250 common shares subject to options exercisable within 60 days after March 20, 2007. | |
(13) | Includes 38,750 common shares subject to options exercisable within 60 days after March 20, 2007. | |
(14) | As of December 31, 2006, Cohen & Steers, Inc. (“Cohen & Steers”) had sole dispositive power and sole voting power over 12,881,805 and 11,972,905 common shares, respectively. This information is based solely on a review of a Schedule 13G filed by Cohen & Steers with the Securities and Exchange Commission. Cohen & Steers’ address is 280 Park Avenue, 10th Floor, New York, NY 10017. | |
(15) | As of December 31, 2006, ING Groep N.V. had sole dispositive power and sole voting power over 8,505,042 common shares. This information is based solely on a review of a Schedule 13G filed by ING Groep, N.V. with the Securities and Exchange Commission. ING’s address is Amstelveenseweg 500, 1081KL Amsterdam, The Netherlands. | |
(16) | As of December 31, 2006, Barclays Global Investors Japan Limited and certain of its affiliates (“Barclays”) had sole dispositive power and sole voting power over 5,195,225 and 4,779,831 common shares, respectively. These entities expressly disclaim “group” status, as defined inRule 13d-1 under the Exchange Act. This information is based solely on a review of a Schedule 13G filed by Barclays with the Securities and Exchange Commission. Barclays’ address is Ebisu Prime Square, Tower 8th Floor, 1-1-39 Hiroo Shibuya-Ku,Tokyo 150-8402 Japan. | |
(17) | As of December 31, 2006, Morgan Stanley had sole dispositive power and sole voting power over 5,008,069 and 3,448,346 common shares, respectively. This information is based solely on a review of a Schedule 13G filed by Morgan Stanley with the Securities and Exchange Commission. Morgan Stanley’s address is 1585 Broadway, New York, NY 10036. | |
(18) | As of December 31, 2006, The Vanguard Group, Inc. (“Vanguard”) had sole dispositive power and sole voting power over 4,925,550 and 37,152 common shares, respectively. This information is based solely on a review of a Schedule 13G filed by Vanguard with the Securities and Exchange Commission. Vanguard’s address is 100 Vanguard Boulevard, Malvern, PA 19355. | |
(19) | Includes 1,285,309 common shares subject to options exercisable within 60 days after March 20, 2007 and 240,208 common shares issuable upon exchange of Units. Includes 130,000 common shares pledged by the beneficial owners as security for loans, of which 110,000 are common shares issuable upon exchange of Units pledged by the beneficial owner as security for loans. |
4
5
6
7
8
• | Provide compensation that is competitive with compensation for executive officers providing comparable services, taking into account the size of our company and the compensation paid by members of a peer group consisting of a selected group of REITs in our market sectors. We refer to this objective as “competitive compensation.” | |
• | Create a compensation structure under which a meaningful portion of total compensation is designed to support the achievement by the Trust of desired performance and to relate to the Trust’s actual performance, including long-term performance. We refer to this objective as “performance incentives.” | |
• | Encourage the aggregation and maintenance of meaningful equity ownership, and alignment of executive and shareholder interests, by providing compensation that ties the interests of executive officers to those of the Trust’s shareholders by linking a portion of executive compensation directly to increases in shareholder value. We refer to this objective as “stakeholder incentives.” | |
• | Provide compensation and benefits that will attract, motivate and retain superior talent over the long-term. We refer to this objective as “retention incentives.” |
9
Type of Compensation | Objectives Addressed | |
Salary | Competitive Compensation | |
Bonus | Performance Incentives Competitive Compensation Retention Incentives | |
Long-Term Incentive Compensation — Restricted Share Awards and Options to Purchase Shares | Stakeholder Incentives Competitive Compensation Retention Incentives Performance Incentives |
Alexandria Real Estate Equities, Inc. | Franklin Street Properties Corp. | |
AMB Property Corporation | Highwoods Properties, Inc. | |
BioMed Realty Trust, Inc. | HRPT Properties Trust | |
Boston Properties, Inc. | Kilroy Realty Corporation | |
Brandywine Realty Trust | Mack-Cali Realty Corporation | |
Corporate Office Properties Trust | Maguire Properties, Inc. | |
Cousins Properties Incorporated | Parkway Properties, Inc. | |
Crescent Real Estate Equities Company | ProLogis | |
Duke Realty Corporation | PS Business Parks, Inc. | |
Eastgroup Properties, Inc. | SL Green Realty Corp. | |
First Industrial Realty Trust, Inc. | Washington Real Estate Investment Trust |
• | In general, salaries for the named executive officers were significantly below market. | |
• | In general, total cash compensation and total direct compensation were significantly below market. |
10
Name | Salary* | |||
William P. Hankowsky | $ | 500,000 | ||
Robert E. Fenza | $ | 355,000 | ||
George J. Alburger, Jr. | $ | 350,000 | ||
James J. Bowes | $ | 305,000 | ||
Michael T. Hagan | $ | 275,000 |
* | Salary increases were approved on March 15, 2006, to be effective January 1, 2006. |
FFO Growth Performance | Bonus Payout Multiplier | |
25th Percentile of Peer Group Median of Peer Group 75th Percentile of Peer Group | 50% of Bonus Target 100% of Bonus Target 150% of Bonus Target |
11
Amount | ||||
William P. Hankowsky | $ | 245,700 | ||
Robert E. Fenza | $ | 141,219 | ||
George J. Alburger, Jr. | $ | 139,230 | ||
James J. Bowes | $ | 121,329 | ||
Michael T. Hagan | $ | 109,395 |
12
TSR Performance | LTI Award | |
25th Percentile of Peer Group Median of Peer Group 75th Percentile of Peer Group | 50% of LTI Target 100% of LTI Target 150% of LTI Target |
Shares | Option | |||||||||||||||
Number | Value(a) | Number | Value(b) | |||||||||||||
William P. Hankowsky | 8,645 | $ | 430,000 | 18,926 | $ | 107,500 | ||||||||||
Robert E. Fenza | 3,711 | $ | 184,600 | 8,125 | $ | 46,150 | ||||||||||
George J. Alburger, Jr. | 3,659 | $ | 182,000 | 8,011 | $ | 45,500 | ||||||||||
James J. Bowes | 3,189 | $ | 158,600 | 6,981 | $ | 39,650 | ||||||||||
Michael T. Hagan | 2,875 | $ | 143,000 | 6,294 | $ | 35,750 |
(a) | Value based on the closing price of the common shares on the New York Stock Exchange on March 19, 2007 of $49.74. | |
(b) | Value based on a per option value of $5.68 arrived at a through a Black-Scholes analysis. See below for a description of the assumptions used in this analysis. |
• | 5 year expected life | |
• | 0.183 expected volatility |
13
• | 4.47% risk free interest rate | |
• | 5.16% dividend yield |
• | 2006 annual salary; | |
• | 2006 annual bonus award (bonus paid in cash in 2007 in consideration of 2006 performance); | |
• | Fair value of restricted shares and share options awarded in March 2007 in consideration of 2006 performance; and | |
• | Other compensation paid in 2006. |
Shares | Options | All Other | ||||||||||||||||||||||||||||||
Salary | Annual Bonus(a) | Number | Value (b) | Number | Value (c) | Compensation(d) | Total | |||||||||||||||||||||||||
William P. Hankowsky | $ | 500,000 | $ | 245,700 | 8,645 | $ | 430,000 | 18,926 | $ | 107,500 | $ | 18,682 | $ | 1,301,882 | ||||||||||||||||||
Robert E. Fenza | $ | 355,000 | $ | 141,219 | 3,711 | $ | 184,600 | 8,125 | $ | 46,150 | $ | 2,000 | $ | 728,969 | ||||||||||||||||||
George J. Alburger, Jr. | $ | 350,000 | $ | 139,230 | 3,659 | $ | 182,000 | 8,011 | $ | 45,500 | $ | 2,000 | $ | 718,730 | ||||||||||||||||||
James J. Bowes | $ | 305,000 | $ | 121,329 | 3,189 | $ | 158,600 | 6,981 | $ | 39,650 | $ | 2,000 | $ | 626,579 | ||||||||||||||||||
Michael T. Hagan | $ | 275,000 | $ | 109,395 | 2,875 | $ | 143,000 | 6,294 | $ | 35,750 | $ | 1,936 | $ | 565,081 |
(a) | Consistent with a policy adopted by the Compensation Committee for all employees, our named executive officers have the option of taking common shares in lieu of a cash bonus awarded to them at the rate of shares equal to 120% of the cash value of the bonus or the portion thereof for which common shares are substituted, less applicable withholding tax. Messrs. Hankowsky, Alburger and Hagan exercised this option as to their entire annual bonuses and were awarded 3,920, 2,029 and 1,858 common shares, respectively. Mr. Fenza exercised this option as to $70,609 (one-half his annual bonus) and was awarded 1,029 common shares. | |
(b) | Value based on the closing price of the common shares on the New York Stock Exchange on March 19, 2007 of $49.74. | |
(c) | Value based on a per option value of $5.68 arrived at a through a Black-Scholes analysis. See Compensation Discussion and Analysis for a description of the assumptions used in this analysis. | |
(d) | Includes (i) amounts paid by the Company to purchase term life insurance policies for the Messrs. Hankowsky, Fenza, Alburger, Bowes and Hagan as follows: $1,500, $1,500, $1,500, $1,500 and $1,436, respectively; (ii) $16,682 in payments made to provide a car service to Mr. Hankowsky from time to time and (iii) $500 paid to each named executive officer as a holiday bonus; this amount is paid to each employee of the Company. |
14
• | Share-based awards are to be approved annually by the Compensation Committee at a meeting set once the data required by the compensation formula is available, which generally occurs in mid-March. | |
• | The annual share-based awards will not be made when the Compensation Committee is aware that executive officers or non-employee trustees are in possession of material, non-public information. | |
• | While share-based awards other than annual awards may be granted, such awards will not be made to executive officers if the Compensation Committee is aware that they are in possession of material, non-public information. | |
• | The Compensation Committee has established that options are granted only on the date the Compensation Committee approves the grant and with an exercise price equal to the fair market value on the date of grant. | |
• | Backdating of options is prohibited. |
15
• | Company common shares acquired by a covered officer, including unvested restricted share awards; | |
• | Units of limited partnership interest in Liberty Property Limited Partnership; and | |
• | Company common shares owned directly by a covered officer’s spouse or minor children who reside with the covered officer, or held in a trust established for estate and/or tax planning purposes that is revocable by the covered officer and/or his or her spouse. |
16
Non-Equity | All | |||||||||||||||||||||||||||
Share | Option | Incentive Plan | Other | |||||||||||||||||||||||||
Name and Principal Position | Salary | Bonus | Awards(1) | Awards(2) | Compensation(3) | Compensation(4) | Total | |||||||||||||||||||||
William P. Hankowsky | $ | 500,000 | $ | 500 | $ | 848,170 | $ | 117,162 | $ | — | $ | 171,675 | $ | 1,637,507 | ||||||||||||||
President and Chief Executive Officer | ||||||||||||||||||||||||||||
Robert E. Fenza | $ | 355,000 | $ | 500 | $ | 320,631 | $ | 55,533 | $ | 70,610 | $ | 40,760 | $ | 843,034 | ||||||||||||||
Executive Vice President and Chief Operating Officer | ||||||||||||||||||||||||||||
George J. Alburger, Jr. | $ | 350,000 | $ | 500 | $ | 572,928 | $ | 56,337 | $ | — | $ | 94,706 | $ | 1,074,471 | ||||||||||||||
Executive Vice President and Chief Financial Officer | ||||||||||||||||||||||||||||
James J. Bowes | $ | 305,000 | $ | 500 | $ | 173,142 | $ | 45,181 | $ | 121,329 | $ | 30,929 | $ | 676,081 | ||||||||||||||
General Counsel | ||||||||||||||||||||||||||||
Michael T. Hagan | $ | 275,000 | $ | 500 | $ | 194,851 | $ | 21,881 | $ | — | $ | 14,914 | $ | 507,146 | ||||||||||||||
Chief Investment Officer |
(1) | This column indicates the dollar amount recognized as compensation expense by the Trust for financial statement reporting purposes during 2006 under SFAS 123(R) with respect to restricted shares granted to the named executive officer. Accordingly, it includes amounts from awards made during and prior to 2006. These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual amounts received by the named executive officers as 2006 compensation. | |
A portion of the amounts shown in this column reflects the election by Messrs. Hankowsky, Fenza, Alburger, and Hagan, consistent with a policy adopted by the Trust’s Compensation Committee with respect to employee annual performance non-equity incentive compensation, which we sometimes refer to as annual bonus, to receive common shares in lieu of cash for all or part of their annual bonus compensation for 2006. By making such election, these individuals received shares equal to 120% of the cash value of such bonus or portion thereof, less applicable withholding tax (the “Bonus Value”). Each executive received the number of common shares able to be purchased with the dollar amount of the Bonus Value based on the closing price per share of the common shares on March 19, 2007 ($49.74). The dollar amounts of Bonus Value recognized in accordance with SFAS 123(R) during 2006 are reflected under the Share Awards column. Pursuant to these elections, Messrs. Hankowsky, Fenza, Alburger and Hagan were awarded 3,920, 1,029, 2,029 and 1,858 common shares, respectively. Dividends will be paid on the common shares issued pursuant to such awards, and the contractual restrictions on sale related to such awards will expire on March 19, 2008. | ||
(2) | This column indicates the dollar amount recognized as compensation expense by the Trust for financial statement reporting purposes during 2006 under SFAS 123(R) with respect to options to purchase common shares granted to the named executive officer. Accordingly, it includes amounts from grants made during and |
17
prior to 2006. These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual amounts received by the named executive officers as 2006 compensation. For information regarding the assumptions made in the valuations of these amounts, see Footnote 10 to the Trust’s financial statements for the year ended December 31, 2006 included in the Company’s Annual Report onForm 10-K for such year. | ||
(3) | This column shows amounts of annual performance non-equity incentive compensation for 2006 taken by the named executive officers in cash. | |
(4) | Consists of amounts paid by the Company to purchase term life insurance policies for the Messrs. Hankowsky, Fenza, Alburger, Bowes and Hagan as follows: $1,500, $1,500, $1,500, $1,500 and $1,436. Includes dividends paid on unrestricted shares to Messrs. Hankowsky, Fenza, Alburger, Bowes and Hagan as follows: $74,419, $39,260, $37,169, $29,429 and $13,478. Includes unvested reinvested dividends paid on unvested restricted shares to Messrs. Hankowsky and Alburger as follows: $79,074 and $56,037. Includes $16,682 in payments made to provide a car service to Mr. Hankowsky from time to time. |
Grant Date | ||||||||||||||||||||||||||||||||||||
Exercise | Fair | |||||||||||||||||||||||||||||||||||
or Base | Value of | |||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under | Estimated Future Payouts Under | Price of | Share and | |||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards(1) | Equity Incentive Plan Awards | Option | Option | |||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Awards | Awards | |||||||||||||||||||||||||||
William P. Hankowsky | 3/15/2006 | (2)(3) | — | — | — | — | 17,761 | 26,642 | — | $ | 860,000 | |||||||||||||||||||||||||
3/15/2006 | (2)(4) | — | — | — | — | 37,852 | 56,778 | $ | 48.42 | $ | 215,000 | |||||||||||||||||||||||||
N/A | — | $ | 525,000 | $ | 787,500 | — | — | — | — | N/A | ||||||||||||||||||||||||||
Robert E. Fenza | 3/15/2006 | (2)(3) | — | — | — | — | 7,625 | 11,437 | — | $ | 369,200 | |||||||||||||||||||||||||
3/15/2006 | (2)(4) | — | — | — | — | 16,250 | 24,375 | $ | 48.42 | $ | 92,300 | |||||||||||||||||||||||||
N/A | — | $ | 301,750 | $ | 452,625 | — | — | — | — | N/A | ||||||||||||||||||||||||||
George J. Alburger, Jr. | 3/15/2006 | (2)(3) | — | — | — | — | 7,518 | 11,276 | — | $ | 364,000 | |||||||||||||||||||||||||
3/15/2006 | (2)(4) | — | — | — | — | 16,021 | 24,032 | $ | 48.42 | $ | 91,000 | |||||||||||||||||||||||||
N/A | — | $ | 297,500 | $ | 446,250 | — | — | — | — | N/A | ||||||||||||||||||||||||||
James J. Bowes | 3/15/2006 | (2)(3) | — | — | — | — | 6,551 | 9,827 | — | $ | 317,200 | |||||||||||||||||||||||||
3/15/2006 | (2)(4) | — | — | — | — | 13,961 | 20,942 | $ | 48.42 | $ | 79,300 | |||||||||||||||||||||||||
N/A | — | $ | 259,250 | $ | 388,875 | — | — | — | — | N/A | ||||||||||||||||||||||||||
Michael T. Hagan | 3/15/2006 | (2)(3) | — | — | — | — | 5,907 | 8,860 | — | $ | 286,000 | |||||||||||||||||||||||||
3/15/2006 | (2)(4) | — | — | — | — | 12,588 | 18,882 | $ | 48.42 | $ | 71,500 | |||||||||||||||||||||||||
N/A | — | $ | 233,750 | $ | 350,625 | — | — | — | — | N/A |
(1) | This award relates to the annual bonus that was available to be earned by the named executive officer for 2006. The actual amounts earned for 2006 pursuant to the annual bonus are set forth in the Summary Compensation Table under “Bonus” (or, where the Named Executive chose to take all or a portion of his annual bonus in the form of restricted shares, under “Share Awards”). Each named executive officer’s annual bonus is a function of salary, with each named executive officer able to earn a specified percentage of his salary (105% for chief executive officer and 85% for chief operating officer, chief financial officer, chief investment officer and chief legal officer). The base amount of the bonus is then subject to a multiplier, based on the Trust’s achievement with respect to the growth of its funds from operations, in accordance with the schedule set forth below: |
FFO Growth Performance | Bonus Payout Multiplier | |
25th Percentile of Peer Group Median of Peer Group 75th Percentile of Peer Group | 50% of Bonus Target 100% of Bonus Target 150% of Bonus Target |
For amounts paid for 2006 the Compensation Committee adjusted the bonus formula by increasing the bonus payout percentage from 35.4% to 46.8% | ||
(2) | These awards relate to the Long-Term Incentive (“LTI”) payment that was available to be earned by the named executive officer for 2006. The actual amounts earned as LTI for 2006 and granted to the named executive |
18
officers on March 19, 2007 pursuant to the long term incentive program, in terms of number of shares and options and the fair value thereof, are as follows: |
Shares | Option | |||||||||||||||
Number | Value(a) | Number | Value(b) | |||||||||||||
William P. Hankowsky | 8,645 | $ | 430,000 | 18,926 | $ | 107,500 | ||||||||||
Robert E. Fenza | 3,711 | $ | 184,600 | 8,125 | $ | 46,150 | ||||||||||
George J. Alburger, Jr. | 3,659 | $ | 182,000 | 8,011 | $ | 45,500 | ||||||||||
James J. Bowes | 3,189 | $ | 158,600 | 6,981 | $ | 39,650 | ||||||||||
Michael T. Hagan | 2,875 | $ | 143,000 | 6,294 | $ | 35,750 |
(a) | Value based on the closing price of the common shares on the New York Stock Exchange on March 19, 2007 of $49.74. |
(b) | Value based on a per option value of $5.68 arrived at a through a Black-Scholes analysis. See Compensation Discussion and Analysis for a description of the assumptions used in this analysis. |
(3) | Award consists of restricted shares. | |
(4) | Award consists of options to purchase shares. |
Share Awards | ||||||||||||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||||||||||||
Incentive | ||||||||||||||||||||||||||||||||||||
Equity | Plan | |||||||||||||||||||||||||||||||||||
Option Awards | Incentive | Awards: | ||||||||||||||||||||||||||||||||||
Equity | Plan | Market or | ||||||||||||||||||||||||||||||||||
Incentive | Awards: | Payout | ||||||||||||||||||||||||||||||||||
Plan | Market | Number of | Value of | |||||||||||||||||||||||||||||||||
Awards: | Value of | Unearned | Unearned | |||||||||||||||||||||||||||||||||
Number of | Number of | Shares or | Shares, | Shares, | ||||||||||||||||||||||||||||||||
Securities | Shares or | Units of | Units or | Units or | ||||||||||||||||||||||||||||||||
Underlying | Units of | Shares | Other | Other | ||||||||||||||||||||||||||||||||
Number of | Unexercised | Option | Option | Shares That | That | Rights That | Rights That | |||||||||||||||||||||||||||||
Securities Underlying Unexercised Options | Unearned | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not | |||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Options(1) | Price | Date | Vested | Vested(2) | Vested(3) | Vested(2) | |||||||||||||||||||||||||||
William P. Hankowsky | 50,000 | — | — | $ | 27.875 | 1/2/2011 | — | — | — | — | ||||||||||||||||||||||||||
100,362 | — | — | $ | 30.10 | 2/28/2012 | — | — | — | — | |||||||||||||||||||||||||||
34,909 | — | — | $ | 31.22 | 2/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
24,586 | 24,586 | (4) | — | $ | 43.45 | 3/16/2014 | — | — | — | — | ||||||||||||||||||||||||||
6,110 | 24,440 | (5) | — | $ | 40.35 | 3/16/2015 | — | — | — | — | ||||||||||||||||||||||||||
— | 14,982 | (6) | — | $ | 48.54 | 3/16/2016 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 70,327 | (7) | $ | 3,455,869 | — | — | ||||||||||||||||||||||||||
— | — | 37,852 | (8) | $ | 49.74 | 3/19/2017 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 17,501 | (9) | $ | 860,000 | ||||||||||||||||||||||||||
Robert E. Fenza | 23,063 | — | — | $ | 25.44 | 3/13/2008 | — | — | — | — | ||||||||||||||||||||||||||
87,388 | — | — | $ | 26.77 | 3/16/2011 | — | — | — | — | |||||||||||||||||||||||||||
107,649 | — | — | $ | 30.10 | 2/28/2012 | — | — | — | — | |||||||||||||||||||||||||||
27,768 | — | — | $ | 31.22 | 2/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
11,801 | 11,802 | (4) | — | $ | 43.45 | 3/16/2014 | — | — | — | — | ||||||||||||||||||||||||||
2,580 | 10,319 | (5) | — | $ | 40.35 | 3/16/2015 | — | — | — | — | ||||||||||||||||||||||||||
— | 6,423 | (6) | — | $ | 48.54 | 3/16/2016 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 16,739 | (10) | $ | 822,554 | — | — | ||||||||||||||||||||||||||
— | — | 16,250 | (8) | $ | 49.74 | 3/19/2017 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 7,513 | (9) | $ | 369,200 |
19
Share Awards | ||||||||||||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||||||||||||
Incentive | ||||||||||||||||||||||||||||||||||||
Equity | Plan | |||||||||||||||||||||||||||||||||||
Option Awards | Incentive | Awards: | ||||||||||||||||||||||||||||||||||
Equity | Plan | Market or | ||||||||||||||||||||||||||||||||||
Incentive | Awards: | Payout | ||||||||||||||||||||||||||||||||||
Plan | Market | Number of | Value of | |||||||||||||||||||||||||||||||||
Awards: | Value of | Unearned | Unearned | |||||||||||||||||||||||||||||||||
Number of | Number of | Shares or | Shares, | Shares, | ||||||||||||||||||||||||||||||||
Securities | Shares or | Units of | Units or | Units or | ||||||||||||||||||||||||||||||||
Underlying | Units of | Shares | Other | Other | ||||||||||||||||||||||||||||||||
Number of | Unexercised | Option | Option | Shares That | That | Rights That | Rights That | |||||||||||||||||||||||||||||
Securities Underlying Unexercised Options | Unearned | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not | |||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Options(1) | Price | Date | Vested | Vested(2) | Vested(3) | Vested(2) | |||||||||||||||||||||||||||
George J. Alburger, Jr. | 42,806 | — | — | $ | 25.44 | 3/13/2008 | — | — | — | — | ||||||||||||||||||||||||||
96,000 | — | — | $ | 21.875 | 2/26/2009 | — | — | |||||||||||||||||||||||||||||
128,040 | — | — | $ | 22.6875 | 2/29/2010 | — | — | — | — | |||||||||||||||||||||||||||
51,674 | — | — | $ | 26.77 | 3/16/2011 | — | — | — | — | |||||||||||||||||||||||||||
100,362 | — | — | $ | 30.10 | 2/28/2012 | — | — | — | — | |||||||||||||||||||||||||||
25,649 | — | — | $ | 31.22 | 2/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
11,041 | 11,042 | (4) | — | $ | 43.45 | 3/16/2014 | — | — | — | — | ||||||||||||||||||||||||||
2,518 | 10,072 | (5) | — | $ | 40.35 | 3/16/2015 | — | — | — | — | ||||||||||||||||||||||||||
— | 6,269 | (6) | — | $ | 48.54 | 3/16/2016 | — | — | ||||||||||||||||||||||||||||
— | — | — | — | — | 43,089 | (11) | $ | 2,117,393 | — | — | ||||||||||||||||||||||||||
— | — | 16,021 | (8) | $ | 49.74 | 3/19/2017 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 7,407 | (9) | $ | 364,000 | ||||||||||||||||||||||||||
James J. Bowes | 37,500 | — | — | $ | 25.44 | 3/13/2008 | — | — | — | — | ||||||||||||||||||||||||||
2,000 | — | — | $ | 21.875 | 2/26/2009 | — | — | — | — | |||||||||||||||||||||||||||
90,695 | — | — | $ | 22.6875 | 2/29/2010 | — | — | — | — | |||||||||||||||||||||||||||
19,085 | — | — | $ | 26.77 | 3/16/2011 | — | — | — | — | |||||||||||||||||||||||||||
83,333 | — | — | $ | 30.10 | 2/28/2012 | — | — | — | — | |||||||||||||||||||||||||||
16,119 | — | — | $ | 31.22 | 2/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
9,685 | 9,686 | (4) | — | $ | 43.45 | 3/16/2014 | — | — | — | — | ||||||||||||||||||||||||||
2,208 | 8,836 | (5) | — | $ | 40.35 | 3/16/2015 | — | — | — | — | ||||||||||||||||||||||||||
— | 5,499 | (6) | — | $ | 48.54 | 3/16/2016 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 12,712 | (12) | $ | 624,668 | — | — | ||||||||||||||||||||||||||
— | — | 13,961 | (8) | $ | 49.74 | 3/19/2017 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 6,455 | (9) | $ | 317,200 | ||||||||||||||||||||||||||
Michael T. Hagan | 4,470 | 4,470 | (4) | — | $ | 43.45 | 3/16/2014 | — | — | — | — | |||||||||||||||||||||||||
1,014 | 4,057 | (5) | — | $ | 40.35 | 3/16/2015 | — | — | — | — | ||||||||||||||||||||||||||
— | 3,917 | (6) | — | $ | 48.54 | 3/16/2016 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 7,674 | (13) | $ | 377,100 | — | — | ||||||||||||||||||||||||||
— | — | 12,588 | (8) | $ | 49.74 | 3/19/2017 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 5,820 | (9) | $ | 286,000 |
(1) | Reflects the target number of options to be awarded with respect to performance in 2006, which options will become exercisable 20% after the first year, 50% after two years, and 100% after three years. | |
(2) | Value is calculated by multiplying the number of shares subject to vesting by $49.14, the closing price of the common shares on the New York Stock Exchange on December 29, 2006, the last trading day of the year ended December 31, 2006. | |
(3) | Reflects the target number of restricted shares to be awarded with respect to performance in 2006, which shares vest in 20% installments on each of the first five anniversaries of the date of grant. | |
(4) | Represents options granted on March 16, 2004 with respect to the fiscal year ended December 31, 2003. Such options became exercisable up to 20% after the first year and 50% after two years, and will become exercisable 100% after three years. | |
(5) | Represents options granted on March 16, 2005 with respect to the fiscal year ended December 31, 2004. Such options became exercisable up to 20% after the first year, and will become exercisable 50% after two years and 100% after three years. | |
(6) | Represents options granted on March 16, 2006 with respect to the fiscal year ended December 31, 2005. Such options will become exercisable up to 20% after the first year, 50% after two years and 100% after three years. |
20
(7) | These shares will vest as follows: |
• | 4,366 shares on February 28, 2007 (consisting of 20% portions of annual grants of 6,135 and 15,695 shares made, respectively, on February 28, 2002 and 2003); | |
• | 3,139 shares on February 28, 2008 (a 20% portion of the annual grant of 15,695 shares made on February 28, 2003); | |
• | 11,946 shares on March 16, 2007 (consisting of 5,712 shares granted on March 16, 2006 pursuant to the Trust’s bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus, and 6,234 shares (consisting of 20% portions of annual grants of 13,671, 11,145 and 6,358 shares made, respectively, on March 16, 2004, 2005 and 2006)); | |
• | 6,234 shares on March 16, 2008 and 6,235 on March 16, 2009 (consisting of 20% portions of annual grants of 13,671, 11,145 and 6,358 shares made, respectively, on March 16, 2004, 2005 and 2006); | |
• | 3,500 shares on March 16, 2010 (consisting of 20% portions of annual grants of 11,145 and 6,358 shares made, respectively, on March 16, 2005 and 2006); and | |
• | 1,274 shares on March 16, 2011 (a 20% portion of the annual grant of 6,358 shares made on March 16, 2006). |
(8) | Represents the target number of options available to be earned by the named executive officer for 2006 as LTI compensation as established by the Board of Trustees on March 15, 2006. The actual grants were made on March 19, 2007, and consisted of grants of the following numbers of options, respectively, to Messrs. Hankowsky, Fenza, Alburger, Bowes and Hagan: 18,926, 8,125, 8,011, 6,981 and 6,294. See the Grants of Plan-Based Awards table and Compensation Discussion and Analysis for further discussion. The exercise price shown in this table is the closing price of the common shares on the New York Stock Exchange on March 19, 2007. The closing price of the common shares on the New York Stock Exchange on December 29, 2006 was $49.14. |
(9) | Represents the target number of restricted shares available to be earned by the named executive officer for 2006 as LTI compensation as established by the Board of Trustees on March 15, 2006. The actual grants were made on March 19, 2007, and consisted of grants of the following numbers of restricted shares, respectively, to Messrs. Hankowsky, Fenza, Alburger, Bowes and Hagan: 8,645, 3,711, 3,659, 3,189 and 2,875. See the Grants of Plan-Based Awards table and Compensation Discussion and Analysis for further discussion. | |
(10) | These shares will vest as follows: |
• | 3,814 shares on February 28, 2007 (consisting of 20% portions of annual grants of 6,581 and 12,484 shares made, respectively, on February 28, 2002 and 2003); | |
• | 2,496 shares on February 28, 2008 (a 20% portion of the annual grant of 12,484 shares made on February 28, 2003); | |
• | 2,798 shares on each of March 16, 2007 and 2008 and 2,800 shares on March 16, 2009 (consisting of 20% portions of annual grants of 6,562, 4,706 and 2,726 shares made, respectively, on March 16, 2004, 2005 and 2006); | |
• | 1,487 shares on March 16, 2010 (consisting of 20% portions of annual grants of 4,706 and 2,726 shares made, respectively, on March 16, 2005 and 2006); and |
21
• | 546 shares on March 16, 2011 (a 20% portion of the annual grant of 2,726 shares made on March 16, 2006). |
(11) | These shares will vest as follows: |
• | 3,533 shares on February 28, 2007 (consisting of 20% portions of annual grants of 6,135 and 11,531 shares made, respectively, on February 28, 2002 and 2003); | |
• | 2,307 shares on February 28, 2008 (a 20% portion of the annual grant of 11,531 shares made on February 28, 2003); | |
• | 6,074 shares on March 16, 2007 (consisting of 3,396 shares granted on March 16, 2006 pursuant to the Trust’s bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus, and 2,678 shares (consisting of 20% portions of annual grants of 6,139, 4,593 and 2,661 shares made, respectively, on March 16, 2004, 2005 and 2006)); | |
• | 2,678 shares on March 16, 2008 and 2,677 shares on March 16, 2009 (consisting of 20% portions of annual grants of 6,139, 4,593 and 2,661 shares made, respectively, on March 16, 2004, 2005 and 2006); | |
• | 1,453 shares on March 16, 2010 (consisting of 20% portions of annual grants of 4,593 and 2,661 shares made, respectively, on March 16, 2005 and 2006); | |
• | 533 shares on March 16, 2011 (a 20% portion of the annual grant of 2,661 shares made on March 16, 2006). |
(12) | These shares will vest as follows: |
• | 2,471 shares on February 28, 2007 (consisting of 20% portions of annual grants of 5,094 and 7,247 shares made, respectively, on February 28, 2002 and 2003); | |
• | 1,451 shares on February 28, 2008 (a 20% portion of the annual grant of 7,247 shares made on February 28, 2003); | |
• | 2,348 shares on each of March 16, 2007 and 2008 and 2,349 shares on March 16, 2009 (consisting of 20% portions of annual grants of 5,386, 4,029 and 2,334 shares made, respectively, on March 16, 2004, 2005 and 2006); | |
• | 1,275 shares on March 16, 2010 (consisting of 20% portions of annual grants of 4,029 and 2,334 shares made, respectively, on March 16, 2005 and 2006); and | |
• | 470 shares on March 16, 2011 (a 20% portion of the annual grant of 2,334 shares made on March 16, 2006). |
(13) | These shares will vest as follows: |
• | 457 shares on February 28, 2007 and 461 shares on February 28, 2008 (consisting of 20% portions of the annual grant of 2,289 shares made on February 28, 2003); | |
• | 3,321 shares on March 16, 2007 (consisting of 2,122 shares granted on March 16, 2006 pursuant to the Trust’s bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus, and 1,199 shares (consisting of 20% portions of annual grants of 2,486, 1,850 and 1,662 shares made, respectively, on March 16, 2004, 2005 and 2006)); | |
• | 1,199 shares on March 16, 2008 and 1,200 shares on March 16, 2009 (consisting of 20% portions of annual grants of 2,486, 1,850 and 1,662 shares made, respectively, on March 16, 2004, 2005 and 2006); |
22
• | 702 shares on March 16, 2010 (consisting of 20% portions of annual grants of 1,850 and 1,662 shares made, respectively, on March 16, 2005 and 2006); | |
• | 334 shares on March 16, 2011 (a 20% portion of the annual grant of 1,662 shares made on March 16, 2006). |
Option Awards | Share Awards | |||||||||||||||
Number of | Number of | |||||||||||||||
Shares | Shares | |||||||||||||||
Acquired on | Value Realized | Acquired on | Value Realized | |||||||||||||
Name | Exercise | on Exercise | Vesting | on Vesting | ||||||||||||
William P. Hankowsky | — | — | 13,462 | $ | 637,029 | |||||||||||
Robert E. Fenza | 76,383 | $ | 1,426,249 | 9,423 | $ | 443,055 | ||||||||||
George J. Alburger, Jr. | 34,746 | $ | 634,938 | 8,956 | $ | 421,440 | ||||||||||
James J. Bowes | — | — | 4,349 | $ | 201,825 | |||||||||||
Michael T. Hagan | 79,905 | $ | 1,404,073 | 3,446 | $ | 165,551 |
Number of | ||||||||||||
Securities Remaining | ||||||||||||
Available for | ||||||||||||
Future Issuance | ||||||||||||
Number of | Under Equity | |||||||||||
Securities to | Compensation Plans | |||||||||||
be Issued | Weighted-Average Exercise | (Excluding Securities | ||||||||||
Upon Exercise | Price of | Reflected in | ||||||||||
of Outstanding | Outstanding Options, | Column 1 | ||||||||||
Options,Warrants | Warrants and | of this | ||||||||||
Plan Category | and Rights(1) | Rights | table)(1) | |||||||||
Equity Compensation Plans Approved by Security Holders | 2,556,663 | $ | 31.83 | 3,063,169 | ||||||||
Equity Compensation Plans Not Approved by Security Holders | — | — | — | |||||||||
Total | 2,556,663 | $ | 31.83 | 3,063,169 | ||||||||
(1) | Does not reflect restricted shares and options awarded in 2006 with respect to the fiscal year ended December 31, 2006. Taking into account restricted shares and options awarded in 2007 with respect to the fiscal year ended December 31, 2006 on March 19, 2007 the numbers listed above would be as follows: 2,722,507 (number of shares to be issued); $32.92 (weighted-average price); and 2,816,329 (number of securities remaining available). |
23
• | non-equity incentive compensation earned during the fiscal year; | |
• | unused vacation pay |
Minimum Years | ||||||
Age | of Service to Trust | Amount to Vest | ||||
55-56 | 10 | Options and restricted shares that would have vested in accordance with their terms during the12 month period after the named executive officer’s retirement shall vest as of the date of retirement | ||||
57-58 | 8 | Options and restricted shares that would have vested in accordance with their terms during the24 month period after the named executive officer’s retirement shall vest as of the date of retirement | ||||
59-60 | 6 | Options and restricted shares that would have vested in accordance with their terms during the36 month period after the named executive officer’s retirement shall vest as of the date of retirement | ||||
61-62 | 4 | Options and restricted shares that would have vested in accordance with their terms during the48 month period after the named executive officer’s retirement shall vest as of the date of retirement | ||||
63-64 | 2 | Options and restricted shares that would have vested in accordance with their terms during the60 month period after the named executive officer’s retirement shall vest as of the date of retirement | ||||
65 or more | — | All options and restricted shares not vested at the date of retirement shall vest as of the date of retirement |
24
Years | ||||||||
Name | Age | of Service | ||||||
William P. Hankowsky | 55 | 6 | ||||||
Robert E. Fenza | 49 | 22+ | ||||||
George J. Alburger, Jr. | 59 | 11+ | ||||||
James J. Bowes | 53 | 10+ | ||||||
Michael T. Hagan | 49 | 17+ |
• | the named executive officer will receive: |
• | a lump sum severance payment of 2.99 times the sum of the executive’s current annual base salary plus the largest annual performance bonus paid to him over the previous five years; | |
• | a lump sum amount representing a pro rata portion, through the date of termination, of unpaid performance bonus for the year in which the termination occurs, assuming achievement of the target level of the performance goals; | |
• | a lump sum amount equal to the Trust’s maximum contribution under the 401(k) plan for a period of three years, including the year in which termination occurs; | |
• | an amount equal to the excise tax charged to the named executive officer as a result of the receipt of anychange-of-control payments; and |
• | continuation of employee group benefits coverage for a period of three years after the date of termination. | |
• | all options and restricted shares held by the executive, as well as contributions previously made by the Trust to the individual’s account under the 401(k) plan, will automatically vest |
25
Termination | Termination Within | |||||||||||||||
by Trust Not | Death or | Two Years Following | ||||||||||||||
For Cause | Retirement | Disability | a Change of Control | |||||||||||||
Cash Severance | $ | 404,777 | — | $ | 404,777 | $ | 2,802,706 | |||||||||
Value of Accelerated Share-Based Awards | — | — | 3,819,560 | 3,819,560 | ||||||||||||
Excise TaxGross-Up | — | — | — | 2,022,596 | ||||||||||||
Total | $ | 404,777 | — | $ | 4,224,337 | $ | 8,644,862 | |||||||||
Termination | Termination Within | |||||||||||||||
by Trust Not | Death or | Two Years Following | ||||||||||||||
For Cause | Retirement | Disability | a Change of Control | |||||||||||||
Cash Severance | $ | 477,123 | — | $ | 477,123 | $ | 1,712,024 | |||||||||
Value of Accelerated Share-Based Awards | — | — | 984,206 | 984,206 | ||||||||||||
Excise TaxGross-Up | — | — | — | — | ||||||||||||
Total | $ | 477,123 | — | $ | 1,461,329 | $ | 2,696,230 | |||||||||
Termination | Termination Within | |||||||||||||||
by Trust Not | Death or | Two Years Following | ||||||||||||||
For Cause | Retirement | Disability | a Change of Control | |||||||||||||
Cash Severance | $ | 384,942 | — | $ | 384,942 | $ | 1,799,440 | |||||||||
Value of Accelerated Share-Based Awards | — | $ | 2,174,924 | 2,272,475 | 2,272,475 | |||||||||||
Excise TaxGross-Up | — | — | — | — | ||||||||||||
Total | $ | 384,942 | $ | 2,174,924 | $ | 2,657,417 | $ | 4,071,915 | ||||||||
Termination | Termination Within | |||||||||||||||
by Trust Not | Death or | Two Years Following | ||||||||||||||
For Cause | Retirement | Disability | a Change of Control | |||||||||||||
Cash Severance | $ | 269,348 | — | $ | 269,348 | $ | 1,476,541 | |||||||||
Value of Accelerated Share-Based Awards | — | — | 760,464 | 760,464 | ||||||||||||
Excise TaxGross-Up | — | — | — | — | ||||||||||||
Total | $ | 269,348 | — | $ | 1,029,812 | $ | 2,237,005 | |||||||||
26
Termination | Termination Within | |||||||||||||||
by Trust Not | Death or | Two Years Following | ||||||||||||||
For Cause | Retirement | Disability | a Change of Control | |||||||||||||
Cash Severance | $ | 316,970 | — | $ | 316,970 | $ | 1,312,282 | |||||||||
Value of Accelerated Share-Based Awards | — | — | 440,407 | 440,407 | ||||||||||||
Excise TaxGross-Up | — | — | — | — | ||||||||||||
Total | $ | 316,970 | — | $ | 757,377 | $ | 1,752,689 | |||||||||
Fees | ||||||||||||||||||||
Earned | ||||||||||||||||||||
or Paid | Share | Option | All Other | |||||||||||||||||
Name | in Cash | Awards(1)(2) | Awards(1)(2) | Compensation | Total | |||||||||||||||
Frederick F. Buchholz | $ | 46,500 | $ | 34,500 | $ | 18,265 | — | $ | 99,265 | |||||||||||
Thomas C. DeLoach, Jr. | $ | 58,000 | $ | 34,500 | $ | 18,265 | — | $ | 110,765 | |||||||||||
Daniel P. Garton | $ | 40,500 | $ | 34,500 | $ | 18,265 | — | $ | 93,265 | |||||||||||
J. Anthony Hayden | $ | 46,000 | $ | 34,500 | $ | 18,265 | — | $ | 98,765 | |||||||||||
M. Leanne Lachman | $ | 48,000 | $ | 34,500 | $ | 18,265 | — | $ | 100,765 | |||||||||||
David L. Lingerfelt | $ | 34,000 | $ | 34,500 | $ | 18,265 | — | $ | 86,765 | |||||||||||
Jose A. Mejia | $ | 46,000 | $ | 34,500 | $ | 7,840 | — | $ | 88,340 | |||||||||||
John A. Miller | $ | 47,500 | $ | 34,500 | $ | 18,265 | — | $ | 100,265 | |||||||||||
Stephen B. Siegel | $ | 42,000 | $ | 34,500 | $ | 18,265 | — | $ | 94,765 |
(1) | The aggregate numbers of shares and shares issuable upon the exercise of options to purchase shares for the trustees outstanding as of December 31, 2006 are as follows: Mr. Buchholz (25,301 shares; options to purchase 40,000 shares); Mr. DeLoach (29,609 shares; options to purchase 17,500 shares); Mr. Garton (2,708 shares; options to purchase 25,000 shares); Mr. Hayden (72,074 shares; options to purchase 50,000 shares); Ms. Lachman (28,319 shares; options to purchase 40,000 shares); Mr. Lingerfelt (8,156 shares; options to purchase 45,000 shares); Mr. Mejia (711 shares; options to purchase 10,000 shares); Mr. Miller (16,254 shares; options to purchase 50,000 shares); and Mr. Siegel (14,119 shares; options to purchase 50,000 shares). | |
(2) | The grant date fair values of the shares awards and option awards made to each of the non-employee trustees in 2006 were $48.54 and $4.93, respectively. |
27
28
29
AMENDED AND RESTATED SHARE INCENTIVE PLAN
30
31
32
33
34
35
36
37
38
39
AND NOMINATING COMMITTEE
40
41
42
43
44
-1-
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
-11-
-12-
-13-
-14-
-15-
-16-
-17-
-18-
-19-
-20-
Malvern, Pennsylvania 19355
SEE REVERSE SIDE |
FOR | WITHHELD | |||||||
o | o | |||||||
FOR ALL NOMINEES, EXCEPT AS NOTED ABOVE. |
2. | Approval of the proposal to ratify the selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for 2007. |
FOR | AGAINST | ABSTAIN | ||||||||||
o | o | o |
3. | Approval of the proposal to amend and restate the Trust’s Amended and Restated Share Incentive Plan, without increasing the number of shares available for grant thereunder, including among other things to add to the types of awards available for grant under the Plan. |
FOR | AGAINST | ABSTAIN | ||||||||||
o | o | o | ||||||||||
MARK HERE FOR ADDRESS o CHANGE AND NOTE AT LEFT |
Signature: | Date: | Signature: | Date: | |||||||||||