EXHIBIT 10.1
AMENDMENT
TO
EASTGROUP PROPERTIES, INC.
2005 DIRECTORS EQUITY INCENTIVE PLAN
WHEREAS, EastGroup Properties, Inc., (the "Company") established the
EastGroup Properties, Inc. 2005 Directors Equity Incentive Plan (the "Plan"),
effective June 1, 2005, and
WHEREAS, Section 9.1 of the Plan provides that the Board of Directors of
the Company may amend the Plan at any time, provided that the approval of
shareholders would be required for an increase in the aggregate number of shares
of the common stock, par value $0.0001 per share, of the Company ("Shares") that
may be awarded under the Plan, and
WHEREAS, the Board of Directors has authorized the amendment of the Plan
set out below,
NOW, THEREFORE, the Plan is amended as follows, effective May 31, 2006:
1. Section 6.2 is amended to read as follows:
6.2 Annual Award Formula. The formula for computing the number of
Shares to be awarded to each eligible Outside Director as of the date
of an annual meeting pursuant to Section 6.1 is:
(a) For annual meetings in 2006 and later years, the number of
Shares shall be equal to $25,000 divided by the Fair Market Value of a
Share on the date of the annual meeting with respect to which the
award is being made. If the annual meeting is recessed to a later
date, the divisor shall be the Fair Market Value of a Share on the
date on which the meeting is ultimately adjourned.
(b) For the annual meeting in 2005, the number of Shares was
equal to $10,000 divided by the Fair Market Value of a Share on the
date of the annual meeting with respect to which the award was made.
2. Subsection (b) of Section 7.2 is amended to read as follows:
(b) The formula for computing the number of Restricted Shares to
be awarded to an eligible Outside Director pursuant to Section 7.2(a)
is:
(1) In the case of an Outside Director first elected after May
31, 2006, the number of Restricted Shares shall be equal to $25,000
divided by the Fair Market Value of a Share on the date of the
specified election.
(2) In the case of an Outside Director first elected before June
1, 2006, the number of Restricted Shares was equal to $20,000 divided
by the Fair Market value of a Share on the date of the specified
election.
3. These amendments shall be incorporated into a document titled:
"EastGroup Properties, Inc. 2005 Directors Equity Incentive Plan as
Amended and Restated Effective May 31, 2006."
IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
amendment to be executed at a meeting held on May 31, 2006.
EASTGROUP PROPERTIES, INC.
By: /s/ BRUCE CORKERN
------------------------
Bruce Corkern
Chief Accounting Officer, Senior Vice
President and Controller