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EXHIBIT 10
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FIRST INDUSTRIAL REALTY TRUST, INC.
DEFERRED INCOME PLAN
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FIRST INDUSTRIAL REALTY TRUST, INC.
DEFERRED INCOME PLAN
1. PURPOSE
The purpose of the First Industrial Realty Trust, Inc. Deferred Income
Plan (the "Plan") is to enable key officers and employees of First Industrial
Realty Trust, Inc. and any affiliates (the "Company"), to receive deferred
income on account of service with the Company. The Plan is intended as a means
of maximizing the effectiveness and flexibility of the compensation
arrangements to employees of the Company and affiliates, and as an aid in
attracting and retaining individuals of outstanding abilities and specialized
skills for service.
2. EFFECTIVE DATE
Upon approval of this Plan by the Compensation Committee of the Board
of Directors of the Company (the "Committee"), the Plan shall be effective as
of January 1, 1996 (the "Effective Date").
3. PLAN ADMINISTRATION
The Plan will be administered by the Committee and/or officer(s) duly
authorized by the Committee. Reference herein to the Committee shall include
reference to any committee and/or officer so authorized by the Committee. Full
power to implement, interpret and construe the provisions of the Plan shall,
except as otherwise provided in the Plan, be vested in the Committee, which may
adopt, alter, amend or revoke rules for such purpose. The expense of
administering the Plan shall be borne by the Company and shall not be charged
against benefits payable hereunder.
4. ELIGIBILITY
Any key officer or employee of the Company designated by the Committee
is eligible to participate in the Plan. Any such officer or employee shall be
a "Participant" as of the date designated by the Committee, and his or her
status as a Participant shall continue until the earlier of termination of
service or the tenth anniversary of the Effective Date.
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5. DEFERRED INCOME BENEFITS
The Committee may grant deferred income benefits to Participants. The
deferred income benefits shall be based upon units granted under the Plan by
the Committee. The deferred income benefit will be the crediting of an amount
equivalent to the dividend paid with respect to a share of Company common stock
for each unit granted. No deferred income benefit will be credited for any
calendar year in which dividends paid do not equal or exceed the base dividend
amount indicated in the grant. Deferred income benefit amounts credited will
be deemed to be reinvested in additional units at the then current price of
Company common stock, and such additional units shall also be eligible for
crediting of deferred income benefits.
6. RECORD AND CREDITING OF DEFERRED INCOME BENEFITS
(a) Deferred Income Benefits. The Company shall credit the amount
of any deferred income benefits to a memorandum account for the benefit of the
Participant (the "Deferred Income Benefit Account") no later than the last day
of the calendar quarter in which a dividend is paid.
(b) Value and Statement of Account. The Company shall provide
each Participant with a statement of the value of his or her Deferred Income
Benefit Account at least annually.
7. VESTING OF DEFERRED INCOME BENEFIT
Each deferred income benefit will vest pro rata over a three year
period, such period beginning on the date such benefit is credited. (As
illustrated in Exhibit A attached hereto). The Committee in its sole
discretion may accelerate the vesting of any grant hereunder.
8. TERMINATION FOR CAUSE
If any Participant's service with the Company is terminated for Cause
(as defined below), any deferred income benefit hereunder held by such
Participant shall immediately terminate and be of no further force and effect.
"Cause" shall mean and be limited to a vote of the Committee to the effect that
the Participant should be dismissed as a result of: (i) any material breach
by the Participant of any agreement to which the Participant and the Company
are parties; (ii) any act (other than retirement) or omission to act by the
Participant, including without limitation, the commission of any crime (other
than ordinary traffic violations), which may have a
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material and adverse effect on the business of the Company or on the
Participant's ability to perform services for the Company; or (iii) any
material misconduct or neglect of duties by the Participant in connection with
the business or affairs of the Company.
9. PAYMENT OF DEFERRED INCOME BENEFIT
(a) In General. No withdrawals or payment shall be made from the
Participant's Deferred Income Benefit Account except as provided in this
Section 9.
(b) Payment Event. A Participant's deferred income benefit shall
be paid no later than January 31 following the calendar year in which such
benefit vests under Section 7.
(c) Death of Participant. In the event that a Participant shall
die at any time prior to complete distribution of amounts payable to him or her
under the provisions of the Plan, the unpaid vested balance of the
Participant's Deferred Income Account shall be paid in the January following
such death, or as soon as reasonably possible thereafter, to the Participant's
beneficiary or beneficiaries.
(d) Form of Payment. The Committee in its sole discretion may
elect to pay the value of a Participant's vested Deferred Income Benefit
Account in cash or Company common stock with the equivalent market value on the
payment date.
10. DESIGNATION OF BENEFICIARY
Participants shall designate in writing, in accordance with such rules
and procedures as the Committee may prescribe, the beneficiary or beneficiaries
who are to receive the Participant's Deferred Income Benefit Account in the
event of the Participant's death.
11. UNSECURED OBLIGATIONS
The obligation of the Company to make payments under the Plan shall be
a general obligation of the Company, and such payments shall be made from
general assets and property of the Company. The Participant's relationship to
the Company under the Plan shall be only that of a general unsecured creditor
and neither this Plan nor any agreement entered into hereunder or action taken
pursuant hereto shall create or be construed to create a trust or fiduciary
relationship of any kind. The Company may establish an irrevocable grantor
trust for purposes of holding and investing the Deferred Income Benefit Account
balances, but such establishment shall not create any rights in or against any
amount so held.
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12. AMENDMENT AND TERMINATION
This Plan may be amended in whole or in part, suspended or terminated
by the Committee at any time, provided, however, that no amendment, suspension
or termination shall, without the consent of a Participant, adversely affect
such Participant's rights to his or her deferred income benefits. This Plan
will automatically terminate on the tenth anniversary of the Effective Date;
any deferred income benefits outstanding at such termination date will continue
to vest and be paid in accordance with the terms of the Plan.
13. EFFECT OF TRANSFER
In the event that all or substantially all of the assets of the
Company shall be transferred by way of a sale, merger, consolidation or other
means, or in the event of a change of control (as herein defined), the entire
unpaid balance of each Deferred Income Benefit Account shall be paid in a lump
sum to the Participant as of the effective date thereof.
For purposes of this Agreement, "change of control" shall mean, the
occurrence of any one of the following events:
(i) any "person", as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Act") (other than the Company, any of its Subsidiaries,
any trustee, fiduciary or other person or entity holding
securities under any employee benefit plan of the Company or
any of its Subsidiaries), together with all "affiliates" and
"associates" (as such terms are defined in Rule 12b-2 under
the Act) of such person, shall become the "beneficial owner"
(as such term is defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company
representing 40% or more of either: (A) the combined voting
power of the Company's then outstanding securities having the
right to vote in an election of the Company's Board of
Directors ("Voting Securities"); or (B) the then outstanding
shares of the Company common stock (in either such case other
than as a result of acquisition of securities directly from
the Company); or
(ii) persons who, as of the date of the closing of the
Company's initial public offering, constitute the Company's
Board of Directors (the "Incumbent Directors") cease for any
reason, including without limitation, as a result of a tender
offer, proxy contest, merger or similar transaction, to
constitute at least a majority of the board, provided that
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any person becoming a director of the Company subsequent to
the closing of the Company's initial public offering whose
election or nomination for election was approved by a vote of
at least a majority of the Incumbent Directors shall, for
purposes of this Plan, be considered an Incumbent Director; or
(iii) the stockholders of the Company shall approve: (A)
any consolidation or merger of the Company or any Subsidiary
where the stockholders of the Company, immediately prior to
the consolidation or merger, would not, immediately after the
consolidation or merger, beneficially own (as such term is
defined in Rule 13d-3 under the Act), directly or indirectly,
shares representing in the aggregate 50% or more of the voting
stock of the corporation issuing cash or securities in the
consolidation or merger (or of its ultimate parent
corporation, if any); (B) any sale, lease, exchange or other
transfer (in one transaction or a series of transactions
contemplated or arranged by any party as a single plan) of all
or substantially all of the assets of the Company; or (C) any
plan or proposal for the liquidation or dissolution of the
Company;
Notwithstanding the foregoing, a "change of control" shall not be
deemed to have occurred for purposes of the foregoing clause (i) solely as the
result of an acquisition of securities by the Company which, by reducing the
number of shares of Company common stock or other Voting Securities
outstanding, increases (x) the proportionate number of shares of Company common
stock beneficially owned by any person to 40% or more of the shares of Company
common stock then outstanding or (y) the proportionate voting power represented
by the Voting Securities beneficially owned by any person to 40% or more of the
combined voting power of all then outstanding Voting Securities; provided,
however, that if any person referred to in clause (x) or (y) of this sentence
shall thereafter become the beneficial owner of any additional shares of
Company common stock or other Voting Securities (other than pursuant to a stock
split, stock dividend, or similar transaction), then a "change of control"
shall be deemed to have occurred for purposes of the foregoing clause (i).
14. NON-ASSIGNABILITY
No right to receive payments under the provisions of this Plan shall
be transferable or assignable by a Participant, except by will or by the laws
of descent and distribution.
15. BINDING PROVISIONS
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All of the provisions of this Plan shall be binding upon all persons
who shall be entitled to any benefits hereunder and their heirs and personal
representatives.
16. CLAIMS PROCEDURE
(a) Claim. Any person claiming a benefit, requesting an
interpretation or ruling under the Plan, or requesting information under the
Plan shall present the request in writing to the Committee which shall respond
in writing as soon as practicable.
(b) Denial of Claim. If the claim or request is denied, the
written notice of denial should state:
(i) The reason for denial, with specific reference to the
Plan provisions on which the denial is based.
(ii) A description of any additional material or
information required and an explanation of why it is
necessary.
(iii) An explanation of the Plan's claims review procedure.
(c) Review of Claim. Any person whose claim or request is denied
or who has not received a response within thirty (30) days may request a review
by notice given in writing to the Committee. The claim or request shall be
reviewed by the Committee who may, but shall not be required to, grant the
claimant a hearing. On review, the claimant may have representation, examine
pertinent documents, and submit issues and comments in writing.
(d) Final Decision. The decision on review shall normally be made
within sixty (60) days. If an extension of time is required for a hearing or
other special circumstances, the claimant shall be notified and the time limit
shall be one hundred and twenty (120) days. The decision on review shall be in
writing and shall state the reason and the relevant Plan provisions. All
decisions on review shall be final and bind all parties concerned.
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FIRST INDUSTRIAL REALTY TRUST, INC.
DEFERRED INCOME PLAN
Exhibit A
Assumptions:
Annual Dividend = $2.00/share
Options granted to optionholder = 10,000 in year 1
Stock Prices = $22/share in year 1
$24/share in year 2
$27/share in years 3-5
$30/share in years 6 and 7
$32/share in years 8-10
Benefit Paid
Results: Benefit ---------------------------
- - ------- Units Accrual Current Cumulative
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Year 1 Option Issuance 10,000 $ -
First Year Dividend 941 20,692
First Year Vested Benefit Payment (314) (6,897)
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10,627 13,795 $ 6,897 $ 6,897
Year 2 Second Year Dividend 914 21,928
Second Year Vested Benefit Payment (592) (14,207)
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10,949 21,516 14,207 21,104
Year 3 Third Year Dividend 834 22,513
Third Year Vested Benefit Payment (804) (21,711)
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10,978 22,318 21,711 42,815
Year 4 Fourth Year Dividend 836 22,574
Fourth Year Vested Benefit Payment (827) (22,338)
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10,987 (22,554) 22,338 65,153
Year 5 Fifth Year Dividend 837 22,592
Fifth Year Vested Benefit Payment (836) (22,560)
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10,988 22,586 22,560 87,713
Year 6 Sixth Year Dividend 751 22,532
Sixth Year Vested Benefit Payment (752) (22,566)
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10,987 22,552 22,566 110,280
Year 7 Seventh Year Dividend 751 22,530
Seventh Year Vested Benefit Payment (752) (22,552)
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10,987 22,531 22,552 132,831
Year 8 Eighth Year Dividend 703 22,493
Eighth Year Vested Benefit Payment (704) (22,519)
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10,986 22,506 22,519 155,350
Year 9 Ninth Year Dividend 703 22,492
Ninth Year Vested Benefit Payment (703) (22,505)
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10,985 22,492 22,505 177,855
Year 10 Tenth Year Dividend 703 22,491
Tenth Year Vested Benefit Payment (703) (22,492)
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10,985 22,491 22,492 200,347
Year 11 Eleventh Year Vested Benefit Payment (14,994)
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7,497 14,994 215,341
Year 12 Twelfth Year Vested Benefit Payment (7,497)
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0 $ 7,497 $ 222,838
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