UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2012
| LEXINGTON REALTY TRUST | ||
| (Exact name of registrant as specified in its charter) | ||
| Maryland | 1-12386 | 13-3717318 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| One Penn Plaza, Suite 4015, New York, New York | 10119-4015 |
| (Address of principal executive offices) | (Zip Code) |
(212) 692-7200
(Registrant's telephone number, including area code)
| Not Applicable | ||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2012 Executive Incentive Compensation
On December 21, 2012, in addition to and as part of the awards granted under and in accordance with the 2012 Executive Compensation Plan (previously disclosed in our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2012) and the 2011 Equity-Based Award Plan, the Compensation Committee (the “Compensation Committee”) of the Board of Trustees of Lexington Realty Trust (the “Trust”) granted the following annual incentive awards to the named executive officers of the Trust.
Annual Cash Incentive
| Name and Title | 2012 Annual Cash Incentive Award | |||
| T. Wilson Eglin, Chief Executive Officer and President | $ | 1,100,000 | ||
| Patrick Carroll, Executive Vice President, Chief Financial Officer and Treasurer | $ | 575,000 | ||
| E. Robert Roskind, Chairman | $ | 650,000 | ||
| Richard J. Rouse, Vice Chairman and Chief Investment Officer | $ | 650,000 | ||
| Joseph S. Bonventre, Executive Vice President, General Counsel and Assistant Secretary | $ | 390,000 | ||
Up to 50% of the annual cash incentive award may be taken in non-vested shares of beneficial interest of the Trust, par value $0.0001 per share, classified as common stock (“Common Shares”), that vest ratably over a three-year period and with such other terms as set forth following the table below. A portion of the annual cash incentive award equal to one twenty-fourth of the executive's annual base salary was paid in cash on December 14, 2012 pursuant to existing company practice. The remainder of the annual cash incentive award is expected to be paid by December 31, 2012.
Annual Long-Term Incentive
| Name and Title | 2012 Long-Term Incentive Award | |||
| T. Wilson Eglin, Chief Executive Officer and President | $ | 1,150,000 | ||
| Patrick Carroll, Executive Vice President, Chief Financial Officer and Treasurer | $ | 600,000 | ||
| E. Robert Roskind, Chairman | $ | 600,000 | ||
| Richard J. Rouse, Vice Chairman and Chief Investment Officer | $ | 775,000 | ||
| Joseph S. Bonventre, Executive Vice President, General Counsel and Assistant Secretary | $ | 350,000 | ||
The annual long-term incentive award is a grant of non-vested Common Shares. The non-vested Common Shares will (1) have a grant date value equal to the closing price of a Common Share of the Trust on the New York Stock Exchange on December 31, 2012; and (2) vest in equal installments on each of December 31, 2013, December 31, 2014 and December 31, 2015.
The non-vested common share awards granted to each executive are governed by a Nonvested Share Agreement. The form of Nonvested Share Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. This Current Report on Form 8-K describes certain terms of these Nonvested Share Agreements, and such descriptions are qualified in their entirety by reference to the full text of such agreements.
2013 Executive Base Salaries
Also on December 21, 2012, the Compensation Committee determined the 2013 annual base salaries for the named executive officers of the Trust as follows:
| Name and Title | 2013 Base Salary | |||
| T. Wilson Eglin, Chief Executive Officer and President | $ | 600,000 | ||
| Patrick Carroll, Executive Vice President, Chief Financial Officer and Treasurer | $ | 400,000 | ||
| E. Robert Roskind, Chairman | $ | 500,000 | ||
| Richard J. Rouse, Vice Chairman and Chief Investment Officer | $ | 500,000 | ||
| Joseph S. Bonventre, Executive Vice President, General Counsel and Assistant Secretary | $ | 285,000 | ||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Nonvested Share Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lexington Realty Trust | ||
| Date: December 26, 2012 | By: | /s/ Patrick Carroll |
| Patrick Carroll | ||
| Chief Financial Officer | ||
Exhibit Index
10.1 Form of Nonvested Share Agreement
LEXINGTON REALTY TRUST
NONVESTED SHARE AGREEMENT
This AGREEMENT is effective as of December ___, 20___ by and between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”) and _________________________ (the “Participant”).
WITNESSETH THAT:
WHEREAS, the Participant, as an employee of the Company, is eligible to participate in the Lexington Realty Trust 2011 Equity-Based Award Plan (the “Plan”);
WHEREAS, the Company desires to provide an inducement and incentive to the Participant to perform duties and fulfill responsibilities on behalf of the Company at the highest level of dedication and competence;
WHEREAS, the Compensation Committee of Board of Trustees of the Company has approved the grant of the award to the Participant of the common shares of the Company, par value $0.0001 (“Common Shares”), herein, subject to the terms and conditions of the Plan and this Agreement, in order to incentivize the Participant’s performance and to enable the Participant to acquire an equity interest in the Company;
NOW, THEREFORE, in consideration of the agreements hereinafter contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Grant of Shares.
(a) Subject to the restrictions and terms and conditions set forth in this Agreement and the Plan, including the Vesting Period (defined in Section 2 hereof), the Company hereby awards to the Participant ___________ Common Shares as of December __, 20___.
(b) The Participant agrees that the Participant’s ownership of the Common Shares shall be evidenced solely by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated share transfer agent in the Participant’s name. Upon expiration of the applicable portion of the Vesting Period, a certificate or certificates representing the shares of Common Shares as to which the Vesting Period has so lapsed shall be delivered to the Participant by the Company, subject to satisfaction of any tax obligations in accordance with Section 5 hereof.
2. Vesting of Common Shares. Subject to Section 3 hereof, the Common Shares vest as follows, provided that the Participant remains employed by the Company: __________ Common Shares on December __, 20___; __________ Common Shares on December __, 20___; and _________ Common Shares on December __, 20___.
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3. Nontransferability and Acceleration/Forfeiture.
(a) The Participant acknowledges that prior to the expiration of the applicable Vesting Period, the Common Shares may not be sold, transferred, pledged, assigned, encumbered or otherwise disposed of (whether voluntarily or involuntarily or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the applicable portion of the Vesting Period, as set forth in Section 2 hereof, the restrictions set forth in this Agreement with respect to the Common Shares theretofore subject to such expired Vesting Period shall lapse.
(b) Subject to the terms and conditions of any definitive written employment agreement between the Participant and the Company (or, if no such definitive written employment agreement exists, any written severance policy then in effect), if the Participant ceases to be employed by the Company prior to the complete expiration of the Vesting Period , the Participant agrees that all of the Common Shares, that are nonvested in accordance with Section 2 hereof as of the date of such termination, shall be immediately and unconditionally forfeited and will revert to the Company without any action required by the Participant or the Company.
4. Rights as Shareholder. The Participant shall have all rights of a shareholder with respect to the Common Shares for record dates occurring on or after the date of this Agreement and prior to the date any such Common Shares are forfeited in accordance with this Agreement, including without limitation payment to the Participant of any cash dividends or distributions declared during such period with respect to the Common Shares.
5. Withholding Tax Obligations. The Participant acknowledges the existence of federal, state and local income tax and employment tax withholding obligations with respect to the Common Shares and agrees that such obligations must be met. The Participant shall be required to pay and the Company shall have the right to withhold or otherwise require a Participant to remit to the Company any amount sufficient to pay any such taxes no later than the date as of which the value of any Common Shares first become includible in the Participant’s gross income for income or employment tax purposes, provided however that the Compensation Committee of the Board of Trustees may permit the Participant to elect withholding Common Shares otherwise deliverable to the Participant in full or partial satisfaction of such tax obligations, provided further however that the amount of Common Shares so withheld shall not exceed the minimum statutory withholding tax obligation. If tax withholding is required by applicable law, in no event shall Common Shares be delivered to the Participant until he has paid to the Company in cash the amount of such tax required to be withheld by the Company or otherwise entered into an agreement satisfactory to the Company providing for payment of withholding tax. The Participant hereby notifies the Company that he will not make an election with respect to any portion of the Common Shares pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.
6. Limitation of Rights. Nothing contained herein shall be construed as conferring upon the Participant the right to continue in the employ of the Company as a Participant or in any other capacity or to interfere with the Company’s right to discharge him at any time for any reason whatsoever.
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7. Receipt of Plan. The Participant acknowledges receipt of a copy of the Plan and agrees to be bound by all terms and provisions thereof. If and to the extent that any provision herein is inconsistent with the Plan, the Plan shall govern.
8. Assignment. This Agreement shall be binding upon and inure to the benefits of the Company, its successors and assigns and the Participant and his heirs, executors, administrators and legal representatives.
9. Governing Law. This Agreement and the obligation of the Company to transfer Common Shares shall be subject to all applicable federal and state laws, rules and regulations and any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Compensation Committee of the Company shall, in its sole discretion, determine to be necessary or applicable. This Agreement shall be construed in accordance with and governed by the law of the State of New York.
10. Amendment. Except as otherwise permitted by the Plan, this Agreement may not be modified or amended, nor may any provision hereof be waived, in any way except in writing signed by the party against whom enforcement thereof is sought.
11. Execution. This Agreement may be executed in counterparts each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer and the Participant has executed this Agreement effective as of the date first above written.
| LEXINGTON REALTY TRUST | ||
| By: | ||
| Name: | ||
| Title: Authorized Officer | ||
| PARTICIPANT | ||
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