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Full Doc
 | 2002 |
Severance and Change of Control Agreement [Amended and Restated]
Severance and Change of Control Agreement [Amended and Restated] (47K)
Doc #261474: Click preview link for longer preview.
AMENDED AND RESTATED
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, effective as of the __ day of April, 2002, is by and
between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and
MARTIN E. STEIN (the "Employee").
WHEREAS, the Company, formerly known as Regency Realty Corporation, and
the Employee previously entered into a change of control agreement, dated the
1st day of June, 2000 (the "Prior Agreement"); and
WHEREAS, to further induce the Employee to remain as an executive
officer of the Company and a key employee of the Company and/or one or more of
the Regency Entities (as defined below), the Company and the Employee desire to
enter into an amended and restated severance and change of control agreement
(the "Agreement"), which Agreement will replace and supersede the Prior
Agreement; and
WHEREAS, the parties agree that the restrictive covenants underlying
certain of the Employee's obligations under this Agreement are necessary to
protect the goodwill or other business interests of the Regency Entities and
that such restrictive covenants do not impose a greater restraint than is
necessary to protect such goodwill or other business interests.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, including the Employee's agreement to continue as an
executive officer of the Company and as an employee of one or more of the
Regency Entities, the Employee's agreement to provide consulting services
following certain terminations of employment pursuant to the terms hereof, and
the restrictive covenants contained herein, the Employee and the Company agree
as follows:
1. Definitions. The following words, when capitalized in this
Agreement, shall have the meanings ascribed below:
(a) "Affiliate" shall have the meaning given to such term in
Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means:
(i) the willful and substantial failure or refusal
of the Employee to perform duties assigned to the Employee
(unless the Employee shall be ill or disabled) under
circumstances where the Employee would not have Good
{PAGE}
Reason to terminate employment hereunder, which failure or
refusal is not remedied by the Employee within 30 days after
written notice from the Company's Chief Executive Officer or
Chief Operating Officer or the Board of such failure or refusal
(for purposes of clarity, the Employee's poor performance shall
not constitute willful and substantial failure or refusal to
perform duties assigned to the Employee, but the failure to
report to work shall);
(ii) a material breach of the Employee's fiduciary
duties to any Regency Entity (such as obtaining secret profits
from the Regency Entity) or a violation by the Employee in the
course of performing the Employee's duties to any Regency Entity
of any law, rule or regulation (other than traffic violations or
other minor offenses) where such violation has resulted or is
likely to result in material harm to any Regency Entity, and in
either case where such breach or violation constituted an act or
omission performed or made willfully, in bad faith and without a
reasonable belief that such act or omission was within the scope
of the Employee's employment hereunder; or
(iii) the Employee's engaging in illegal conduct
(other than traffic violations or other minor offenses) which
results in a conviction (or a nolo contendere plea thereto)
which is not subject to further appeal and which is injurious to
the business or public image of any Regency Entity.
(d) "Change of Control" shall mean the occurrence of any one
or more of the following events:
(i) an acquisition, in any one transaction or series
of transactions, after which any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), has beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 25% or more
(or an acquisition of an additional 5% or more if such
individual, entity or group already has beneficial ownership of
25% or more) of either the then outstanding shares of Company
common stock or the combined voting power of the then out-
standing voting securities of the Company, but excluding, for
this purpose, any such acquisition (A) from the Company, (B) by
the Company or any employee benefit plan (or related trust) of
the Company, (C) by any Security Capital Entity (other than
General Electric Capital Corporation and EB Acquisition Corp.)
made while the standstill provisions of the Shareholders Agree-
ment are in effect and made in compliance with such provisions,
but excluding an acquisition made in connection with the waiver
of any such standstill provisions, (D) pursuant to the merger
described in the Agreement and Plan of Merger, dated as of
December 14, 2001, by and among Security Capital Group
Incorporated, General Electric Capital Corporation and EB
Acquisition Corp., or (E) by any corporation with respect to
which, following such acquisition, all of the then outstanding
shares of common stock and voting securities of such corporation
are then beneficially owned, directly or indirectly, in
substantially the same proportions, by the beneficial owners of
the common
2
{PAGE}
stock and voting securities of the Company immediately prior to
such acquisition;
(ii) 50% or more of the members of the Board (A) are
not Continuing Directors, or (B) whether or not they are
Continuing Directors, are nominated by or elected by the same
Beneficial Owner (for this purpose, a director of the Company
shall be deemed to be nominated or elected, respectively, by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by the Company (whether through purchase, merger
or otherwise) of all or substantially all of the operating
assets or capital stock of another entity;
(iii) the (A) consummation of a reorganization,
merger, share exchange, consolidation or similar transaction,
in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock
and voting securities of the Company immediately prior to such
transaction do not, following such transaction, beneficially
own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and voting securities of
the corporation resulting from such reorganization, merger or
consolidation, (B) consummation of the sale or other disposition
of all or substantially all of the assets of the Company or (C)
approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company, in each case, other
than pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among Security
Capital Group Incorporated, General Electric Capital Corporation
and EB Acquisition Corp.; or
261474
|
Security Capital
As referenced in this Severance and Change of Control Agreement [Amended and Restated]:
Security Capital Group
Inc – provisions, (D) pursuant to the merger
described in the Agreement and Plan of Merger, dated as of
December 14, 2001, by and among Security Capital Group
Inc orporated, General Electric Capital Corporation and EB
Acquisition Corp., or (E) by any corporation with respect to
which, following such acquisition, all of
_____________
Security Capital Group, Inc – by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc ., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by
_____________
Security
Capital Group Inc – other
than pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among Security
Capital Group Inc orporated, General Electric Capital Corporation
and EB Acquisition Corp.; or
(iv) termination of the standstill provisions in the
Stockholders Agreement.
For clarity, the
_____________
dt 268088
;
| Martin E. Stein;
Regency Realty Corporation
|
| Preview
Full Doc
| 2002 |
Severance and Change of Control Agreement [Amended and Restated]
Severance and Change of Control Agreement [Amended and Restated] (46K)
Doc #261475: Click preview link for longer preview.
AMENDED AND RESTATED
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, effective as of the __ day of April, 2002, is by and
between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and
BRUCE M. JOHNSON (the "Employee").
WHEREAS, the Company, formerly known as Regency Realty Corporation, and
the Employee previously entered into a change of control agreement, dated the
1st day of June, 2000 (the "Prior Agreement"); and
WHEREAS, to further induce the Employee to remain as an executive
officer of the Company and a key employee of the Company and/or one or more of
the Regency Entities (as defined below), the Company and the Employee desire to
enter into an amended and restated severance and change of control agreement
(the "Agreement"), which Agreement will replace and supersede the Prior
Agreement; and
WHEREAS, the parties agree that the restrictive covenants underlying
certain of the Employee's obligations under this Agreement are necessary to
protect the goodwill or other business interests of the Regency Entities and
that such restrictive covenants do not impose a greater restraint than is
necessary to protect such goodwill or other business interests.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, including the Employee's agreement to continue as an
executive officer of the Company and as an employee of one or more of the
Regency Entities, the Employee's agreement to provide consulting services
following certain terminations of employment pursuant to the terms hereof, and
the restrictive covenants contained herein, the Employee and the Company agree
as follows:
1. Definitions. The following words, when capitalized in this
Agreement, shall have the meanings ascribed below:
(a) "Affiliate" shall have the meaning given to such term in
Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
(b) "Board" means the Board of Directors of the Company.
{PAGE}
(c) "Cause" means:
(i) the willful and substantial failure or refusal
of the Employee to perform duties assigned to the Employee
(unless the Employee shall be ill or disabled) under
circumstances where the Employee would not have Good Reason to
terminate employment hereunder, which failure or refusal is not
remedied by the Employee within 30 days after written notice
from the Company's Chief Executive Officer or Chief Operating
Officer or the Board of such failure or refusal (for purposes of
clarity, the Employee's poor performance shall not constitute
willful and substantial failure or refusal to perform duties
assigned to the Employee, but the failure to report to work
shall);
(ii) a material breach of the Employee's fiduciary
duties to any Regency Entity (such as obtaining secret profits
from the Regency Entity) or a violation by the Employee in the
course of performing the Employee's duties to any Regency Entity
of any law, rule or regulation (other than traffic violations or
other minor offenses) where such violation has resulted or is
likely to result in material harm to any Regency Entity, and in
either case where such breach or violation constituted an act or
omission performed or made willfully, in bad faith and without a
reasonable belief that such act or omission was within the scope
of the Employee's employment hereunder; or
(iii) the Employee's engaging in illegal conduct
(other than traffic violations or other minor offenses) which
results in a conviction (or a nolo contendere plea thereto)
which is not subject to further appeal and which is injurious to
the business or public image of any Regency Entity.
(d) "Change of Control" shall mean the occurrence of any one
or more of the following events:
(i) an acquisition, in any one transaction or series
of transactions, after which any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), has beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 25% or more
(or an acquisition of an additional 5% or more if such
individual, entity or group already has beneficial ownership of
25% or more) of either the then outstanding shares of Company
common stock or the combined voting power of the then outstand-
ing voting securities of the Company, but excluding, for this
purpose, any such acquisition (A) from the Company, (B) by the
Company or any employee benefit plan (or related trust) of the
Company, (C) by any Security Capital Entity (other than General
Electric Capital Corporation and EB Acquisition Corp.) made
while the standstill provisions of the Shareholders Agreement
are in effect and made in compliance with such provisions, but
excluding an acquisition made in connection with the waiver of
any such standstill provisions, (D) pursuant to the merger
described in the Agreement and Plan of Merger, dated as of
December 14, 2001, by and among Security Capital
2
{PAGE}
Group Incorporated, General Electric Capital Corporation and EB
Acquisition Corp., or (E) by any corporation with respect to
which, following such acquisition, all of the then outstanding
shares of common stock and voting securities of such corporation
are then beneficially owned, directly or indirectly, in
substantially the same proportions, by the beneficial owners of
the common stock and voting securities of the Company
immediately prior to such acquisition;
(ii) 50% or more of the members of the Board (A) are
not Continuing Directors, or (B) whether or not they are
Continuing Directors, are nominated by or elected by the same
Beneficial Owner (for this purpose, a director of the Company
shall be deemed to be nominated or elected, respectively, by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by the Company (whether through purchase, merger
or otherwise) of all or substantially all of the operating
assets or capital stock of another entity;
(iii) the (A) consummation of a reorganization,
merger, share exchange, consolidation or similar transaction,
in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock
and voting securities of the Company immediately prior to such
transaction do not, following such transaction, beneficially
own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and voting securities of
the corporation resulting from such reorganization, merger or
consolidation, (B) consummation of the sale or other disposition
of all or substantially all of the assets of the Company or (C)
approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company, in each case, other
than pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among Security
Capital Group Incorporated, General Electric Capital Corporation
and EB Acquisition Corp.; or
261475
| |
Security Capital
As referenced in this Severance and Change of Control Agreement [Amended and Restated]:
Security Capital Group, Inc – by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc ., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by
_____________
Security
Capital Group Inc – other
than pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among Security
Capital Group Inc orporated, General Electric Capital Corporation
and EB Acquisition Corp.; or
(iv) termination of the standstill provisions in the
Stockholders Agreement.
For clarity, the
_____________
dt 268089
|
| Preview
Full Doc
| 2002 |
Severance and Change of Control Agreement [Amended and Restated]
Severance and Change of Control Agreement [Amended and Restated] (47K)
Doc #261476: Click preview link for longer preview.
AMENDED AND RESTATED
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, effective as of the __ day of April, 2002, is by and
between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and
MARY LOU FIALA (the "Employee").
WHEREAS, the Company, formerly known as Regency Realty Corporation, and
the Employee previously entered into a change of control agreement, dated the
1st day of June, 2000 (the "Prior Agreement"); and
WHEREAS, to further induce the Employee to remain as an executive
officer of the Company and a key employee of the Company and/or one or more of
the Regency Entities (as defined below), the Company and the Employee desire to
enter into an amended and restated severance and change of control agreement
(the "Agreement"), which Agreement will replace and supersede the Prior
Agreement; and
WHEREAS, the parties agree that the restrictive covenants underlying
certain of the Employee's obligations under this Agreement are necessary to
protect the goodwill or other business interests of the Regency Entities and
that such restrictive covenants do not impose a greater restraint than is
necessary to protect such goodwill or other business interests.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, including the Employee's agreement to continue as an
executive officer of the Company and as an employee of one or more of the
Regency Entities, the Employee's agreement to provide consulting services
following certain terminations of employment pursuant to the terms hereof, and
the restrictive covenants contained herein, the Employee and the Company agree
as follows:
1. Definitions. The following words, when capitalized in this
Agreement, shall have the meanings ascribed below:
(a) "Affiliate" shall have the meaning given to such term in
Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
(b) "Board" means the Board of Directors of the Company.
{PAGE}
(c) "Cause" means:
(i) the willful and substantial failure or refusal
of the Employee to perform duties assigned to the Employee
(unless the Employee shall be ill or disabled) under
circumstances where the Employee would not have Good Reason to
terminate employment hereunder, which failure or refusal is not
remedied by the Employee within 30 days after written notice
from the Company's Chief Executive Officer or Chief Operating
Officer or the Board of such failure or refusal (for purposes of
clarity, the Employee's poor performance shall not constitute
willful and substantial failure or refusal to perform duties
assigned to the Employee, but the failure to report to work
shall);
(ii) a material breach of the Employee's fiduciary
duties to any Regency Entity (such as obtaining secret profits
from the Regency Entity) or a violation by the Employee in the
course of performing the Employee's duties to any Regency Entity
of any law, rule or regulation (other than traffic violations or
other minor offenses) where such violation has resulted or is
likely to result in material harm to any Regency Entity, and in
either case where such breach or violation constituted an act or
omission performed or made willfully, in bad faith and without a
reasonable belief that such act or omission was within the scope
of the Employee's employment hereunder; or
(iii) the Employee's engaging in illegal conduct
(other than traffic violations or other minor offenses) which
results in a conviction (or a nolo contendere plea thereto)
which is not subject to further appeal and which is injurious to
the business or public image of any Regency Entity.
(d) "Change of Control" shall mean the occurrence of any one
or more of the following events:
(i) an acquisition, in any one transaction or
series of transactions, after which any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act), has beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
25% or more (or an acquisition of an additional 5% or more if
such individual, entity or group already has beneficial
ownership of 25% or more) of either the then outstanding
shares of Company common stock or the combined voting power of
the then outstanding voting securities of the Company, but
excluding, for this purpose, any such acquisition (A) from the
Company, (B) by the Company or any employee benefit plan (or
related trust) of the Company, (C) by any Security Capital
Entity (other than General Electric Capital Corporation and EB
Acquisition Corp.) made while the standstill provisions of the
Shareholders Agreement are in effect and made in compliance
with such provisions, but excluding an acquisition made in
connection with the waiver of any such standstill provisions,
(D) pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among
Security Capital
2
{PAGE}
Group Incorporated, General Electric Capital Corporation and EB
Acquisition Corp., or (E) by any corporation with respect to
which, following such acquisition, all of the then outstanding
shares of common stock and voting securities of such corporation
are then beneficially owned, directly or indirectly, in
substantially the same proportions, by the beneficial owners of
the common stock and voting securities of the Company
immediately prior to such acquisition;
(ii) 50% or more of the members of the Board (A) are
not Continuing Directors, or (B) whether or not they are
Continuing Directors, are nominated by or elected by the same
Beneficial Owner (for this purpose, a director of the Company
shall be deemed to be nominated or elected, respectively, by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by the Company (whether through purchase, merger
or otherwise) of all or substantially all of the operating
assets or capital stock of another entity;
(iii) the (A) consummation of a reorganization,
merger, share exchange, consolidation or similar transaction,
in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock
and voting securities of the Company immediately prior to such
transaction do not, following such transaction, beneficially
own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and voting securities of
the corporation resulting from such reorganization, merger or
consolidation, (B) consummation of the sale or other disposition
of all or substantially all of the assets of the Company or (C)
approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company, in each case, other
than pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among Security
Capital Group Incorporated, General Electric Capital Corporation
and EB Acquisition Corp.; or
261476
|
Security Capital
As referenced in this Severance and Change of Control Agreement [Amended and Restated]:
Security Capital Group, Inc – by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc ., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by
_____________
Security
Capital Group Inc – other
than pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among Security
Capital Group Inc orporated, General Electric Capital Corporation
and EB Acquisition Corp.; or
(iv) termination of the standstill provisions in the
Stockholders Agreement.
For clarity, the
_____________
dt 268090
;
| Mary Lou Fiala;
Regency Realty Corporation
|
| Preview
Full Doc
| 2002 |
Severance and Change of Control Agreement [Amended and Restated]
Severance and Change of Control Agreement [Amended and Restated] (94K)
Doc #261480: Click preview link for longer preview.
AMENDED AND RESTATED
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, effective as of the __ day of March, 2002, is by and
between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and
MARTIN E. STEIN (the "Employee").
WHEREAS, the Company, formerly known as Regency Realty Corporation, and
the Employee previously entered into a change of control agreement, dated the
1st day of June, 2000 (the "Prior Agreement"); and
WHEREAS, to further induce the Employee to remain as an executive
officer of the Company and a key employee of the Company and/or one or more of
the Regency Entities (as defined below), the Company and the Employee desire to
enter into an amended and restated severance and change of control agreement
(the "Agreement"), which Agreement will replace and supersede the Prior
Agreement; and
WHEREAS, the parties agree that the restrictive covenants underlying
certain of the Employee's obligations under this Agreement are necessary to
protect the goodwill or other business interests of the Regency Entities and
that such restrictive covenants do not impose a greater restraint than is
necessary to protect such goodwill or other business interests.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, including the Employee's agreement to continue as an
executive officer of the Company and as an employee of one or more of the
Regency Entities, the Employee's agreement to provide consulting services
following certain terminations of employment pursuant to the terms hereof, and
the restrictive covenants contained herein, the Employee and the Company agree
as follows:
1. Definitions. The following words, when capitalized in this
Agreement, shall have the meanings ascribed below:
(a) "Affiliate" shall have the meaning given to such term in
Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means:
(i) the willful and substantial failure or refusal
of the Employee to perform duties assigned to the Employee
(unless the Employee shall be ill or disabled) under
circumstances where the Employee would not have Good Reason to
terminate employment hereunder, which failure or refusal is not
remedied by the Employee within 30 days after written notice
from the
{PAGE}
Company's Chief Executive Officer or Chief Operating Officer or
the Board of such failure or refusal (for purposes of clarity,
the Employee's poor performance shall not constitute willful and
substantial failure or refusal to perform duties assigned to the
Employee, but the failure to report to work shall);
(ii) a material breach of the Employee's fiduciary
duties to any Regency Entity (such as obtaining secret profits
from the Regency Entity) or a violation by the Employee in the
course of performing the Employee's duties to any Regency Entity
of any law, rule or regulation (other than traffic violations or
other minor offenses) where such violation has resulted or is
likely to result in material harm to any Regency Entity, and
in either case where such breach or violation constituted an act
or omission performed or made willfully, in bad faith and
without a reasonable belief that such act or omission was within
the scope of the Employee's employment hereunder; or
(iii) the Employee's engaging in illegal conduct
(other than traffic violations or other minor offenses) which
results in a conviction (or a nolo contendere plea thereto)
which is not subject to further appeal and which is injurious to
the business or public image of any Regency Entity.
(d) "Change of Control" shall mean the occurrence of any one
or more of the following events:
(i) an acquisition, in any one transaction or series
of transactions, after which any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), has beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 25% or more
(or an acquisition of an additional 5% or more if such
individual, entity or group already has beneficial ownership of
25% or more) of either the then outstanding shares of Company
common stock or the combined voting power of the then outstand-
ing voting securities of the Company, but excluding, for this
purpose, any such acquisition (A) from the Company, (B) by the
Company or any employee benefit plan (or related trust) of the
Company, (C) by any Security Capital Entity (other than General
Electric Capital Corporation and EB Acquisition Corp.) made
while the standstill provisions of the Shareholders Agreement
are in effect and made in compliance with such provisions, (D)
pursuant to the merger described in the Agreement and Plan of
Merger, dated as of December 14, 2001, by and among Security
Capital Group Incorporated, General Electric Capital Corporation
and EB Acquisition Corp., or (E) by any corporation with respect
to which, following such acquisition, all of the then outstand-
ing shares of common stock and voting securities of such
corporation are then beneficially owned, directly or indirectly,
in substantially the same proportions, by the beneficial owners
of the common stock and voting securities of the Company
immediately prior to such acquisition;
2
{PAGE}
(ii) 50% or more of the members of the Board (A) are
not Continuing Directors, or (B) whether or not they are
Continuing Directors, are nominated by or elected by the same
Beneficial Owner (for this purpose, a director of the Company
shall be deemed to be nominated or elected, respectively, by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by the Company (whether through purchase, merger
or otherwise) of all or substantially all of the operating
assets or capital stock of another entity;
(iii) the (A) consummation of a reorganization,
merger, share exchange, consolidation or similar transaction,
in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock
and voting securities of the Company immediately prior to such
transaction do not, following such transaction, beneficially
own, directly or indirectly, more than 50% of, respectively,
the then outstanding shares of common stock and voting
securities of the corporation resulting from such reorganiza-
tion, merger or consolidation, (B) consummation of the sale or
other disposition of all or substantially all of the assets of
the Company or (C) approval by the shareholders of the Company
of a complete liquidation or dissolution of the Company, in each
case, other than pursuant to the merger described in the
Agreement and Plan of Merger, dated as of December 14, 2001, by
and among Security Capital Group Incorporated, General Electric
Capital Corporation and EB Acquisition Corp.; or
(iv) termination of the standstill provisions in the
Stockholders Agreement.
For clarity, the termination of the standstill provisions
261480
|
Security Capital
As referenced in this Severance and Change of Control Agreement [Amended and Restated]:
Security
Capital Group Inc – provisions, (D)
pursuant to the merger described in the Agreement and Plan of
Merger, dated as of December 14, 2001, by and among Security
Capital Group Inc orporated, General Electric Capital Corporation
and EB Acquisition Corp., or (E) by any corporation with respect
to which, following such acquisition, all of
_____________
Security Capital Group, Inc – by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc ., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by
_____________
Security Capital Group Inc – other than pursuant to the merger described in the
Agreement and Plan of Merger, dated as of December 14, 2001, by
and among Security Capital Group Inc orporated, General Electric
Capital Corporation and EB Acquisition Corp.; or
(iv) termination of the standstill provisions in the
Stockholders Agreement.
For clarity, the
_____________
Security Capital Group Inc – provisions, (D) pursuant to the merger described in the
Agreement and Plan of Merger, dated as of December 14, 2001, by
and among Security Capital Group Inc orporated, General Electric
Capital Corporation and EB Acquisition Corp., or (E) by any
corporation with respect to which, following such acquisition,
all of
_____________
Security Capital Group, Inc – by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc ., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by
_____________
dt 268091
;
| Martin E. Stein;
Regency Realty Corporation
|
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| 2002 |
Severance and Change of Control Agreement [Amended and Restated]
Severance and Change of Control Agreement [Amended and Restated] (46K)
Doc #261481: Click preview link for longer preview.
AMENDED AND RESTATED
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, effective as of the __ day of March, 2002, is by and
between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and
BRUCE M. JOHNSON (the "Employee").
WHEREAS, the Company, formerly known as Regency Realty Corporation, and
the Employee previously entered into a change of control agreement, dated the
1st day of June, 2000 (the "Prior Agreement"); and
WHEREAS, to further induce the Employee to remain as an executive
officer of the Company and a key employee of the Company and/or one or more of
the Regency Entities (as defined below), the Company and the Employee desire to
enter into an amended and restated severance and change of control agreement
(the "Agreement"), which Agreement will replace and supersede the Prior
Agreement; and
WHEREAS, the parties agree that the restrictive covenants underlying
certain of the Employee's obligations under this Agreement are necessary to
protect the goodwill or other business interests of the Regency Entities and
that such restrictive covenants do not impose a greater restraint than is
necessary to protect such goodwill or other business interests.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, including the Employee's agreement to continue as an
executive officer of the Company and as an employee of one or more of the
Regency Entities, the Employee's agreement to provide consulting services
following certain terminations of employment pursuant to the terms hereof, and
the restrictive covenants contained herein, the Employee and the Company agree
as follows:
1. Definitions. The following words, when capitalized in this
Agreement, shall have the meanings ascribed below:
(a) "Affiliate" shall have the meaning given to such term in
Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means:
(i) the willful and substantial failure or refusal
of the Employee to perform duties assigned to the Employee
(unless the Employee shall be ill or disabled) under
circumstances where the Employee would not have Good
{PAGE}
Reason to terminate employment hereunder, which failure or
refusal is not remedied by the Employee within 30 days after
written notice from the Company's Chief Executive Officer or
Chief Operating Officer or the Board of such failure or refusal
(for purposes of clarity, the Employee's poor performance shall
not constitute willful and substantial failure or refusal to
perform duties assigned to the Employee, but the failure to
report to work shall);
(ii) a material breach of the Employee's fiduciary
duties to any Regency Entity (such as obtaining secret profits
from the Regency Entity) or a violation by the Employee in the
course of performing the Employee's duties to any Regency Entity
of any law, rule or regulation (other than traffic violations or
other minor offenses) where such violation has resulted or is
likely to result in material harm to any Regency Entity, and in
either case where such breach or violation constituted an act or
omission performed or made willfully, in bad faith and without a
reasonable belief that such act or omission was within the scope
of the Employee's employment hereunder; or
(iii) the Employee's engaging in illegal conduct
(other than traffic violations or other minor offenses) which
results in a conviction (or a nolo contendere plea thereto)
which is not subject to further appeal and which is injurious to
the business or public image of any Regency Entity.
(d) "Change of Control" shall mean the occurrence of any one
or more of the following events:
(i) an acquisition, in any one transaction or series
of transactions, after which any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), has beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 25% or more
(or an acquisition of an additional 5% or more if such
individual, entity or group already has beneficial ownership of
25% or more) of either the then outstanding shares of Company
common stock or the combined voting power of the then
outstanding voting securities of the Company, but excluding, for
this purpose, any such acquisition (A) from the Company, (B) by
the Company or any employee benefit plan (or related trust) of
the Company, (C) by any Security Capital Entity (other than
General Electric Capital Corporation and EB Acquisition Corp.)
made while the standstill provisions of the Shareholders
Agreement are in effect and made in compliance with such
provisions, (D) pursuant to the merger described in the
Agreement and Plan of Merger, dated as of December 14, 2001, by
and among Security Capital Group Incorporated, General Electric
Capital Corporation and EB Acquisition Corp., or (E) by any
corporation with respect to which, following such acquisition,
all of the then outstanding shares of common stock and voting
securities of such corporation are then beneficially owned,
directly or indirectly, in substantially the same
2
{PAGE}
proportions, by the beneficial owners of the common stock and
voting securities of the Company immediately prior to such
acquisition;
(ii) 50% or more of the members of the Board (A) are
not Continuing Directors, or (B) whether or not they are
Continuing Directors, are nominated by or elected by the same
Beneficial Owner (for this purpose, a director of the Company
shall be deemed to be nominated or elected, respectively, by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by the Company (whether through purchase, merger
or otherwise) of all or substantially all of the operating
assets or capital stock of another entity;
(iii) the (A) consummation of a reorganization,
merger, share exchange, consolidation or similar transaction,
in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock
and voting securities of the Company immediately prior to
such transaction do not, following such transaction,
beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and
voting securities of the corporation resulting from such
reorganization, merger or consolidation, (B) consummation of the
sale or other disposition of all or substantially all of the
assets of the Company or (C) approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company,
in each case, other than pursuant to the merger described in the
Agreement and Plan of Merger, dated as of December 14, 2001, by
and among Security Capital Group Incorporated, General Electric
Capital Corporation and EB Acquisition Corp.; or
(iv) termination of the standstill provisions in the
Stockholders Agreement.
For clarity, the termination of the standstill provisions
261481
|
Security Capital
As referenced in this Severance and Change of Control Agreement [Amended and Restated]:
Security Capital Group Inc – provisions, (D) pursuant to the merger described in the
Agreement and Plan of Merger, dated as of December 14, 2001, by
and among Security Capital Group Inc orporated, General Electric
Capital Corporation and EB Acquisition Corp., or (E) by any
corporation with respect to which, following such acquisition,
all of
_____________
Security Capital Group, Inc – by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc ., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by
_____________
Security Capital Group Inc – other than pursuant to the merger described in the
Agreement and Plan of Merger, dated as of December 14, 2001, by
and among Security Capital Group Inc orporated, General Electric
Capital Corporation and EB Acquisition Corp.; or
(iv) termination of the standstill provisions in the
Stockholders Agreement.
For clarity, the
_____________
dt 268092
;
| Bruce M. Johnson;
Regency Realty Corporation
|