REGENCY CENTERS CORPORATION Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On January 1, 2020 , Regency Centers Corporation (the "Company") and Regency
Centers, L.P. (the "Partnership") entered into an amended and restated severance
and change of control agreement with Michael J. Mas , the Company's Executive
Vice President, Chief Financial Officer (the "Agreement"). The following summary
is qualified in its entirety by reference to the full text of the Agreement,
which Agreement is filed as Exhibit 10.1 to this Form
8-K.
The Agreement expires on December 31, 2020 and automatically renews for
successive additional
one-year
terms unless either party gives written notice of
non-renewal
at least 90 days before the end of the current term. The following describes the
compensation that will be payable to Mr. Mas on termination of employment.
If Mr. Mas is terminated without "cause" (as defined in the Agreement) or
Mr. Mas terminates his employment for "good reason" (as defined in the
Agreement), in either case other than in connection with a "change of control"
(as defined in the Agreement), then Mr. Mas will receive an amount equal to the
sum of (i) twelve months of base monthly salary in effect on the date employment
terminates, (ii) one hundred percent of the average of the annual cash bonus, if
any, paid with respect to the three calendar years prior to termination of
employment and (iii) the replacement cost of twelve months of medical benefits.
We will pay this amount in a lump sum on the first business day after 60 days
following the separation from service, subject to any deferral required by
Section 409A of the Internal Revenue Code. In addition, all outstanding unvested
stock options, restricted stock awards or stock rights awards that vest solely
on the basis of time will become vested on a
pro-rated
basis, based on the portion of the vesting period that has elapsed on the date
employment terminates. Outstanding performance share awards shall be earned on
the termination date based on the level of achievement of the performance goals
established for such awards as of such date, but then
pro-rated
based on the portion of the performance period that has elapsed as of such
termination date.
If Mr. Mas retires, or if he dies or leaves because of disability, all unvested
stock options, restricted stock or stock rights awards that vest based on
continued employment will vest immediately, and stock options will remain
outstanding for three years following termination due to retirement or death, or
one year following termination due to disability, or, if earlier, through the
end of the original stock option's term. Mr. Mas will remain eligible to receive
performance shares awarded under our equity incentive plans before his
termination if we achieve the stated performance goals during the remainder of
the performance period, as if his employment had not terminated. To qualify for
these benefits on retirement, Mr. Mas must retire after a specified age or with
a combination of age plus years of service, depending on the benefit in
question, as well as give us the required advance notice of retirement.
In the event Mr. Mas has not provided notice of retirement and a change of
control occurs followed by termination by us without cause or by Mr. Mas for
good reason within two years after the change of control, Mr. Mas will receive
an amount equal to the sum of (i) twenty-four months of base monthly salary in
effect on the date of termination, (ii) two hundred percent of the average of
the annual cash bonus, if any, paid with respect to the three calendar years
prior to termination of employment and (iii) the replacement cost of twenty-four
months of medical benefits. We will pay this amount in a lump sum on the first
business day after 60 days following the separation from service, subject to any
deferral required by Section 409A of the Internal Revenue Code. In addition, all
outstanding unvested stock options, restricted stock, stock rights awards and
performance share awards granted on or after the change of control (at the
greater of actual performance
to-date
or target, for any awards subject to performance goals) will vest on the
effective date of the general release of claims executed by Mr. Mas in favor of
the Company, the Partnership and their affiliates. If payments we make in
connection with a change of control would be subject to the excise tax on
"excess parachute payments" imposed by Section 4999 of the Internal Revenue
Code, Mr. Mas will either pay the excise tax or have his payments capped at a
level so there would be no excise tax depending upon which option provides
Mr. Mas with the greatest benefit on an
after-tax
basis.
2
--------------------------------------------------------------------------------
The Agreement also provides that all incentive-based compensation paid to
Exhibit 10.1 2020 Amended and Restated Severance and Change of Control
Agreement by and among Regency Centers Corporation , Regency
Centers, L.P. and Michael J. Mas
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
3
--------------------------------------------------------------------------------
© Edgar Online, source
