REGENCY REALTY CORPORATION
Criteria for Restricted Stock Awards Under 1993 Long Term Omnibus Plan
1. RESERVATION OF SHARES FOR ISSUANCE:
In order to further align the interests of senior management with the
interests of the Company's shareholders, the Compensation Committee hereby
reserves for issuance pursuant to the Regency Realty Corporation 1993 Long
Term Omnibus Plan (the "Plan") a total of 64,000 shares of Common Stock,
which may be issued in the form of shares of restricted stock ("Restricted
Stock"). The Restricted Stock will be issued pursuant to the form of
Restricted Stock Award Agreement for Key Employees attached as Exhibit A
(the "Award Agreement"), subject to fulfillment of the performance
standards set forth below and to the other terms and conditions set forth
below.
2. PERFORMANCE STANDARDS:
The Restricted Stock will be awarded as promptly as practicable after
fiscal 1996 and/or fiscal 1997 in the proportions set forth below if
Cumulative Total Shareholder Return reaches the levels set forth below as
of the end of the fiscal year in question:
Cumulative
Cumulative Total Percentage of
Fiscal Year Shareholder Return Restricted Stock Awarded
1996 30% 40%
1997 45% 100%
Definitions: "Cumulative Total Shareholder Return" means the sum of (1)
the Percentage Stock Price Change from January 1, 1995 to the end of the
fiscal year in question, plus (2) the Dividend Yield from January 1, 1995
to the end of the fiscal year in question. The "Percentage Stock Price
Change," which shall be expressed to the nearest tenth of a percentage
point, means:
the average closing price of the Common Stock on the New York Stock
Exchange during the fourth quarter of the fiscal year in question
(the "Current Price") minus the average closing price during the
fourth quarter of 1994 (the "Initial Price")
divided by
the Initial Price.
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The "Dividend Yield," which shall be expressed to the nearest tenth of a
percentage point, means:
total cash dividends paid each full fiscal year that has elapsed on
the measurement date in question, beginning with fiscal 1995
divided by
the Initial Price.
Example: For example, if (a) the Initial Price is $16, (b) the Current
Price at the end of fiscal 1996 is $20, and (c) cash dividends of $1.60
and $1.76 are paid in 1995 and 1996, respectively, then :
o the Percentage Stock Price Change would be [$20 - $16
divided by $16 times 100], or 25%;
o the Dividend Yield would be [$1.60 plus $1.76 divided by $16
times 100], or 21%; and
o the Cumulative Total Shareholder Return for the fiscal 1995
and 1996 would be [25% plus 21%], or 46%.
The Cumulative Total Shareholder Return as of the end of fiscal 1996 would
be 46%, in excess of the 30% required for 1996 awards, and accordingly, an
aggregate of 40% of the Restricted Stock, or 25,600 shares, would be
awarded to recipients, subject to the restrictions set forth in the Award
Agreement. If Cumulative Total Shareholder Return reaches 45% or more as
of the end of fiscal 1996, the remaining 60% of the Restricted Stock, or
38,400 shares, would be awarded to recipients, subject to the restrictions
set forth in the Award Agreement. If Cumulative Total Shareholder Return
is less than 30% as of the end of fiscal 1996, but is at least 45% as of
the end of fiscal 1997, 100% of the Restricted Stock would be awarded to
recipients, subject to the restrictions set forth in the Award Agreement.
3. RECIPIENTS OF RESTRICTED STOCK AWARDS
Shares of Restricted Stock awarded hereunder will be divided among the
executive officers listed on Exhibit B, in the amounts set forth thereon,
provided that they are full-time employees of the Company or any Affiliate
(as defined in the Plan) on the date of award. As set forth on Exhibit B,
5,000 shares of Restricted Stock will be available for discretionary
awards to one or more of such participants and/or any other executive
officers that the Committee may subsequently designate. The number of
discretionary shares, if any, allocated to participants other than the
President will be determined by the Committee, based on recommendations
from the President, and the number of
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discretionary shares, if any, awarded to the President will be determined
by the Committee.
4. VESTING; RESTRICTIONS DURING VESTING PERIOD
Restricted Stock awarded hereunder will be subject to vesting requirements
and to transfer restrictions during the vesting period, all as set forth
in the Award Agreement. The holder of unvested shares will have voting and
dividend rights with respect to such shares, as provided in the Award
Agreement. Any shares forfeited because the recipient's employment is
terminated prior to vesting will be restored to the status of authorized
but unissued shares, available for reissuance under the Plan.
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EXHIBIT A
REGENCY REALTY CORPORATION
1993 LONG TERM OMNIBUS PLAN
RESTRICTED STOCK AWARD AGREEMENT FOR KEY EMPLOYEES
THIS AGREEMENT is made and entered into as of the date set forth on the
signature page hereof by and between REGENCY REALTY CORPORATION, a Florida
corporation ("Company"), and the Key Employee of the Company whose signature is
set forth on the signature page hereof (the "Key Employee").
W I T N E S S E T H
WHEREAS, the Company has adopted the Regency Realty Corporation 1993 Long
Term Omnibus Plan ("Plan"), the terms of which, to the extent not stated herein,
are specifically incorporated by reference in this Agreement;
WHEREAS, the purpose of the Plan is to permit Awards under the Plan to be
granted to certain Key Employees of the Company and its Affiliates;
WHEREAS, the Key Employee is now employed or engaged by the Company or an
Affiliate in a key employee capacity and the Company desires him or her to
remain in such capacity, and to secure or increase his or her ownership of
Shares in order to increase his or her incentive and personal interest in the
success and growth of the Company; and
WHEREAS, defined terms used herein and not otherwise defined herein shall
have the meanings set forth in the Plan.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements herein set forth, the parties hereby mutually covenant and agree as
follows:
1. Grant of Restricted Stock. Subject to the terms and conditions set
forth herein, the Company hereby grants to the Key Employee as of the grant date
set forth below, in return for services previously provided by the Key Employee
to the Company and/or its Affiliates, the aggregate number of Shares
(hereinafter referred to as the "Restricted Stock") set forth on the signature
page hereof. Stock certificates bearing restrictive legends referring to the
transfer restrictions set forth in this Agreement shall be held in escrow by the
Company pending the vesting of the Restricted Stock as hereinafter provided, or,
at the Company's election, Shares constituting unvested Restricted Stock shall
be issued in book entry form only, unless and until vested.
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2. Vesting.
(a) The Key Employee shall have all rights as a shareholder with
respect to the Restricted Stock, including dividend and voting rights, except
that while Shares of Restricted Stock remain unvested, they shall be subject to
the transfer restrictions set forth in Section . Shares of Restricted Stock
shall vest on the applicable anniversary date of the grant date set forth below
according to the following schedule provided that the Key Employee remained
employed by the Company or an Affiliate on the date of vesting:
Cumulative Fraction of Shares
Date of Vesting of Restricted Stock Which Vest
3rd Anniversary Date 34%
4th Anniversary Date 33%
5th Anniversary Date 33%
(b) Promptly upon the vesting of any Shares of Restricted Stock, the
Company shall deliver a stock certificate to the Key Employee representing the
vested Shares, bearing any restrictive legend deemed necessary by counsel to the
Company under the Securities Act of 1933 and counterpart state securities laws.
(c) Except as provided elsewhere herein, the Key Employee shall
forfeit any interest in any unvested Shares of Restricted Stock as of the close
of business on the date that the Key Employee ceases to be employed by the
Company or any of its Affiliates. In the event that the Key Employee who so
forfeits unvested Shares holds vested Shares that include a fractional Share,
the Company shall purchase such fractional Share promptly following the Key
Employee's termination of employment, at a cash price equal to the Fair Market
Value of the Company's Common Stock on such date of termination.
(d) Absence of the Key Employee on leave approved by a duly elected
officer of the Company, other than the Key Employee, shall not be considered a
termination of employment during the period of such leave.
(e) If the Key Employee's employment with the Company and all
Affiliates is terminated because of death, Retirement or Total Disability (as
such terms are defined below) on or after the initial date of vesting, the full
amount of Restricted Stock granted herein shall vest in the hands of the Key
Employer, or in the case of his death, his Beneficiary (as defined herein),
without regard to the vesting schedule set forth above. If a termination of
employment occurs prior to the initial date of vesting for reasons other than
Cause, Shares of Restricted Stock shall vest in the hands of the Key Employee,
or in the case of his death, his Beneficiary, to the extent, if any, as the
Committee may determine.
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(f) As used herein, (i) "Retirement" means termination of employment
with the Company and all Affiliates on or after age 65, except that if the Key
Employee's employment is terminated for Cause (as hereinafter defined) or
because of death or Total Disability, such termination shall not be "Retirement"
for purposes hereof, (ii) "Total Disability" means permanent and total
disability within the meaning of Code Section 22(e)(3), and (iii) "Cause" means,
as determined by the Committee, the Key Employee's failure to perform his duties
or intentional dishonest or illegal conduct in connection with his performance
of services for the Company or any Affiliate.
3. Transfer Restrictions. Shares of Restricted Stock may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of while
they remain unvested.
4. Acceleration.
(a) In the event of a Change of Control (as defined below) any
unvested Shares of Restricted Stock shall vest immediately (without regard to
the vesting schedule set forth above). "Change of Control" for this purpose
means a change of control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act. Without limiting the inclusiveness of the definition in the
preceding sentence, a Change of Control shall be deemed to have occurred if the
circumstances described in the following paragraphs shall occur:
(i) Any individual, firm, partnership, corporation or other
entity, including any successor (by merger or otherwise) of such entity, or a
group of any of the foregoing acting in concert (a "Person") (other than any
employee benefit plan of the Company or any entity holding securities of the
Company for or pursuant to the terms of any such plan or any trustee,
administrator or fiduciary of such a plan) is or becomes the Beneficial Owner of
securities of the Company representing at least 30 percent of the combined
voting power of the Company's then outstanding securities; a Person shall be
deemed to be the "Beneficial Owner" of any securities (1) which such Person or
any of such Person's "Affiliates" and "Associates," as such terms are defined in
Rule 12b-2 of the General Rules and Regulations of the Exchange Act, has the
right to acquire (whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement or understanding, or
upon the exercise of conversion rights, exchange rights, rights, warrants or
options, or otherwise; provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, securities tendered pursuant to a
tender or exchange offer made by or on behalf of such Person or any of such
Person's Affiliates or Associates until such tendered securities are accepted
for purchase; or (2) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to vote or dispose of or has
"beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General
Rules and Regulations under the Exchange Act), including pursuant to any
agreement, arrangement or understanding; provided, however, that a Person shall
not be deemed the Beneficial Owner of, or to beneficially own, any security
under this subsentence (2) as a result of an agreement, arrangement or
understanding to vote such security if the agreement, arrangement or
understanding arises solely from a revocable proxy or consent
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given to such Person in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules and regulations under
the Exchange Act and is not also then reportable on a Schedule 13D under the
Exchange Act (or any comparable or successor report); (3) which are beneficially
owned, directly or indirectly, by any other Person with which such Person or any
of such Person's Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting (except pursuant to
a revocable proxy as described in subsentence (2) above) or disposing of any
voting securities of the Company.
(ii) One-third or more of the members of the Board of
Directors of the Company are not Continuing Directors; a "Continuing Director"
means any member of the Board of Directors of the Company who was a member of
such Board on December 31, 1993, and any successor of a Continuing Director who
is recommended to succeed a Continuing Director by a majority of the Continuing
Directors then on such Board.
(iii) There shall be consummated (1) any consolidation or
merger of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which the Company's Shares would be converted into
cash, securities or other property, other than a merger of the Company in which
the holders of the Company's Shares immediately prior to the merger have the
same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (2) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company.
(iv) The shareholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company.
5. Beneficiary.
(a) The person whose name appears on the signature page hereof after
the caption "Beneficiary" or any successor designated by the Key Employee in
accordance herewith (the person who is the Key Employee's Beneficiary at the
time of his death herein referred to as the "Beneficiary") shall be entitled to
receive any Shares that vest as the result of the death of the Key Employee. The
Key Employee may from time to time revoke or change his Beneficiary without the
consent of any prior Beneficiary by filing a new designation with the Committee.
The last such designation received by the Committee shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Committee prior to the Key Employee's death,
and in no event shall any designation be effective as of a date prior to such
receipt.
(b) If no such Beneficiary designation is in effect at the time of a
Key Employee's death, or if no designated Beneficiary survives the Key Employee
or if such designation conflicts with law, the Key Employee's estate shall be
the Beneficiary hereunder. If the Committee is in doubt as to the right of any
person to receive Shares that vest hereunder,
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the Company may refuse to recognize such person, without liability for any
interest or dividends on the Restricted Stock, until the Committee determines
the person entitled to such Shares, or the Company may apply to any court of
appropriate jurisdiction and such application shall be a complete discharge of
the liability of the Company therefor.
6. Tax Withholding.
(a) It shall be a condition to the vesting of Shares of Restricted
Stock in the hands of the Key Employee or the Beneficiary, and the Key Employee
agrees, that the Key Employee shall pay to the Company upon its demand, such
amount as may be requested by the Company for the purpose of satisfying its
liability to withhold federal, state, or local income or other taxes incurred by
reason of such vesting. In the event that the Key Employee makes an election
under Section 83(b) of the Code (or any successor provision) allowing the Key
Employee to accelerate the Tax Date (as defined below), the Key Employee agrees
that payment of such amount to the Company for satisfying such tax obligations
shall be a condition to the making of the election.
(b) The Key Employee may elect to deliver to the Company a number of
Shares, in each case, having a Fair Market Value on the Tax Date equal to the
minimum amount required to be withheld by the Company in connection with such
Tax Date. The election must be made in writing and, if the Key Employee is an
Insider (as defined below), must be delivered to the Company 6 months or more
prior to the Tax Date and shall not be effective until at least 6 months after
the Grant Date, provided, however, that this restriction shall not apply in the
event death of the Key Employee occurs prior to the expiration of such 6 month
period. If the Key Employee is not an Insider, the election must be delivered to
the Company prior to the Tax Date. All elections shall be made in a form
approved by the Committee and shall be subject to disapproval, in whole or in
part by the Committee. Any election under this paragraph by an Insider shall be
irrevocable and may not be changed until another irrevocable election is
effective. As used herein, (i) Tax Date means the date on which the Key Employee
must include in his gross income for federal income tax purposes the fair market
value of the Restricted Stock, and (ii) "Insider" means an officer or director
of the Company or a beneficial owner of more than 10 percent of the Shares.
7. Powers of Company Not Affected. The existence of the Restricted Stock
shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any combination, subdivision or
reclassification of the Shares or any reorganization, merger, consolidation,
business combination, exchange of Shares, or other change in the Company's
capital structure or its business, or any issue of bonds, debentures or stock
having rights or preferences equal, superior to or affecting the Restricted
Stock or the rights thereof or dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
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otherwise. Nothing in this Agreement shall confer upon the Key Employee any
right to continue in the employment of the Company or any Affiliate, or
interfere with or limit in any way the right of the Company or any Affiliate to
terminate the Key Employee's employment at any time.
8. Interpretation by Committee. The Key Employee agrees that any dispute
or disagreement which may arise in connection with this Agreement shall be
resolved by the Committee, in its sole discretion, and that any interpretation
by the Committee of the terms of this Agreement or the Plan and any
determination made by the Committee under this Agreement or the Plan may be made
in the sole discretion of the Committee and shall be final, binding, and
conclusive. Any such determination need not be uniform and may be made
differently among Key Employees awarded Restricted Stock.
9. Miscellaneous.
(a) This Agreement shall be governed and construed in accordance
with the laws of the State of Florida applicable to contracts made and to be
performed therein between residents thereof.
(b) This Agreement may not be amended or modified except by the
written consent of the parties hereto.
(c) The captions of this Agreement are inserted for convenience of
reference only and shall not be taken into account in construing this Agreement.
(d) Any notice, filing or delivery hereunder or with respect to
Restricted Stock shall be given to the Key Employee at either his usual work
location or his home address as indicated in the records of the Company, and
shall be given to the Committee or the Company at 121 West Forsyth Street, Suite
200, Jacksonville, Florida 32202, Attention Corporate Secretary. All such
notices shall be given by first class mail, postage prepaid, or by personal
delivery.
(e) This Agreement shall be binding upon and inure to the benefit of
the Company and its successors and assigns and shall be binding upon and inure
to the personal benefit of the Key Employee, the Beneficiary and the personal
representative(s) and heirs of the Key Employee.
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IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized officer and its corporate seal hereunto affixed, and the
Key Employee has hereunto affixed his hand and seal, all on the day and year set
forth below.
REGENCY REALTY CORPORATION
[CORPORATE SEAL] By:____________________________________
Its:_________________________________
________________________________(SEAL)
Key Employee
[Print Name]:________________________
No. of shares of Restricted Stock:__________
Grant Date:_______________________
Date of Agreement:________________
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