Exhibit 99.1
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
KIMCO REALTY CORPORATION
IN LIEU OF A MEETING
The undersigned, being all of the members of the Board of
Directors (the "Board") of Kimco Realty Corporation, a Maryland corporation (the
"Corporation"), hereby adopt the following resolution as of April 7, 2003, in
lieu of holding a special meeting of the Board of the Corporation.
I. AMENDMENT TO THE 1998 EQUITY PARTICIPATION PLAN
WHEREAS, the Board of the Corporation has determined that it
is in the best interests of the Corporation and its stockholders to amend the
1998 Equity Participation Plan (the "Plan"), such that after any stock options
are granted under the Plan the exercise price of the stock option may not be
reduced by the Board without the approval of the stockholders of the Company,
except as provided in Section 8.3 of the Plan.
NOW THEREFORE BE IT RESOLVED, that the First Amendment to the
Plan, in substantially the form attached hereto as Exhibit A, shall be and
hereby is, ratified, confirmed, adopted and approved.
II. GENERAL RESOLUTIONS
RESOLVED, that any and all acts heretofore or hereafter taken
by each of the officers of the Corporation in its name and on its behalf in
connection with the actions contemplated by the foregoing resolutions are hereby
approved, ratified and confirmed; and
FURTHER RESOLVED, that the officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, (a) to do all such acts and things, (b) to execute
any such instruments and other documents, (c) to make such changes to any of the
foregoing, and (d) to pay such fees and expenses, in each case as may be
necessary or appropriate to carry out and comply with the terms of the foregoing
resolutions.
The undersigned, being all of the directors of the
Corporation, do hereby consent to the foregoing action as of the day and year
first above written.
/s/ Milton Cooper
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Milton Cooper
/s/ Michael J. Flynn
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Michael J. Flynn
/s/ David Henry
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David Henry
/s/ Richard G. Dooley
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Richard G. Dooley
/s/ Joseph Grills
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Joseph Grills
/s/ Martin S. Kimmel
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Martin S. Kimmel
/s/ Frank Lourenso
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Frank Lourenso
Exhibit A
FIRST AMENDMENT
TO THE
1998 EQUITY PARTICIPATION PLAN OF KIMCO REALTY CORPORATION
Kimco Realty Corporation, a Maryland corporation (the
"Company"), by resolution of its Board of Directors (the "Board") previously
adopted the 1998 Equity Participation Plan of Kimco Realty Corporation (the
"Plan"), effective as of _______, 1998. Section 8.2 of the Plan allows the
Board to amend the Plan in certain respects at any time or from time to time.
In order to amend the Plan in certain respects, this First
Amendment to the Plan has been adopted by a resolution of the Board of Directors
of the Company as of April 7, 2003, effective as of April 7, 2003. This First
Amendment to the Plan, together with the Plan, constitutes the entire Plan as
amended to date.
1. Section 2.1(b) of the Plan shall be amended to read in its entirety as
follows:
"2.1 (b) The maximum number of shares which may be subject to Options and awards
of Deferred Stock granted under the Plan to any individual in any calendar year
shall not exceed the Award Limit. To the extent required by Section 162(m) of
the Code, shares subject to Options which are canceled continue to be counted
against the Award Limit."
2. The following sentence shall be added to the end of Section 7.2:
"Notwithstanding anything to the contrary contained herein (but subject to
Section 8.3) (a) without the approval of the stockholders of the Company neither
the Committee nor the Board shall authorize the amendment of any outstanding
Option to reduce its exercise price; and (b) no Option shall be canceled and
replaced with the grant of an Option having a lower exercise price without the
approval of the stockholders of the Company."
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Executed at _______________, _____________, this __ day of April, 2003.
KIMCO REALTY CORPORATION
By:
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Its:
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