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.