-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PhGvYYD2fLXbKYyDh6dORsqLEBHRhj/48itUPX9m+mBTIER/hNREsndr9LE1Umkn t9V0ksl0HYzUNXSBCR9Yug== 0001444838-10-000003.txt : 20100111 0001444838-10-000003.hdr.sgml : 20100111 20100111171901 ACCESSION NUMBER: 0001444838-10-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100111 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100111 DATE AS OF CHANGE: 20100111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON REALTY TRUST CENTRAL INDEX KEY: 0000910108 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133717318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 10520920 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4015 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: (212) 692-7200 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4015 CITY: NEW YORK STATE: NY ZIP: 10119 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES TRUST DATE OF NAME CHANGE: 19980625 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC DATE OF NAME CHANGE: 19930816 8-K 1 form8k_compensation.htm EMPLOYMENT AGREEMENT EXTENSIONS AND COMPENSATION

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 6, 2010

 

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 Number)

 

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)

 

____________________________________________________

  (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 obligations of the registrant under any of the following provisions

 

___

Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 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))

 

1

 


 

Item 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Employment Agreement Extensions

 

On January 6, 2010, Lexington Realty Trust (the "Trust") entered into separate amendments to the Employment Agreements (each an "Amendment" and collectively, the "Amendments") with each of E. Robert Roskind, the Trust’s Chairman, T. Wilson Eglin, the Trust’s Chief Executive Officer, President and Chief Operating Officer, Richard J. Rouse, the Trust’s Vice Chairman and Chief Investment Officer, and Patrick Carroll, the Trust’s Executive Vice President, Chief Financial Officer and Treasurer (collectively, the "Executives"). The Amendments amend the employment agreements of each of the Executives to extend the expiration of the current term from July 5, 2010 to July 15, 2010, so that the Trust has additional time to negotiate the terms of any renewal or new employment agreements with the Executives.

 

Attached as Exhibit 10.1 to this Current Report on Form 8-K is a copy of the form of Amendment. The description of the Amendments does not purport to be complete and is qualified in their entirety by reference to the copy attached as an exhibit.

 

Executive Compensation

 

On January 8, 2010, the Compensation Committee, after consultation with FPL Associates L.P., an independent compensation consultant, granted the following annual incentive awards to the Executives:

 

 

 

 

 

Name and Title

2009 Annual Incentive Award(1)

2008 Annual Incentive Award(2)

Decrease from 2008 Annual Incentive Award

Percentage Decrease from 2008 Annual Incentive Award

T. Wilson Eglin

$ 275,000

$700,000

$425,000

60.7%

Patrick Carroll

$ 187,500

$510,000

$322,500

63.2%

E. Robert Roskind

$ 220,000

$440,000

$220,000

50.0%

Richard J. Rouse

$ 195,000

$460,000

$265,000

57.6%

__________
(1)     100% in cash.
(2)     50% in cash and 50% in performance based non-vested shares.
 

A portion of the annual incentive award equal to one twenty-fourth of the executive’s base salary was paid in cash on December 15, 2009 pursuant to existing company practice. The remainder of the annual incentive award is payable in cash on January 15, 2010.

 

In addition to the annual incentive awards, the Compensation Committee granted long-term incentive awards under the Lexington Realty Trust 2007 Equity-Based Award Plan consisting of options to purchase common shares of the Trust, as follows:

 

 

2

 


 

 

 

Name and Title

Number of Common Shares Underlying 2010 Share Option Award

Number of Common Shares Underlying Previously Granted 2009 Share Option Award(1)

Percentage Decrease from 2009 Share Option Awards

 

T. Wilson Eglin

330,000

467,500

29.4%

Patrick Carroll

165,000

233,800

29.4%

E. Robert Roskind

200,000

289,900

31.0%

Richard J. Rouse

180,000

233,800

23.0%

__________
(1)  Subject to performance based vesting.

The share option awards (1) have an exercise price of $6.39 per share (the closing price of a common share of the Trust on the New York Stock Exchange on January 8, 2010, which was the grant date); and (2) vest 20% on December 31, 2010, 20% on December 31, 2011, 20% on December 31, 2012, 20% on December 31, 2013 and 20% on December 31, 2014; (4) terminate on the earlier of (x) six months of termination of service with the Trust and (y) December 31, 2019.

 

The share option award granted to each executive is governed by a share option agreement. The form of share option agreement is filed as Exhibit 10.2 to this Current Report. This Current Report describes certain terms of these non-vested share agreements, and such descriptions are qualified in their entirety by reference to the full text of such agreements.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

 

10.1

Form of Third Amendment to Employment Agreements with each of E. Robert Roskind, T. Wilson Eglin, Richard J. Rouse and Patrick Carroll

 

 

10.2

Form of 2010 Share Option Award Agreement

 

3

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Lexington Realty Trust

 

Date: January 11, 2010

By:

/s/ T. Wilson Eglin

 

T. Wilson Eglin

 

Chief Executive Officer

 
 
 
 
 
 
 
 
 
 

 

 


Exhibit Index

 

 

10.1

Form of Third Amendment to Employment Agreements with each of E. Robert Roskind, T. Wilson Eglin, Richard J. Rouse and Patrick Carroll

 

 

10.2

Form of 2010 Share Option Award Agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-10 2 exhibit_thirdamendment.htm EXHIBIT 10.1 - FORM OF THIRD AMENDMENT TO EMPLOYMENT AGREEMENTS

THIRD AMENDMENT TO THE

EMPLOYMENT AGREEMENT

This THIRD AMENDMENT to the Employment Agreement (as defined below), made and effective as of January 6, 2010, by and between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), and ______________________ (the “Executive”):

WHEREAS, the Company and the Executive entered into the Employment Agreement by and between the Company and the Executive, effective as of May 4, 2006, as amended by the First Amendment thereto, effective as of January 1, 2009, and the Second Amendment thereto, effective as of November 3, 2009 (the “Employment Agreement”); and

WHEREAS, the Company and Executive desire and agree to amend the provisions of the Employment Agreement as provided below.

NOW, THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree to amend the Employment Agreement as follows:

1.

Notwithstanding anything to the contrary, the current Additional Term of the Employment Agreement shall expire on July 15, 2010; provided that such term shall be automatically extended for additional periods of one (1) year commencing on the anniversary of July 15, 2010 and each anniversary thereof (such period the “Additional Term”) unless either party shall have given notice to the other party that such party does not desire to extend the term of the Employment Agreement, such notice to be given at least one hundred eighty (180) days prior to the end of the Additional Terms.

2.

Except as modified by this Amendment, the Employment Agreement is hereby ratified and affirmed in all respects. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provision of the Employment Agreement, other than as stated above.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment and such Amendment shall be effective as of the date first above written.

LEXINGTON REALTY TRUST

 

 

By: ____________________________________

 

Name: Joseph S. Bonventre

 

Title: Executive Vice President

EXECUTIVE  

_______________________________________

 

1

 

 

EX-10 3 exhibit_optionagreement.htm EXHIBIT 10.2 - FORM OF 2010 SHARE OPTION AWARD AGREEMENT

LEXINGTON REALTY TRUST

2007 EQUITY-BASED AWARD PLAN

____________________________

2010 Share Option Award Agreement

__________________________________

Award No. ______

You are hereby awarded the following share option (the “Option”) to purchase Shares of Lexington Realty Trust (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Lexington Realty Trust 2007 Equity-Based Award Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached hereto as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.

By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim below. In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement will be made by the Company’s Board of Trustees or any Committee appointed by the Board to administer the Plan, and shall (in the absence of material and manifest bad faith or fraud) be final, conclusive and binding on all parties, including you and your successors in interest. Terms that begin with initial capital letters have the special meanings set forth in the Plan or in this Award Agreement (unless the context indicates otherwise).

1.         Specific Terms. This Option shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Your Name:

 

Type of Stock Option:

Non-Incentive Stock Option (ISO)o

Number of Shares subject to Option:

 

Option Exercise Price per Share:

$6.39

Grant Date:

January 8, 2010

Vesting Schedule:

20% on December 31, 2010, 20% on December 31, 2011, 20% on December 31, 2012, 20% on December 31, 2013 and 20% on December 31, 2014

Expiration Date:

December 31, 2019.

 

 

 

2.         Accelerated Vesting; Change in Corporate Control. To the extent you have not previously vested in your rights with respect to this Award, your Award will become –

 


2010 Stock Option Award Agreement

Lexington Realty Trust

2007 Equity-Based Award Plan

Page 2

January 8, 2010

 

 

100% vested if your Continuous Service ends due to your death or “disability” within the meaning of Section 409A of the Code; and

 

100% vested if your Continuous Service ends due to an Involuntary Termination that occurs within the one-year period following a Change in Control.

Notwithstanding the foregoing, to the extent you have not previously vested in your rights with respect to this Award, your Award will become vested in accordance with your Employment Agreement between you and the Company in effect at such time (“Employment Agreement”).

3.         Term of Option. The term of the Option will expire at 5:00 p.m. (E.D.T. or E.S.T., as applicable) on the Expiration Date.

4.         Manner of Exercise. The Option shall be exercised in the manner set forth in the Plan, using the exercise form attached hereto as Exhibit C. The amount of Shares for which the Option may be exercised is cumulative; that is, if you fail to exercise the Option for all of the Shares vested under the Option during any period set forth above, then any Shares subject to the Option that are not exercised during such period may be exercised during any subsequent period, until the expiration or termination of the Option pursuant to Sections 2 and 6 of this Award Agreement and the terms of the Plan. Fractional Shares may not be purchased.

5.         Termination of Continuous Service. If your Continuous Service with the Company is terminated for any reason, this Option shall terminate on the later of (i) six months from the date of such termination and (ii) the date on which you cease to have any right to exercise the Option pursuant to the terms and conditions set forth herein, in Section 6 of the Plan and in your Employment Agreement.

6.         Designation of Beneficiary. Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you may expressly designate a beneficiary (the “Beneficiary”) to your interest in the Option awarded hereby. You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as Exhibit D (the “Designation of Beneficiary”) and delivering an executed copy of the Designation of Beneficiary to the Company.

7.         Restrictions on Transfer of Awards. This Award Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee. Notwithstanding the foregoing, you may transfer this Option –

 

(i)

by instrument to an inter vivos or testamentary trust (or other entity) in which each beneficiary is a permissible gift recipient, as such is set forth in subsection (ii) of this Section, or

 

(ii)

by gift to charitable institutions or by gift or transfer for consideration to any of the following relatives of yours (or to an inter vivos trust, testamentary trust or other entity primarily for the benefit of the following relatives of

2


2010 Stock Option Award Agreement

Lexington Realty Trust

2007 Equity-Based Award Plan

Page 3

January 8, 2010

 

yours): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

Any transferee of your rights shall succeed and be subject to all of the terms of this Award Agreement and the Plan.

8.         Conditions on Issuance of Shares; Transfer Restrictions. Notwithstanding any other provision of the Plan or of this Award Agreement: (i) the Committee may condition your receipt of Shares on your execution of a shareholder agreement imposing terms generally applicable to other similarly-situated employee-shareholders; and (ii) any Shares issued pursuant to this Award Agreement shall be non-transferable until the first day of the seventh month following the termination of your Continuous Service.

9.         Taxes. Except to the extent otherwise specifically provided in another document establishing contractual rights for you, by signing this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise pursuant to this Award (including taxes arising under Sections 409A or 4999 of the Code), and that neither the Company nor the Administrator shall have any obligation whatsoever to pay such taxes or otherwise indemnify or hold you harmless from any or all of such taxes.

10.       Notices. Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered electronically, personally, or by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records. Each party may, from time to time, by notice to the other party hereto, specify a new e-mail or home address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed.

11.        Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

12.       Modifications. This Award Agreement may be modified or amended at any time, in accordance with Section 15 of the Plan and provided that you must consent in writing to any modification that adversely and materially affects your rights or obligations under this Award Agreement (with such an affect being presumed to arise from a modification that would trigger a violation of Section 409A of the Code).

13.       Headings. Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.

3

 


2010 Stock Option Award Agreement

Lexington Realty Trust

2007 Equity-Based Award Plan

Page 4

January 8, 2010

 

14.       Severability. Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.

15.       Counterparts. This Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

16.       Plan Governs. By signing this Award Agreement, you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.

17.       Investment Purposes. By executing this Award Agreement, you represent and warrant that any Shares issued to you pursuant to your Options will be held for investment purposes only for your own account, and not with a view to, for resale in connection with, or with an intent in participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended.

18.       Not a Contract of Employment. By executing this Award Agreement you acknowledge and agree that (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award Agreement, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but for these acknowledgements and agreements.

19.       Employment Agreement Provision.  By executing this Award, you acknowledge and agree that your rights upon a termination of employment before full vesting of this Award will be determined under your Employment Agreement.

20.        Recoupment of Awards and Proceed. By signing this Award Agreement, you agree to forfeit all or a portion of this Award and to reimburse the Company for any proceeds you receive pursuant to this Award if and to the extent: (i) the payment, grant, or vesting was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement, (ii) in the Board of Directors’ view you engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any substantial affiliate, and (iii) a lower payment, award, or vesting would have occurred based upon the restated financial results.

4

 


2010 Stock Option Award Agreement

Lexington Realty Trust

2007 Equity-Based Award Plan

Page 5

January 8, 2010

 

The Company will, to the extent practicable and allowable under applicable laws, require reimbursement or cancellation of this Award in the amount this Award exceeds the amount that would have been made based on the restated financial results, plus a reasonable rate of interest.

21.       Governing Law. The laws of the State of Maryland shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

 

 

 

 

 

 

 

 

 

 

 

5

 


 

BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the Company agree that the Option is awarded under and governed by the terms and conditions of this Award Agreement and the Plan.

 

LEXINGTON REALTY TRUST

 

By:                                                                                       

 

Name:

 

Title:

 

PARTICIPANT

 

The undersigned Participant hereby accepts the terms of this Award Agreement and the Plan.

 

By:                                                                                    

 

Name of Participant:                                                               

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit A

LEXINGTON REALTY TRUST

2007 EQUITY-BASED AWARD PLAN

____________________________

Plan Document

____________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A-1

 


Exhibit B

LEXINGTON REALTY TRUST

2007 EQUITY-BASED AWARD PLAN

____________________________

Plan Prospectus

____________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

B-1

 


Exhibit C

LEXINGTON REALTY TRUST

2007 EQUITY-BASED AWARD PLAN

___________________________________________________

Form of Exercise of 2010 Share Option Award Agreement

___________________________________________________

Lexington Realty Trust

Attention:

_______________________

 

_______________________

Dear Sir or Madam:

The undersigned elects to exercise his/her Incentive Stock Option to purchase _____ Common Shares of Lexington Realty Trust (the “Company”) under and pursuant to a 2010 Share Option Agreement dated as of January 8, 2010.

1.         o Delivered herewith is a certified or bank cashier’s or teller’s check and/or shares of Common Stock held by the undersigned for at least six months*, valued at the closing sale price of the stock on the business day prior to the date of exercise, as follows:

 

$____________

in cash or check

 

$____________

in the form of ____ Common Shares,

 

valued at $___________ per share

 

$                           

Total

2.         o Delivered herewith are irrevocable instructions to a broker approved by the Company to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price.**

If method 1 is chosen, the name or names to be on the stock certificate or certificates and the address and Social Security Number of such person(s) is as follows:

Name:                                                                                                                                                           

Address:                                                                                                                                                 

Social Security Number: __________________________________________________________

 

Very truly yours,

_________________                                                                                                                         

Date

Optionee

*The Committee may waive the six months’ requirement in its discretion.

**The Committee must approve this method in writing before your election

C-1

 


Exhibit D

LEXINGTON REALTY TRUST

2007 EQUITY-BASED AWARD PLAN

_________________________________

Designation of Beneficiary

_________________________________

In connection with the Awards designated below that I have received pursuant to the Plan, I hereby designate the person specified below as the beneficiary upon my death of my interest in Awards as defined in the Company’s 2007 Equity-Based Award Plan (the “Plan”). This designation shall remain in effect until revoked in writing by me.

 

Name of Beneficiary:  __________________________________________________

 

Address:                    __________________________________________________

 

                                  __________________________________________________

                                       

                                  __________________________________________________

 

Social Security No.:    __________________________________________________

This beneficiary designation relates to any and all of my rights under the following Award or Awards:

 

o

any Award that I have received or ever receive under the Plan.

 

o

the _________________ Award that I received pursuant to an award agreement dated _________  ___, ____ between myself and the Company.

I understand that this designation operates to entitle the above named beneficiary, in the event of my death, to any and all of my rights under the Award(s) designated above from the date this form is delivered to the Company until such date as this designation is revoked in writing by me, including by delivery to the Company of a written designation of beneficiary executed by me on a later date.

Date:                                                                            

By:                                                                     

 

Name of Participant

Sworn to before me this

____day of ____________, 200__

___________________________

Notary Public

County of

_________________

State of

__________________

D-1

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