EXHIBIT 10.1
RAMCO GERSHENSON PROPERTIES TRUST
CHANGE IN CONTROL POLICY
This Policy, adopted this 10th day of July, 2007, covers the executive
officers (the "Executives") of Ramco-Gershenson Properties Trust (the "Trust").
Additional individuals may be added to this Policy from time to time by the
Compensation Committee of the Trust.
This Policy sets forth the benefits which the Trust will provide to
each of the Executives if his or her employment with the Trust or an applicable
subsidiary of the Trust is terminated in certain circumstances following a
Change in Control (as defined below). This Policy shall remain in effect with
respect to any Change in Control which occurs prior to the termination of this
Policy by the Compensation Committee or during the one year period following the
termination of this Policy by the Compensation Committee. In the event of
termination of this Policy, prompt notice thereof shall be given to each of the
Executives who is then employed by the Trust or a subsidiary.
1. Certain Definitions. For purposes of this Agreement, the following
definitions shall have the following meanings:
(a) "Cause" shall mean (i) actual dishonesty intended to
result in substantial personal enrichment at the expense of the Trust or of any
subsidiary of the Trust, (ii) conviction of a felony or (iii) repeated willful
and deliberate failure or refusal to perform the duties normally associated with
the Executive's position which is not remedied in a reasonable period of time
after receipt of written notice from the Trust.
(b) "Change in Control" shall mean:
(i) on or after the date of execution of this
Agreement, any person (which, for all purposes hereof, shall include, without
limitation, an individual, sole proprietorship, partnership, unincorporated
association, unincorporated syndicate, unincorporated organization, trust, body
corporate and a trustee, executor, administrator or other legal representative)
(a "Person") or any group of two or more Persons acting in concert becomes the
beneficial owner, directly or indirectly, of securities of the Trust
representing, or acquires the right to control or direct, or to acquire through
the conversion of securities or the exercise of warrants or other rights to
acquire securities, 40% or more of the combined voting power of the Trust's then
outstanding securities; provided that for the purposes of this Policy (A)
"voting power" means the right to vote for the election of trustees, and (B) any
determination of percentage of combined voting power shall be made on the basis
that (x) all securities beneficially owned by the Person or group or over which
control or direction is exercised by the Person or group which are convertible
into securities carrying voting rights have been converted (whether or not then
convertible) and all options, warrants or other rights which may be exercised to
acquire securities beneficially owned by the Person or group or over which
control or direction is exercised by the Person or group have been exercised
(whether or not then exercisable), and (y) no such convertible securities have
been converted by any other Person and no such options, warrants or other rights
have been exercised by any other Person; or
(ii) at any time subsequent to the date of adoption
of this Policy there shall be elected or appointed to the Board of Trustees of
the Trust (the "Board") any trustee or trustees whose appointment or election to
the Board or nomination for election by the Trust's shareholders was not
approved by a vote of at least a majority of the trustees then still in office
who were either trustees on the date of adoption of this Policy or whose
election or appointment or nomination for election was previously so approved;
or
(iii) a reorganization, merger, consolidation,
combination, corporate restructuring or similar transaction (an "Event"), in
each case, in respect of which the beneficial owners of the outstanding Trust
voting securities immediately prior to such Event do not, following such Event,
beneficially own, directly or indirectly, more than 60% of the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of trustees of the Trust and any resulting parent entity of the
Trust in substantially the same proportions as their ownership, immediately
prior to such Event, of the outstanding Trust voting securities; or
(iv) an Event involving the Trust as a result of
which 40% or more of the members of the board of trustees of the parent entity
of the Trust or the Trust are not persons who were members of the Board
immediately prior to the earlier of (x) the Event, (y) execution of an agreement
the consummation of which would result in the Event, or (z) announcement by the
Trust of an intention to effect the Event; or
(v) the Board adopts a resolution to the effect that,
for purposes of this Policy, a Change in Control has occurred.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) The "Change in Control Date" shall be any date during the
duration of effectiveness of this Policy on which a Change in Control occurs.
Anything in this Policy to the contrary notwithstanding, if an Executive's
employment or status as an elected officer with the Trust or any subsidiary of
the Trust is terminated within six months prior to the date on which a Change in
Control occurs, then unless such employment or status as an elected officer with
the Trust is terminated (i) for Cause, or (ii) voluntarily by such Executive,
for all purposes of this Agreement the "Change in Control Date" shall mean the
date immediately prior to the date of such termination.
(e) "Good Reason" shall mean the initial existence of one or
more of the following conditions arising without the consent of the Executive
within the one-year period following a Change in Control, provided that the
Executive provides notice to the Trust of the existence of such condition within
90 days of the initial existence of the condition and the Trust does not remedy
the condition within 30 days after receiving notice:
(i) a material diminution in the Executive's base
salary in effect immediately before the Change in Control Date or as increased
from time to time thereafter;
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(ii) a material diminution in the Executive's
authority, duties, or responsibilities;
(iii) a material diminution in the authority, duties,
or responsibilities of the supervisor to whom the Executive is required to
report, including a requirement that the Executive report to a corporate officer
or employee instead of reporting directly to the Board;
(iv) a material diminution in the budget over which
the Executive retains authority;
(v) a material change in the geographic location
at which the Executive must perform the services related to his or her position;
or
(vi) any other action or inaction that constitutes a
material breach by the Trust of any agreement under which the Executive provides
services to the Trust.
2. Change in Control Benefits. Upon termination of an Executive's
employment within one year following a Change in Control Date (x) by the Trust
other than for Cause or upon Executive's death or permanent disability or (y) by
Executive for Good Reason, the Trust will pay as severance pay to such
Executive, not later than the 30th day following the date of termination, a lump
sum severance payment (the "Severance Payment") equal to the product of: for the
Chief Executive Officer, 2.99; for the Chief Financial Officer, 2.5; for an
Executive Vice President, 2.0; and for a Senior Vice President, 1.0; multiplied
by the "base amount" within the meaning of Sections 280G(b)(3) and 280G(d) of
the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable
temporary or final regulations promulgated thereunder, or its equivalent as
provided in any successor statute or regulation. If Section 280G of the Code
(and any successor provisions thereto) is repealed or otherwise inapplicable,
then the Severance Payment will equal the product of the appropriate multiplier,
as provided above, multiplied by the average of the Executive's annual
compensation for both complete and partial calendar years during so much of the
five calendar year period preceding the calendar year in which the termination
occurs during which the Executive was so employed. Compensation payable to the
Executive by the Trust will include every type and form of compensation
includable in the Executive's gross income in respect of his employment by the
Trust, including compensation income recognized as a result of the Executive's
exercise of stock options or sale of the stock so acquired, except to the extent
otherwise provided in Section 280G of the Code and any temporary or final
regulations promulgated thereunder. Notwithstanding the reference to Section
280G of the Code in this Policy, none of the Executives shall be entitled to any
gross-up payments under this Policy with respect to any Severance Payments or
other payments or benefits in the event that any excise tax under the Code is
imposed on him or her.
3. No Mitigation. The Executives will not be required to mitigate the
amount of any payment provided for in this Policy by seeking other employment or
otherwise, nor will the amount of any payment or benefit provided for in this
Policy be reduced by any compensation earned by any of them as the result of
employment by another employer or by retirement benefits after the date of
termination, or otherwise.
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4. Effect on Other Agreements. This Severance Policy shall not limit or
otherwise affect the provisions of any employment agreement between the Trust
and an Executive, and the terms of any such employment agreement shall be
unaffected by the adoption of this Severance Policy. The Severance Payment
provided for in this Policy with respect to any Executive shall be reduced by
any other severance or separation payments (not including the acceleration of
vesting of any options, shares or rights under any incentive plans of the Trust)
provided for in any other agreements or arrangements between the Trust and the
applicable Executive.
In witness whereof, and pursuant to the approval of the Compensation
Committee of the Trust, this Policy is adopted as of the date first set forth
above.
Ramco-Gershenson Properties Trust
By:/s/ Dennis Gershenson
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Dennis Gershenson
Chairman and CEO
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