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Change of Control Severance Program
Change of Control Severance Program (38K)
Doc #258068: Click preview link for longer preview.
TAUBMAN CENTERS INC. CHANGE OF CONTROL SEVERANCE PROGRAM
INTRODUCTION
The Board of Directors of Taubman Centers, Inc. (together with its
successors, "Taubman") recognizes that the possibility of a Change of Control
and the uncertainty it creates, may result in the loss or distraction of
employees of the Company to the detriment of Taubman and its shareholders.
The Board considers the avoidance of such loss and distraction to be
essential to protecting and enhancing the best interests of Taubman and its
shareholders. The Board also believes that when a Change of Control is perceived
as imminent, or is occurring, the Board should be able to receive and rely on
disinterested service from employees regarding the best interests of Taubman and
its shareholders without concern that employees might be distracted or concerned
by the personal uncertainties and risks created by the perception of an imminent
or occurring Change of Control.
In addition, the Board believes that it is consistent with the
Company's employment practices and policies and in the best interests of Taubman
and its shareholders to treat fairly its employees whose employment terminates
in connection with or following a Change of Control.
Accordingly, the Board has determined that appropriate steps should be
taken to assure the Company of the continued employment and attention and
dedication to duty of its employees and to seek to ensure the availability of
their continued service, notwithstanding the possibility or occurrence of a
Change of Control.
Therefore, in order to fulfill the above purposes, the following plan
has been developed and is hereby adopted.
1. Establishment of Plan. As of the Effective Date, the Taubman
Centers Inc. Change of Control Severance Program is hereby established, as set
forth in this document.
2. Definitions. As used herein the following words and phrases
shall have the following respective meanings:
(a) Affiliated Company. Any company controlled by,
controlling or under common control with Taubman.
(b) Associate. Any regular, full-time or part-time employee
of Taubman or any Affiliated Company.
(c) Base Salary. The amount a Participant is entitled to
receive as wages or salary on an annualized basis, excluding all bonus, overtime
and incentive compensation, payable by the Company as consideration for the
Participant's services.
(d) Board. The Board of Directors of Taubman.
{PAGE}
(e) Bonus Amount. For Participants who are participants in
the Senior Short Term Incentive Plan, an amount equal to 130% of the higher of
(i) the Participant's target bonus for the year in which the Change of Control
occurs and (ii) the highest target bonus established for the Participant for any
subsequent year (if any). For Participants who are participants in the Specialty
Retail Bonus Plan or the Leasing Bonus (WITY) Plan, an amount equal to the
higher of (i) the average of the Participant's actual bonuses for the three
years immediately preceding the Change of Control (or, if the Participant has
not been employed by the Company for three years prior to the Change of Control,
such lesser number of years during which the Participant was employed by the
Company) or (ii) the highest actual bonus paid to the Participant for any
subsequent year (if any).
(f) Cause. A termination for "Cause" shall have occurred
where a Participant's employment is terminated because of (i) the willful and
continued failure of the Participant to perform substantially the Participant's
duties with the Company (other than any such failure resulting from incapacity
due to physical or mental illness); (ii) the willful engaging by the Participant
in illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Company; or (iii) the Participant's conviction of, or plea of
nolo contendere to, a felony.
(g) Change of Control. The first to occur of any of the
following events:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) other
than an Existing Shareholder (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 33% or more of either (A) the then-outstanding shares of common
stock of Taubman (the "Outstanding Taubman Common Stock") or (B) the
combined voting power of the then-outstanding voting securities of
Taubman entitled to vote generally in the election of directors (the
"Outstanding Taubman Voting Securities"); provided, however, that, for
purposes of this Section 2(g), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from
Taubman, (ii) any acquisition by Taubman, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by
Taubman or any Affiliated Company or (iv) any acquisition by any
corporation pursuant to a transaction that complies with Sections
2(g)(iii)(A), 2(g)(iii)(B) and 2(g)(iii)(C);
(ii) Any time at which individuals who, as of the
Effective Date, constitute the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the
Effective Date whose election, or nomination for election by Taubman's
stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board;
258068
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Taubman
As referenced in this Change of Control Severance Program:
TAUBMAN CENTERS INC – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}5
{FILENAME}may12exe13tosched14d9a.txt
{DESCRIPTION}TAUBMAN CHANGE OF CONTROL SEVERANCE PROGRAM
{TEXT}
TAUBMAN CENTERS INC . CHANGE OF CONTROL SEVERANCE PROGRAM
INTRODUCTION
The Board of Directors of Taubman Centers, Inc. (together with its
successors, "Taubman") recognizes that the
_____________
Taubman Centers, Inc – txt
{DESCRIPTION}TAUBMAN CHANGE OF CONTROL SEVERANCE PROGRAM
{TEXT}
TAUBMAN CENTERS INC. CHANGE OF CONTROL SEVERANCE PROGRAM
INTRODUCTION
The Board of Directors of Taubman Centers, Inc . (together with its
successors, "Taubman") recognizes that the possibility of a Change of Control
and the uncertainty it creates, may result in
_____________
Taubman
Centers Inc – the above purposes, the following plan
has been developed and is hereby adopted.
1. Establishment of Plan. As of the Effective Date, the Taubman
Centers Inc . Change of Control Severance Program is hereby established, as set
forth in this document.
2. Definitions. As used herein the following words
_____________
Taubman Centers Inc – in
the form of a 3-day seminar.
(t) Participant. An Associate who meets the eligibility
requirements of Section 3.
(u) Plan. The Taubman Centers Inc . Change of Control
Severance Program.
{PAGE}
(v) Qualifying Termination. A termination of a Participant's
employment within two years following a Change
_____________
Taubman Centers
Inc – PAGE}
-11-
Exhibit A
Release
(a) General Release. In consideration for the Separation
Benefit and the other benefits provided to Employee under the Taubman Centers
Inc . Change of Control Severance Program (the "Plan"), Employee, to the fullest
extent permitted by law, hereby waives, releases, and discharges the Company,
_____________
dt 322387
;
Taubman
As referenced in this Change of Control Severance Program:
Taubman Co – promulgated under the Exchange Act)
of 33% or more of either (A) the then-outstanding shares of common
stock of Taubman (the "Outstanding Taubman Co mmon Stock") or (B) the
combined voting power of the then-outstanding voting securities of
Taubman entitled to vote generally in the election
_____________
Taubman Co – unless, following such Business Combination, (A) all or
substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Taubman Co mmon Stock and the
Outstanding Taubman Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 50% of
_____________
Taubman Co – or through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior
to such Business Combination of the Outstanding Taubman Co mmon Stock
and the Outstanding Taubman Voting Securities, as the case may be,
(B) no Person (excluding any corporation resulting from such Business
_____________
Taubman Co – v) Termination, non-renewal, material amendment or
material modification of the Master Services Agreement between the
Taubman Realty Group Limited Partnership and The Taubman Co mpany LLC
dated as of November 30, 1992, as amended through the date hereof or
the Corporate Services Agreement between the Taubman and
_____________
Taubman
Co – LLC
dated as of November 30, 1992, as amended through the date hereof or
the Corporate Services Agreement between the Taubman and The Taubman
Co mpany LLC dated as of November 30, 1992, as amended through the date
hereof, other than any such termination, non-renewal, amendment or
_____________
dt 126134
;
|
Taubman Realty
As referenced in this Change of Control Severance Program:
Taubman Realty Group – a
complete liquidation or dissolution of Taubman.
(v) Termination, non-renewal, material amendment or
material modification of the Master Services Agreement between the
Taubman Realty Group Limited Partnership and The Taubman Company LLC
dated as of November 30, 1992, as amended through the date hereof or
the Corporate Services
_____________
dt 126271
|
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Full Doc
| 2003 |
Senior Executive Severance Plan
Senior Executive Severance Plan (29K)
Doc #264539: Click preview link for longer preview.
BOSTON PROPERTIES, INC.
SENIOR EXECUTIVE SEVERANCE PLAN
1. PURPOSE. Boston Properties, Inc. (the "Company") considers it
essential to the best interests of its stockholders to foster the continuous
employment of key management personnel. The Board of Directors of the Company
(the "Board") recognizes, however, that, as is the case with many publicly held
corporations, the possibility of a Change in Control (as defined in Section 2
hereof) exists and that such possibility, and the uncertainty and questions
which it may raise among management, may result in the departure or distraction
of management personnel to the detriment of the Company and its stockholders.
Therefore, the Board has determined that the Boston Properties, Inc. Senior
Executive Severance Plan (the "Plan") should be adopted to reinforce and
encourage the continued attention and dedication of the Executive
Vice-Presidents of the Company, the Chief Financial Officer of the Company and
the Regional Office Heads of the Company (each, a "Covered Employee";
collectively, the "Covered Employees"), to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Change in Control. Nothing in this Plan shall be construed as
creating an express or implied contract of employment and, except as otherwise
agreed in writing between the Covered Employee and the Company or any of its
subsidiaries or affiliates (together with the Company, the "Employers"), the
Covered Employee shall not have any right to be retained in the employ of the
Employers.
2. CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
shall mean the occurrence of any one of the following events:
(a) any "PERSON," as such term is used in Sections 13(d) and 14(d) of
the Act (other than any of the Employers, Mortimer B. Zuckerman, Edward H.
Linde, any "AFFILIATE" or "ASSOCIATE" (as such terms are defined in Rule
12b-2 under the Act) of Mortimer B. Zuckerman or Edward H. Linde, or any
trustee, fiduciary or other person or entity holding securities under any
employee benefit plan or trust of any of the Employers), 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 25 percent or more of 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") (other than as a result of an acquisition of securities
directly from the Company); provided that for purposes of determining the
"BENEFICIAL OWNERSHIP" (as such term is defined in Rule 13d-3 under the
Act) of any "GROUP" of which Mortimer B. Zuckerman, Edward H. Linde or any
of their affiliates or associates is a member (each such entity or
individual, a "Related Party"), there shall not be attributed to the
"BENEFICIAL OWNERSHIP" (as such term is defined in Rule 13d-3 under the
Act) of such group any shares beneficially owned by any Related Party; or
{Page}
(b) persons who, as of the effective date of the Company's initial
public offering of Stock, 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
any person becoming a director of the Company subsequent to such date shall
be considered an Incumbent Director if such person's election was approved
by or such person was nominated for election by either (A) a vote of at
least two-thirds of the Incumbent Directors or (B) a vote of at least a
majority of the Incumbent Directors who are members of a nominating
committee comprised, in the majority, of Incumbent Directors; or
(c) the stockholders of the Company shall approve (A) any
consolidation or merger of the Company 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 60 percent or more of the voting
shares 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 to an unrelated party (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 (a) solely as the result of
an acquisition of securities by the Company which, by reducing the number of
shares of Voting Securities outstanding, increases the proportionate number of
shares of Voting Securities beneficially owned by any person (as defined in the
foregoing clause (a)) to 25 percent or more of the combined voting power of all
then outstanding Voting Securities; PROVIDED, HOWEVER, that if such person shall
thereafter become the beneficial owner of any additional shares of Voting
Securities (other than pursuant to a stock split, stock dividend, or similar
transaction or as a result of an acquisition of securities directly from the
Company), then a "CHANGE OF CONTROL" shall be deemed to have occurred for
purposes of the foregoing clause (a).
3. TERMINATING EVENT. A "Terminating Event" shall mean the termination of
employment of a Covered Employee in connection with any of the events provided
in this Section 3 occurring within twenty-four (24) months following a Change in
Control:
(a) termination by the Employers of the employment of the Covered
Employee with the Employers for any reason other than for Cause or the
death or disability (as determined under the Employers' then existing
long-term disability coverage) of such Covered Employee. "Cause" shall
mean, and shall be limited to, the occurrence of any one or more of the
following events:
(i) a willful act of dishonesty by the Covered Employee with
respect to any matter involving any of the Employers; or
264539
|
BP
As referenced in this Senior Executive Severance Plan:
BOSTON PROPERTIES, INC – {DOCUMENT}
{TYPE}EX-10.19
{SEQUENCE}15
{FILENAME}a2104055zex-10_19.txt
{DESCRIPTION}EXHIBIT 10.19
{TEXT}
{Page}
EXHIBIT 10.19
BOSTON PROPERTIES, INC .
SENIOR EXECUTIVE SEVERANCE PLAN
1. PURPOSE. Boston Properties, Inc. (the "Company") considers it
essential to the best interests of its stockholders to
_____________
Boston Properties, Inc – 15
{FILENAME}a2104055zex-10_19.txt
{DESCRIPTION}EXHIBIT 10.19
{TEXT}
{Page}
EXHIBIT 10.19
BOSTON PROPERTIES, INC.
SENIOR EXECUTIVE SEVERANCE PLAN
1. PURPOSE. Boston Properties, Inc . (the "Company") considers it
essential to the best interests of its stockholders to foster the continuous
employment of key management personnel. The
_____________
Boston Properties, Inc – the departure or distraction
of management personnel to the detriment of the Company and its stockholders.
Therefore, the Board has determined that the Boston Properties, Inc . Senior
Executive Severance Plan (the "Plan") should be adopted to reinforce and
encourage the continued attention and dedication of the Executive
Vice-
_____________
dt 165946
| |
| Full Doc
| 2003 |
Executive Severance Plan
Executive Severance Plan (29K)
Doc #264540: This document is immediately available for purchase, but does not have a preview available for viewing.
264540
|
BP
As referenced in this Executive Severance Plan:
BOSTON PROPERTIES, INC – {DOCUMENT}
{TYPE}EX-10.20
{SEQUENCE}16
{FILENAME}a2104055zex-10_20.txt
{DESCRIPTION}EXHIBIT 10.20
{TEXT}
{Page}
EXHIBIT 10.20
BOSTON PROPERTIES, INC .
EXECUTIVE SEVERANCE PLAN
1. PURPOSE. Boston Properties, Inc. (the "Company") considers it
essential to the best interests of its stockholders to foster
_____________
Boston Properties, Inc – SEQUENCE}16
{FILENAME}a2104055zex-10_20.txt
{DESCRIPTION}EXHIBIT 10.20
{TEXT}
{Page}
EXHIBIT 10.20
BOSTON PROPERTIES, INC.
EXECUTIVE SEVERANCE PLAN
1. PURPOSE. Boston Properties, Inc . (the "Company") considers it
essential to the best interests of its stockholders to foster the continuous
employment of key management personnel. The
_____________
Boston Properties, Inc – the departure or distraction
of management personnel to the detriment of the Company and its stockholders.
Therefore, the Board has determined that the Boston Properties, Inc . Executive
Severance Plan (the "Plan") should be adopted to reinforce and encourage the
continued attention and dedication of the Senior Vice-Presidents
_____________
dt 165947
| |
| Preview
Full Doc
| 2000 |
Summary of Principal Terms of Officer Severance Program
Summary of Principal Terms of Officer Severance Program (57K)
Doc #264987: Click preview link for longer preview.
AVALONBAY COMMUNITIES, INC.
SUMMARY OF PRINCIPAL TERMS OF OFFICER SEVERANCE PROGRAM
The Company's Officer Severance Program is designed to provide
severance protection to officers whose employment is terminated in connection
with a change in control of the Company and who do not have severance protection
under an employment agreement with the Company. The principal features of the
program are described below. This is just a summary and is qualified in its
entirety by reference to the complete text of the Officer Severance Program,
which is available to all officers.
{TABLE}
{CAPTION}
---------------------------------------- --------------------------------------------------------------------
FEATURE SUMMARY OF PROVISION
---------------------------------------- --------------------------------------------------------------------
{S} {C}
1. Officers covered by program All Vice Presidents. Officers with more senior positions who are
not covered by severance arrangements under an agreement with the
Company that provides greater severance benefits are also covered
by the program.
---------------------------------------- --------------------------------------------------------------------
2. Circumstances under which This is a "double trigger" program -- i.e., there must be a change
severance protection provided in control AND the officer's employment must be terminated or
constructively terminated without cause by the Company. Officers
will NOT receive severance benefits in connection with the
following terminations: a voluntary resignation by the officer
under circumstances which do not constitute a "constructive
termination" by the Company; a termination by the Company for
cause; a termination of the officer's employment on account of
death or disability.
---------------------------------------- --------------------------------------------------------------------
3. Definition of "change in control" "Change in Control" is defined in the same way as in the
Company's stock option plan.
---------------------------------------- --------------------------------------------------------------------
4. Period of time in which severance Severance benefits are provided if the officer is terminated or
benefit protection is provided. constructively terminated during the two years following a change
in control or during the six months prior to a change in control.
---------------------------------------- --------------------------------------------------------------------
5. Amount of cash severance An amount of cash equal to one times the sum of (i) base salary plus
(ii) the average cash bonus paid during the prior two years. (The
multiplier is reduced to one-half in the case of a constructive
termination due to a requirement that the officer relocate to a
different metropolitan area). The officer will also receive all
accrued base salary and incentive cash compensation through the date
of termination.
---------------------------------------- --------------------------------------------------------------------
6. Treatment of equity-based awards Accelerated vesting of all unvested options and restricted stock
grants. Options will thereafter be exercisable for the period of time
provided in the applicable option agreement.
---------------------------------------- --------------------------------------------------------------------
7. Welfare benefits (health, dental, Continuation of all benefits for 18 months with COBRA eligibility
life, etc.) thereafter. The Company will not be obligated to continue
contributing the whole life portion of the premiums on split dollar
life insurance policies.
---------------------------------------- --------------------------------------------------------------------
8. Gross-up for excise tax In the event that the officer is subject to the "golden
("golden parachute tax"). parachute tax" rules, the severance benefits will be capped at the
Internal Revenue Code Section 280(G) maximum if the officer is, on a
net after tax basis, better off by so capping the severance benefits.
---------------------------------------- --------------------------------------------------------------------
9. Effect of subsequent employment Cash severance will not be reduced as result of compensation
on severance that the officer receives from a subsequent employer. However, the
---------------------------------------- --------------------------------------------------------------------
1
{PAGE}
---------------------------------------- --------------------------------------------------------------------
benefits. welfare (i.e., insurance) benefits will be reduced to
the extent that the officer obtains comparable benefits from a
subsequent employer.
---------------------------------------- --------------------------------------------------------------------
10. Enforcement of agreement The Company will reimburse the officer for all reasonable legal
fees and expenses incurred in enforcing the agreement. There is a
compulsory arbitration clause.
---------------------------------------- --------------------------------------------------------------------
11. Constructive termination The following constitute a "constructive termination" by the Company
such that the officer can resign during the 24 months following a
change in control (or during the 6 months prior to a change in
control) and receive the severance benefits under the program:
- a material adverse change in functions, duties or
responsibilities
- involuntary relocation of the officer's offices to a location
outside of the metropolitan area where the employee is
principally employed prior to the change in control or
anticipated change in control (note: a termination on account of
a relocation receives a one-half cash lump sum rather than a 1x
cash lump sum)
- Reduction or elimination of any material compensation program
unless comparable or substitute benefits are provided
- Acquiring company fails to honor any compensation arrangement
---------------------------------------- --------------------------------------------------------------------
12. Release As a condition to receiving the severance benefits, an officer
will be required to sign a release of all claims and a one-year
non-solicitation agreement.
---------------------------------------- --------------------------------------------------------------------
13. Other terms The text of the formal program contains a number of important
defined terms and other provisions.
264987
|
AvalonBay
As referenced in this Summary of Principal Terms of Officer Severance Program:
AVALONBAY COMMUNITIES, – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}4
{FILENAME}ex-10_1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{PAGE}
Exhibit 10.1
AVALONBAY COMMUNITIES, INC.
SUMMARY OF PRINCIPAL TERMS OF OFFICER SEVERANCE PROGRAM
The Company's Officer Severance Program is designed to provide
severance protection to
_____________
AVALONBAY COMMUNITIES, – agreement.
---------------------------------------- --------------------------------------------------------------------
13. Other terms The text of the formal program contains a number of important
defined terms and other provisions.
---------------------------------------- --------------------------------------------------------------------
{/TABLE}
2
{PAGE}
AVALONBAY COMMUNITIES, INC.
OFFICER SEVERANCE PLAN
1. PURPOSE. AvalonBay Communities, Inc. (the "COMPANY") considers it
essential to the best interests of its stockholders to
_____________
AvalonBay Communities, – formal program contains a number of important
defined terms and other provisions.
---------------------------------------- --------------------------------------------------------------------
{/TABLE}
2
{PAGE}
AVALONBAY COMMUNITIES, INC.
OFFICER SEVERANCE PLAN
1. PURPOSE. AvalonBay Communities, Inc. (the "COMPANY") considers it
essential to the best interests of its stockholders to foster the continuous
employment of key management personnel.
_____________
AvalonBay Communities, – the departure or distraction
of management personnel to the detriment of the Company and its stockholders.
Therefore, the Board has determined that the AvalonBay Communities, Inc. Officer
Severance Plan (the "PLAN") should be adopted to reinforce and encourage the
continued attention and dedication of the Covered Employees (
_____________
dt 165672
| |
| Preview
Full Doc
| 2003 |
Severance Plan for Executives
Severance Plan for Executives (31K)
Doc #268492: Click preview link for longer preview.
HOST MARRIOTT CORPORATION
SEVERANCE PLAN FOR EXECUTIVES
SECTION 1 PURPOSE
The purpose of the Host Marriott Severance Plan for Executives (Plan) is to provide severance pay and benefits to certain Executives of Host Marriott Corporation and its subsidiaries (collectively the Company) whose employment is terminated by the Company or by the Executive. The severance pay and benefits available under this Plan vary depending upon the Participants title and the circumstances of his or her termination of employment, and they are contingent upon the execution of a release in favor of the Company.
The Plan is intended to be an employee welfare benefit plan as that term is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended. Severance benefits for covered Executives shall be determined exclusively under this Plan. All of the corporate policies and practices regarding severance, or similar payments upon employment termination, with respect to Executives eligible to participate herein are hereby superseded by this Plan. Benefits under this Plan are in no way contingent upon retirement under any Company retirement plan. The severance pay and benefits available under this Plan do not represent the payment of income deferred for services performed during employment.
SECTION 2 DEFINITIONS
The following capitalized terms shall have the meanings set forth in this Section 2 unless the context clearly indicates otherwise:
2.1 Administrator means the Company or its delegees.
2.2 Average Bonus means the sum of the Executives actual paid bonus for the three years prior to the Severance Date divided by three.
2.2 Base Salary means the Executives current annual base salary, excluding the Executives annual bonus and all other forms of compensation and allowances.
2.3 Company means Host Marriott Corporation and its subsidiaries.
2.4 Cause means any conduct that in the reasonable judgment of the Board of Directors is detrimental to the interests of the Company. Such conduct shall include, without limitation:
(A) failing to perform assigned duties in a reasonable manner;
(B) failing to perform assigned duties as a result of incompetence or neglect;
(C) engaging in any act of dishonesty or bad faith with respect to the Company or the Companys affairs;
(D) committing any act or crime that reflects unfavorably on the Executive or the Company; or
(E) engaging in any other conduct that in the reasonable judgment of the Board justifies termination.
A determination of Cause by the Board of Directors shall be final and binding on the parties for all purposes; provided however that such determination may not be arbitrary or capricious.
2.5 Change in Control means:
(A) the acquisition of at least thirty five percent (35%) of the voting stock of the Company by a third party;
(B) the merger, dissolution, liquidation, consolidation, reclassification or other reorganization of the Company in which the Company does not survive or is not the surviving entity;
(C) the sale of the Company under circumstances in which the Company becomes a subsidiary or affiliate of any other individual, partnership, corporation, trust, or other legal entity;
(D) the sale of substantially all of the assets of the Company; or
(E) a determination by the Companys Board of Directors, or by a court or administrative agency with jurisdiction over the Company, that a change of control has occurred.
The term Change in Control shall not include the act of converting the Company to another form of legal entity.
2.6 Disability means a physical or mental infirmity which impairs the Executives ability, with or without reasonable accommodation, to substantially perform his duties as assigned and which continues for a period of at least one hundred eighty (180) days. An Executive on approved Family and Medical leave, workers compensation or other medical or disability related leave will be subject to the appropriate Company leave policy as it applies to returning to work and after returning to work. The Companys determination as to whether Executive is Disabled for purposes of
this Plan shall be final and binding on all parties concerned.
2.7 Effective Date means .
2.8 ERISA means the Employee Retirement Income Security Act of 1974, as amended.
2.9 Executive means any active, full-time Executive of the Company who is listed on Exhibit B hereto, as amended from time to time. These individuals shall include the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Development Officer and individuals with the title of Senior Vice President as determined in the sole and absolute discretion of the Company. For purposes of this Plan, Executive excludes any individual who has an individual employment or severance agreement with the Company.
2.10 Good Reason means the occurrence of any of the following events or conditions:
(A) a materially adverse change in the Executives title, position or level of responsibility without the Executives written consent or the assignment to the Executive of any duties or responsibilities which are inconsistent with his title, position or level of responsibility, except in connection with the termination of his employment for Disability, Cause, as a result of his death, or by the Executive other than for Good Reason;
(B) failure to pay the Executive any compensation or benefits to which he is entitled within fifteen days of the date due; or
(C) the occurrence of any of the following events or conditions in the year immediately following a Change in Control:
(i) a reduction in the Executives Base Pay;
(ii) the failure by the Company to provide the Executive with compensation (including Base Salary and bonus compensation) and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under compensation or employee benefit plans, programs and practices as in effect prior to the Change in Control.
(iii) the Company requiring the Executive to be based at any place outside a 50-mile radius from the work location at which the Executive was based on the Effective Date or such other place as the Executive is assigned prior to the Change in Control, except for reasonably required travel on the Companys business which is not greater than such travel requirements prior to the Change in Control;
(iv) any purported termination of the Executives
268492
|
Host Marriott
As referenced in this Severance Plan for Executives:
HOST MARRIOTT CORP –
EXHIBIT 10.39
EX-10.39 5 dex1039.htm EXHIBIT 10.39
Exhibit 10.39
HOST MARRIOTT CORP ORATION
SEVERANCE PLAN FOR EXECUTIVES
SECTION 1 PURPOSE
The purpose of the Host Marriott Severance Plan for Executives (Plan) is to provide severance
_____________
Host Marriott Corp – PURPOSE
The purpose of the Host Marriott Severance Plan for Executives (Plan) is to provide severance pay and benefits to certain Executives of Host Marriott Corp oration and its subsidiaries (collectively the Company) whose employment is terminated by the Company or by the Executive. The severance pay and benefits
_____________
Host Marriott Corp – the Executives current annual base salary, excluding the Executives annual bonus and all other forms of compensation and allowances.
2.3 Company means Host Marriott Corp oration and its subsidiaries.
2.4 Cause means any conduct that in the reasonable judgment of the Board of Directors is detrimental to
_____________
Host Marriott Corp – an Executive who is notified by the Company in writing that he is listed on Exhibit B hereto.
2.12 Plan means the Host Marriott Corp oration Severance Plan for Executives.
2.13 Plan Year means the calendar year.
2.14 Pro Rata Bonus means the amount equal to
_____________
HOST MARRIOTT CORP – caused its officer, duly authorized by its Board of Directors to execute the Plan effective as of the 6th day of March, 2003.
HOST MARRIOTT CORP ORATION
By:
/s/ Elizabeth A. Abdoo
Name: Elizabeth A. Abdoo
Title: Executive Vice President, General Counsel
and Corporate Secretary
_____________
dt 176377
| |
| Preview
Full Doc
| 2002 |
Management Severance Plan
Management Severance Plan (40K)
Doc #273999: Click preview link for longer preview.
LIBERTY PROPERTY TRUST -
MANAGEMENT SEVERANCE PLAN
TABLE OF CONTENTS
PAGE
----
Section 1 Purpose.........................................1
Section 2 Definitions.....................................1
2.1 Applicable Multiplier...........................1
2.2 Board of Trustees...............................1
2.3A Change of Control...............................1
2.4 Claimant........................................2
2.5 Common Shares...................................2
2.6 Company.........................................2
2.7 Compensation Committee..........................2
2.8 Effective Date..................................3
2.9 Disability......................................3
2.10 Employee........................................3
2.11 Eligible Bonus..................................3
2.12 Extended Leave of Absence.......................3
2.13 Good Reason.....................................3
2.14 Liberty Property Limited Partnership............3
2.15 Liberty Property Trust..........................3
2.16 Notice of Termination...........................3
2.17 Paid Time Off...................................3
2.18 Pay.............................................3
2.19 Plan............................................4
2.20 Severance Pay...................................4
2.21 Subsidiary......................................4
2.22 Termination Date................................4
2.23 Willful Misconduct..............................4
2.24 Year of Pay.....................................4
Section 3 Eligibility.....................................4
3.1 Eligible Employees..............................4
3.2 Disability or Extended Leave of Absence.........4
3.3 Willful Misconduct..............................5
3.4 Good Reason.....................................5
3.5 Termination of Employment.......................6
3.6 Disqualification................................7
Section 4 Severance Benefit Amount........................7
4.1 Severance Pay...................................7
4.2 Increases to Severance Pay......................8
4.3 Unemployment Compensation.......................8
4.4 Sickness; Disability............................8
4.5 Reduction of Severance Pay......................8
4.6 Section 280G(b) of Code.........................8
(a) 8
(c) 9
4.7 Further Actions................................10
Section 5 Distribution of Benefits.......................10
5.1 Payment........................................10
5.2 Deceased Employees.............................10
Section 6 Plan Administration............................10
6.1 Compensation Committee.........................10
6.2 Determinations Conclusive......................10
6.3 Disputes.......................................10
6.4 Payment of Fees................................11
Section 7 Plan Modification or Termination...............12
TABLE OF CONTENTS
PAGE
----
7.1 Automatic Termination..........................12
7.2 Modifications and Amendments...................12
7.3 Determination of Claims........................12
Section 8 General Provisions.............................12
8.1 No Right to Employment.........................12
8.2 Vacancies on Compensation Committee............12
8.3 Assignments....................................13
8.4 Plan Unfunded..................................13
8.5 No Set Off; No Mitigation......................13
8.6 Governing Law..................................13
8.7 Welfare Plan...................................13
SECTION 1
PURPOSE
The Company considers it essential to its best interests to foster the
optimum performance of its management employees. The Company recognizes
the possibility that a Change in Control of the Company or one or more
Subsidiaries may occur, or that the Company may engage in certain other
transactions which may affect its management employees, and that such
possibility, and the uncertainty and questions which it may raise, may
result in the distraction of management to the detriment of the
Company.
In order to encourage management employees to maintain their continued
attention and dedication to their duties and responsibilities, the
Company has adopted this Management Severance Plan.
SECTION 2
DEFINITIONS
As hereinafter used:
2.1 "Applicable Multiplier" with respect to each Employee, which
shall be either 1.99 or 2.99, shall be set forth opposite the name of
such Employee on Exhibit "A."
2.2 "Board of Trustees" means the Board of Trustees of Liberty
Property Trust.
2.3 A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events:
(a) the date on which the shareholders of the Company (or the
Board of Trustees, if shareholder action is not required) approve a
plan or other arrangement pursuant to which the Company will be
dissolved or liquidated, or
(b) the date on which the transactions contemplated by a
definitive agreement to sell or otherwise dispose of substantially all
of the assets of the Company are consummated, other than a transaction
in which the holders of the Common Shares immediately prior to the
transaction will have at least fifty percent (50%) of the voting power
of the acquiring entity's voting securities immediately after such
transaction (without regard to such holders' ownership of such
acquiring entity's voting securities immediately before or
contemporaneously with such transaction), which voting securities are
to be held by such holders immediately following such transaction in
substantially the same proportion among themselves as such holders'
ownership of the Common Shares immediately before such transaction, or
(c) the first date on which (i) the transactions contemplated by
a definitive agreement to merge or consolidate the Company with or into
the other constituent entity, or to merge such other entity with or
into the Company, have been consummated, other than, in any such case,
a merger or consolidation of the Company in which the holders of the
Common Shares immediately prior to the merger or consolidation will
have at least fifty percent (50%) of the voting power of the surviving
entity's voting securities immediately after such merger or
consolidation (without regard to such holders' ownership of such
acquiring entity's voting securities immediately before or
contemporaneously with such merger or consolidation), which voting
securities are to be held by such holders immediately following such
merger or consolidation in substantially the same proportion among
themselves as such holders' ownership of the Common Shares immediately
before such merger or consolidation, and (ii) members of the Board of
Trustees prior to the consummation of such merger or consolidation
cease to constitute a majority of the Board of Trustees, or
(d) the date on which any entity, person or group, within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended (other than the Company or any
Subsidiary or any employee benefit plan sponsored or maintained by the
Company or any Subsidiary), shall have become the beneficial owner of,
or shall have obtained voting control over, more than twenty percent
(20%) of the outstanding Common Shares (without regard to any
contractual or other restriction on the conversion or other exchange of
securities into or for Common Shares), or
(e) the first day after the date on which the Plan is effective
when a majority of the members of the Board of Trustees shall have been
members of the Board of Trustees for less than two (2) years, unless
the nomination for election of each new trustee who was not a trustee
at the beginning of such two (2)-year period was approved by a vote of
at least two-thirds of the trustees then still in office who were
trustees at the beginning of such period.
273999
|
Liberty Property
As referenced in this Management Severance Plan:
Liberty Property Limited – 2.10 Employee........................................3
2.11 Eligible Bonus..................................3
2.12 Extended Leave of Absence.......................3
2.13 Good Reason.....................................3
2.14 Liberty Property Limited Partnership............3
2.15 Liberty Property Trust..........................3
2.16 Notice of Termination...........................3
2.17 Paid Time Off...................................3
2.18 Pay.............................................
_____________
Liberty Property
Limited – Company and any other securities evidencing
the common equity beneficial interest in the Company.
2.6 "Company" means Liberty Property Trust and/or Liberty Property
Limited Partnership, and any successor in interest thereto.
2.7 "Compensation Committee" means a committee composed of John A.
Miller, Frederick F. Buchholz, Stephen
_____________
Liberty Property Limited – the meaning set forth in Section
3.2.
2.13 "Good Reason" has the meaning set forth in Section 3.4.
2.14 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.15 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate
_____________
Liberty Property
Limited – Section
3.2.
2.13 "Good Reason" has the meaning set forth in Section 3.4.
2.14 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.15 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate investment trust.
2.16 "Notice
_____________
Liberty Property Limited – Employee within two (2) years after the
date that the first Severance Pay payment is made to such Employee.
2.21 "Subsidiary" means Liberty Property Limited Partnership and each
other subsidiary of Liberty Property Trust.
2.22 "Termination Date" means the date upon which the Employee's
employment ceases
_____________
dt 182199
;
|
LPT
As referenced in this Management Severance Plan:
LIBERTY PROPERTY TRUST – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}4
{FILENAME}s10k-109.txt
{DESCRIPTION}EXHIBIT 10.9
{TEXT}
EXHIBIT 10.9
LIBERTY PROPERTY TRUST -
MANAGEMENT SEVERANCE PLAN
TABLE OF CONTENTS
PAGE
----
Section 1 Purpose.........................................1
Section 2 Definitions.....................................1
2.1 Applicable Multiplier...........................1
2.2
_____________
Liberty Property Trust. – Bonus..................................3
2.12 Extended Leave of Absence.......................3
2.13 Good Reason.....................................3
2.14 Liberty Property Limited Partnership............3
2.15 Liberty Property Trust. .........................3
2.16 Notice of Termination...........................3
2.17 Paid Time Off...................................3
2.18 Pay.............................................3
2.19 Plan............................................4
2.
_____________
Liberty
Property Trust. – be set forth opposite the name of
such Employee on Exhibit "A."
2.2 "Board of Trustees" means the Board of Trustees of Liberty
Property Trust.
2.3 A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events:
(a)
_____________
Liberty Property Trust – 001 par value, of the Company and any other securities evidencing
the common equity beneficial interest in the Company.
2.6 "Company" means Liberty Property Trust and/or Liberty Property
Limited Partnership, and any successor in interest thereto.
2.7 "Compensation Committee" means a committee composed of John A.
_____________
"Liberty Property Trust" – set forth in Section 3.4.
2.14 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.15 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate investment trust.
2.16 "Notice of Termination" has the meaning set forth in Section
_____________
dt 186932
|
| Preview
Full Doc
| 2001 |
Management Severance Plan
Management Severance Plan (32K)
Doc #274010: Click preview link for longer preview.
LIBERTY PROPERTY TRUST - MANAGEMENT SEVERANCE PLAN
Section 1. Purpose.
The Company considers it essential to its best interests to foster
the optimum performance of its management employees. The Company
recognizes the possibility that a Change in Control of the Company or
one or more Subsidiaries may occur, or that the Company may engage in
certain other transactions which may affect its management employees,
and that such possibility, and the uncertainty and questions which it
may raise, may result in the distraction of management to the detriment
of the Company.
In order to encourage management employees to maintain their continued
attention and dedication to their duties and responsibilities, the
Company has adopted this Management Severance Plan.
Section 2. Definitions.
As hereinafter used:
2.1 The "Board of Trustees" means the Board of Trustees of Liberty
Property Trust.
2.2 A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events:
(i) the date on which the shareholders of the Company (or the
Board of Trustees, if shareholder action is not required) approve a plan
or other arrangement pursuant to which the Company will be dissolved or
liquidated, or
(ii) the date on which the shareholders of the Company (or
the Board of Trustees, if shareholder action is not required) approve a
definitive agreement to sell or otherwise dispose of substantially all
of the assets of the Company, other than a transaction in which the
holders of the Common Shares immediately prior to the transaction will
have at least fifty percent (50%) of the voting power of the acquiring
entity's voting securities immediately after such transaction (without
regard to such holders' ownership of such acquiring entity's voting
securities immediately before or contemporaneously with such
transaction), which voting securities are to be held by such holders
immediately following such transaction in substantially the same
proportion among themselves as such holders' ownership of the Common
Shares immediately before such transaction, or
(iii) the date on which the shareholders of the Company (or
the Board of Trustees, if shareholder action is not required) and the
shareholders of the other constituent entity (or its board of
directors/trustees if shareholder action is not required) have approved
a definitive agreement to merge or consolidate the Company with or into
such other entity, or to merger such other entity with or into the
Company, other than, in any such case, a merger or consolidation of the
Company in which the holders of the Common Shares immediately prior to
the merger or consolidation will have at least fifty percent (50%) of
the voting power of the surviving entity's voting securities immediately
after such merger or consolidation (without regard to such holders'
ownership of such acquiring entity's voting securities immediately
before or contemporaneously with such merger or consolidation), which
voting securities are to be held by such holders immediately following
such merger or consolidation in substantially the same proportion among
themselves as such holders' ownership of the Common Shares immediately
before such merger or consolidation, or
(iv) the date on which any entity, person or group, within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended (other than the Company or any
Subsidiary or any employee benefit plan sponsored or maintained by the
Company or any Subsidiary), shall have become the beneficial owner of,
or shall have obtained voting control over, more than twenty percent
(20%) of the outstanding Common Shares (without regard to any
contractual or other restriction on the conversion or other exchange of
securities into or for Common Shares), or
(v) the first day after the date on which the Plan is
effective when a majority of the members of the Board of Trustees shall
have been members of the Board of Trustees for less than two (2) years,
unless the nomination for election of each new trustee who was not a
trustee at the beginning of such two (2)-year period was approved by a
vote of at least two-thirds of the trustees then still in office who
were trustees at the beginning of such period.
2.3 "Claimant" has the meaning set forth in Section 6.3.
2.4 "Common Shares" means the Common Shares of Beneficial Interest,
$0.001 par value, of the Company and any other securities evidencing the
common equity beneficial interest in the Company.
2.5 "Company" means Liberty Property Trust and/or Liberty Property
Limited Partnership, and any successor in interest thereto.
2.6 "Compensation Committee" means a committee composed of John A.
Miller, Frederick F. Buchholz, Stephen B. Siegel and Thomas C. DeLoach,
Jr., and/or any other individuals appointed to such committee or
substituted for the individuals named above by the Board of Trustees
prior to any Change of Control. Any two (2) such individuals shall
constitute a quorum. All members of the Compensation Committee must be
members of such committee prior to the time a Change of Control occurs.
2.7 "Effective Date" of the Plan is December 1, 2000.
2.8 "Disability" has the meaning set forth in Section 3.2.
2.9 An "Employee" means a person:
(a) whose name is listed in Exhibit "A" hereto, as such
Exhibit may be amended or supplemented by the Compensation Committee
from time to time, or who has been designated in writing by the
Compensation Committee to participate in the Plan (even if such person's
name is not listed in Exhibit "A" hereto); and
(b) who is employed by the Company at the time of a change of
a Change of Control.
The term "Employee" specifically excludes any person (a) who is
receiving severance pay or (b) who signed an agreement pursuant to which
his or her employment will terminate in the future on a date certain.
2.10 "Eligible Bonus" means the largest annual incentive bonus earned
by an eligible Employee over the five (5)-year period preceding a Change
of Control, excluding all commissions and all bonuses awarded by the
Company other than on an annual basis (such as one-time grants of
restricted stock).
2.11 "Extended Leave of Absence" has the meaning set forth in Section
3.2.
2.12 "Good Reason" has the meaning set forth in Section 3.4.
274010
|
Liberty Property
As referenced in this Management Severance Plan:
Liberty Property
Limited – Company and any other securities evidencing the
common equity beneficial interest in the Company.
2.5 "Company" means Liberty Property Trust and/or Liberty Property
Limited Partnership, and any successor in interest thereto.
2.6 "Compensation Committee" means a committee composed of John A.
Miller, Frederick F. Buchholz, Stephen
_____________
Liberty Property Limited – the meaning set forth in Section
3.2.
2.12 "Good Reason" has the meaning set forth in Section 3.4.
2.13 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.14 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate
_____________
Liberty Property
Limited – Section
3.2.
2.12 "Good Reason" has the meaning set forth in Section 3.4.
2.13 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.14 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate investment trust.
2.15 "Notice
_____________
Liberty Property Limited – eligible Employee within two (2) years after the
date that the first Severance Pay is paid to such Employee.
2.20 "Subsidiary" means Liberty Property Limited Partnership and each
other subsidiary of Liberty Property Trust.
2.21 "Termination Date" means the date upon which the Employee's
employment ceases
_____________
Liberty Property Limited
– provided
in this Section 4:
(a) all of such Employee's options or other rights to acquire
Common Shares or partnership interests in Liberty Property Limited
Partnership and all unvested amounts contributed by the Company to the
Company-sponsored tax-qualified defined contribution plan with a cash or
_____________
dt 192628
;
|
LPT
As referenced in this Management Severance Plan:
LIBERTY PROPERTY TRUST – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}4
{FILENAME}s10k-1013.txt
{DESCRIPTION}EXHIBIT - 10.13
{TEXT}
EXHIBIT 10.13
LIBERTY PROPERTY TRUST - MANAGEMENT SEVERANCE PLAN
Section 1. Purpose.
The Company considers it essential to its best interests to foster
the optimum performance of its
_____________
Liberty
Property Trust. – adopted this Management Severance Plan.
Section 2. Definitions.
As hereinafter used:
2.1 The "Board of Trustees" means the Board of Trustees of Liberty
Property Trust.
2.2 A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events:
(i)
_____________
Liberty Property Trust – 001 par value, of the Company and any other securities evidencing the
common equity beneficial interest in the Company.
2.5 "Company" means Liberty Property Trust and/or Liberty Property
Limited Partnership, and any successor in interest thereto.
2.6 "Compensation Committee" means a committee composed of John A.
_____________
"Liberty Property Trust" – set forth in Section 3.4.
2.13 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.14 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate investment trust.
2.15 "Notice of Termination" has the meaning set forth in Section
_____________
Liberty Property Trust, – 3.4.
2.13 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.14 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate investment trust.
2.15 "Notice of Termination" has the meaning set forth in Section 3.5.
2.16 "
_____________
dt 186940
|
| Full Doc
| 2002 |
Executive Severance Plan
Executive Severance Plan (28K)
Doc #488320: This document is immediately available for purchase, but does not have a preview available for viewing.
488320
| | |
| Preview
Full Doc
| 2002 |
Management Severance Plan
Management Severance Plan (40K)
Doc #1116965: Click preview link for longer preview.
LIBERTY PROPERTY TRUST -
MANAGEMENT SEVERANCE PLAN
TABLE OF CONTENTS
PAGE
----
Section 1 Purpose.........................................1
Section 2 Definitions.....................................1
2.1 Applicable Multiplier...........................1
2.2 Board of Trustees...............................1
2.3A Change of Control... . . .
1116965
|
Liberty Property
As referenced in this Management Severance Plan:
Liberty Property Limited – Effective Date..................................3
2.9 Disability......................................3
2.10 Employee........................................3
2.11 Eligible Bonus..................................3
2.12 Extended Leave of Absence.......................3
2.13 Good Reason.....................................3
2.14 Liberty Property Limited Partnership............3
2.15 Liberty Property Trust..........................3
2.16 Notice of Termination...........................3
2.17 Paid Time Off...................................3
2.18 Pay.............................................3
2.19 Plan............................................4
2.20
_____________
Liberty Property
Limited – Interest,
$0.001 par value, of the Company and any other securities evidencing
the common equity beneficial interest in the Company.
2.6 "Company" means Liberty Property Trust and/or Liberty Property
Limited Partnership, and any successor in interest thereto.
2.7 "Compensation Committee" means a committee composed of John A.
Miller, Frederick F. Buchholz, Stephen B. Siegel and Thomas C. DeLoach,
Jr.,
_____________
Liberty Property Limited – 2.12 "Extended Leave of Absence" has the meaning set forth in Section
3.2.
2.13 "Good Reason" has the meaning set forth in Section 3.4.
2.14 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.15 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate investment trust.
2.16 "Notice of Termination"
_____________
Liberty Property
Limited – Absence" has the meaning set forth in Section
3.2.
2.13 "Good Reason" has the meaning set forth in Section 3.4.
2.14 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.15 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate investment trust.
2.16 "Notice of Termination" has the meaning set forth
_____________
Liberty Property Limited – Employee
must be paid to the eligible Employee within two (2) years after the
date that the first Severance Pay payment is made to such Employee.
2.21 "Subsidiary" means Liberty Property Limited Partnership and each
other subsidiary of Liberty Property Trust.
2.22 "Termination Date" means the date upon which the Employee's
employment ceases with the Company or any Subsidiary, as
_____________
dt 1317595
;
|
LPT
As referenced in this Management Severance Plan:
LIBERTY PROPERTY TRUST –
EX-10
4
s10k-109.txt
EXHIBIT 10.9
EXHIBIT 10.9
LIBERTY PROPERTY TRUST -
MANAGEMENT SEVERANCE PLAN
TABLE OF CONTENTS
PAGE
----
Section 1 Purpose.........................................1
Section 2 Definitions.....................................1
2.1 Applicable Multiplier...........................1
2.2 Board of Trustees...............................1
2.3A Change
_____________
Liberty Property Trust. – 2.10 Employee........................................3
2.11 Eligible Bonus..................................3
2.12 Extended Leave of Absence.......................3
2.13 Good Reason.....................................3
2.14 Liberty Property Limited Partnership............3
2.15 Liberty Property Trust. .........................3
2.16 Notice of Termination...........................3
2.17 Paid Time Off...................................3
2.18 Pay.............................................3
2.19 Plan............................................4
2.20 Severance Pay...................................4
2.21 Subsidiary......................................
_____________
Liberty
Property Trust. – either 1.99 or 2.99, shall be set forth opposite the name of
such Employee on Exhibit "A."
2.2 "Board of Trustees" means the Board of Trustees of Liberty
Property Trust.
2.3 A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events:
(a) the date on which the shareholders of
_____________
Liberty Property Trust – the Common Shares of Beneficial Interest,
$0.001 par value, of the Company and any other securities evidencing
the common equity beneficial interest in the Company.
2.6 "Company" means Liberty Property Trust and/or Liberty Property
Limited Partnership, and any successor in interest thereto.
2.7 "Compensation Committee" means a committee composed of John A.
Miller, Frederick F. Buchholz, Stephen B. Siegel
_____________
"Liberty Property Trust" – 2.13 "Good Reason" has the meaning set forth in Section 3.4.
2.14 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.15 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate investment trust.
2.16 "Notice of Termination" has the meaning set forth in Section 3.5.
2.17 "Paid Time Off"
_____________
dt 1474994
|
| Preview
Full Doc
| 2007 |
Change of Control Severance Plan
Change of Control Severance Plan (44K)
Doc #2848184: Click preview link for longer preview.
AMENDED AND RESTATED AMEREN CORPORATION
CHANGE OF CONTROL SEVERANCE PLAN
Introduction
The Board of Directors of Ameren Corporation recognizes that, as is the case with many publicly held corporations, there exists the possibility of a Change of Control of the Company. This possibility and the uncertainty it creates may result in the loss or distraction of senior executives of the Company, to the detriment of the Company and its shareholders.
The Board considers the avoidance of such loss and distraction to be essential to protecting and enhancing the best . . .
2848184
| | |
| Full Doc
| 2007 |
Change in Control Severance Plan
Change in Control Severance Plan (106K)
Doc #2970418: This document is immediately available for purchase, but does not have a preview available for viewing.
2970418
| | |
| Full Doc
| 2007 |
Change in Control Severance Plan
Change in Control Severance Plan (110K)
Doc #3180843: This document is immediately available for purchase, but does not have a preview available for viewing.
3180843
| | |
| Full Doc
| 2007 |
Officer Severance Plan
Officer Severance Plan (21K)
Doc #3195144: This document is immediately available for purchase, but does not have a preview available for viewing.
3195144
|
|