ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Departure and Appointment of Certain Officers; Employment Agreements
Executive Chairman
Pursuant to the previously announced management succession plan of
Executive Vice President - Real Estate Operations; Employment Agreement
On
On
? an initial term through
successive one-year periods unless, not less than 60 days prior to the
termination of the then current term, either party provides a notice of
non-renewal to the other party;
? an initial annual base salary of
bonus for 2023 of
Compensation Committee of the Board in accordance with the Company's customary
practices, as more fully described in the Company's most recent proxy statement
filed with the
? (i) an initial grant of LTIP units under the Company's 2011 Equity Incentive
Plan, as amended and restated (the "2011 Equity Incentive Plan"), with a grant
date fair value of
basis over the four-year period ending
service; (ii) an initial grant of performance units under the 2011 Equity
Incentive Plan, with a target grant date fair value of
ultimate settlement amount to be determined by the Compensation Committee of
the Board depending on the Company's relative and absolute total stockholder
return over a three-year period commencing
eligibility to receive additional equity awards in the discretion of the
Compensation Committee of the Board, subject to the terms of the 2011 Equity
Incentive Plan (or other then effective incentive plan), and the applicable
award agreement, and to participate in other employee benefit plans, insurance
policies or contracts maintained by the Company relating to retirement, health,
disability, vacation and other related benefit;
? upon the termination of employment either by the Company without "cause" or Mr.
Kimball for "good reason," or in the event that following a change of control
the Company or its successor gives
12 months following the change of control,
following severance payments and benefits, subject to his timely execution of a
general release in the Company's favor: (i) a pro rata bonus based on the
portion of the fiscal year elapsed at the time of termination; (ii) a lump-sum
cash payment equal to two times the sum of
base salary and the bonus paid to
fiscal year; (iii) group health premiums or other insurance for a period of 18
months; and (iv) immediate vesting of all outstanding equity-based awards
(other than performance-based awards) held by
? a non-competition provision for the 12-month period following any termination
of employment, except if the Company terminates his employment without "cause,"
if the Company provides a notice non-renewal of the Employment Agreement or if
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to such agreement, a copy
of which will be filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ending
The Company expects to enter into an indemnification agreement with
Forward-Looking Statements
This report, together with other statements and information publicly
disseminated by the Company, contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The Company
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and includes this statement for purposes of
complying with these safe harbor provisions. Forward-looking statements, which
are based on certain assumptions and describe the Company's future plans,
strategies and expectations, are generally identifiable by use of the words
"believe," "will," "expect," "intend," "anticipate," "estimate," "should,"
"project" or similar expressions. Forward-looking statements in this report
include statements about the composition of the Board and expected changes in
the Company's senior management team. You should not rely on forward-looking
statements because they involve known and unknown risks, uncertainties and other
factors that are, in some cases, beyond the Company's control and which could
materially affect actual results, performances or achievements. Factors that may
cause actual results to differ materially from current expectations include, but
are not limited to, the risk factors discussed in the Company's Annual Report on
Form 10-K for the year ended
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