Columbia Property Trust, Inc. (NYSE:AMP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
|
Departure of Directors or Certain Officers; election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2017 LTIP
On December 13, 2016, the Compensation Committee (the Compensation
Committee) of the Board of Directors (the Board) of Columbia
Property Trust, Inc. (the Company) approved and adopted the 2017
long-term incentive plan for the Companys executive officers and
other eligible employees of the Company (2017 LTIP). The 2017 LTIP
provides for payment of incentive compensation in the form of
time-based restricted shares and performance-based restricted share
awards (performance units) to executive officers and other eligible
employees of the Company for the three-year performance period from
January 1, 2017 to January 1, 2020, as described below. The 2017
LTIP replaces the LTIP program used in prior years, which was based
on a one-year performance period.
Committee) of the Board of Directors (the Board) of Columbia
Property Trust, Inc. (the Company) approved and adopted the 2017
long-term incentive plan for the Companys executive officers and
other eligible employees of the Company (2017 LTIP). The 2017 LTIP
provides for payment of incentive compensation in the form of
time-based restricted shares and performance-based restricted share
awards (performance units) to executive officers and other eligible
employees of the Company for the three-year performance period from
January 1, 2017 to January 1, 2020, as described below. The 2017
LTIP replaces the LTIP program used in prior years, which was based
on a one-year performance period.
The grant date for awards under the 2017 LTIP will be January 1,
2017. For the Companys chief executive officer and chief financial
officer, 35% of the awards under the 2017 LTIP will be time-based
restricted shares, and 65% of the awards will be performance units.
For all other executive officers who are participants in the 2017
LTIP, the mix of awards will be 50% time-based restricted shares
and 50% performance units. The terms of each award are described
below.
2017. For the Companys chief executive officer and chief financial
officer, 35% of the awards under the 2017 LTIP will be time-based
restricted shares, and 65% of the awards will be performance units.
For all other executive officers who are participants in the 2017
LTIP, the mix of awards will be 50% time-based restricted shares
and 50% performance units. The terms of each award are described
below.
Time-Based Restricted Shares. The time-based restricted shares
granted under the 2017 LTIP will vest 25% per year on January 1 of
2018, 2019, 2020 and 2021. Dividends will be paid currently during
the vesting period. Unvested shares will vest in full if the
participant is terminated without cause, dies, or has his/her
employment terminated for a disability (each such event, a
Qualified Termination). Upon a change in control involving a
transaction where the Company is not the surviving entity or does
not remain publicly traded, unvested shares will vest fully upon
the change in control.
granted under the 2017 LTIP will vest 25% per year on January 1 of
2018, 2019, 2020 and 2021. Dividends will be paid currently during
the vesting period. Unvested shares will vest in full if the
participant is terminated without cause, dies, or has his/her
employment terminated for a disability (each such event, a
Qualified Termination). Upon a change in control involving a
transaction where the Company is not the surviving entity or does
not remain publicly traded, unvested shares will vest fully upon
the change in control.
Performance Units. The performance units will be earned over a
three-year performance period from January 1, 2017 through January
1, 2020. During the transition period, participants in the 2017
LTIP will also receive interim awards with one and two-year
performance periods. For three-year awards, 75% of the earned
shares will vest at the conclusion of the performance period and
25% will vest on January 1, 2021. For the interim awards, earned
shares will vest at the end of the applicable performance period.
No dividends or dividend equivalents will be earned during
performance period. Dividends will begin to accrue after shares are
earned.
three-year performance period from January 1, 2017 through January
1, 2020. During the transition period, participants in the 2017
LTIP will also receive interim awards with one and two-year
performance periods. For three-year awards, 75% of the earned
shares will vest at the conclusion of the performance period and
25% will vest on January 1, 2021. For the interim awards, earned
shares will vest at the end of the applicable performance period.
No dividends or dividend equivalents will be earned during
performance period. Dividends will begin to accrue after shares are
earned.
Payout of the performance units will be determined based upon a
comparison of the Companys total shareholder return on a relative
basis to the FTSE NAREIT Equity Office Index at the end of the
applicable performance period. The table below represents
performance targets and potential payout levels based on
performance:
comparison of the Companys total shareholder return on a relative
basis to the FTSE NAREIT Equity Office Index at the end of the
applicable performance period. The table below represents
performance targets and potential payout levels based on
performance:
|
|
|
Performance Target
|
|
Payout
|
|
Below threshold
|
|
25th
percentile |
|
0%
|
|
Threshold
|
|
th percentile
|
|
50%
|
|
Target
|
|
th percentile
|
|
50%
|
|
Maximum
|
|
th percentile or greater
|
|
150%
|
Linear interpolation will apply if performance falls between the
25th>and
75th>percentiles.
25th>and
75th>percentiles.
Upon a Qualified>Termination, unvested awards for which the
performance metric has been achieved (based on a shortened
performance period ending on the date the employment terminates)
shall vest pro-rata based on the number of days the employee was
employed during the performance period. Upon a change in control
involving a transaction in which the Company is not the surviving
entity or does not remain publicly traded, the unvested awards for
which the performance metric has been achieved (based on a
shortened performance period ending on the date of the change in
control) shall fully vest. Upon a Qualified Termination occurring
(i) during the period after the Board approves a change in control
transaction or (ii) during the period within 12 months of the date
of a change in control, then the unvested awards for which the
performance metric has been achieved (based on a shortened
performance period ending on the date of the Qualified Termination)
shall fully vest. Shares issued at the end of the performance
period that remain subject to time-based vesting will vest
immediately.
performance metric has been achieved (based on a shortened
performance period ending on the date the employment terminates)
shall vest pro-rata based on the number of days the employee was
employed during the performance period. Upon a change in control
involving a transaction in which the Company is not the surviving
entity or does not remain publicly traded, the unvested awards for
which the performance metric has been achieved (based on a
shortened performance period ending on the date of the change in
control) shall fully vest. Upon a Qualified Termination occurring
(i) during the period after the Board approves a change in control
transaction or (ii) during the period within 12 months of the date
of a change in control, then the unvested awards for which the
performance metric has been achieved (based on a shortened
performance period ending on the date of the Qualified Termination)
shall fully vest. Shares issued at the end of the performance
period that remain subject to time-based vesting will vest
immediately.
Severance Plan
On December 16, 2016, the Board, acting on the recommendation of
the Compensation Committee, approved and adopted the Columbia
Property Trust, Inc. Executive Severance and Change of Control Plan
(the Severance Plan). The Severance Plan will be effective as of
January 1, 2017. All of the Companys executive officers will be
participants in the Severance Plan (Participants).
the Compensation Committee, approved and adopted the Columbia
Property Trust, Inc. Executive Severance and Change of Control Plan
(the Severance Plan). The Severance Plan will be effective as of
January 1, 2017. All of the Companys executive officers will be
participants in the Severance Plan (Participants).
The Severance Plan generally provides severance or income
protection benefits to Participants in the event of their
termination by the Company upon a change of control or certain
other events. A copy of the Severance Plan is attached hereto as
Exhibit 10.1 and is incorporated herein by reference. The summary
below does not purport to be complete and is qualified in its
entirety by reference to the Severance Plan.>
protection benefits to Participants in the event of their
termination by the Company upon a change of control or certain
other events. A copy of the Severance Plan is attached hereto as
Exhibit 10.1 and is incorporated herein by reference. The summary
below does not purport to be complete and is qualified in its
entirety by reference to the Severance Plan.>
By the Company Without Cause or by the Executive for Good Reason
If a Participants employment is terminated by the Company without
“cause” or by the Participant for “good reason” (as defined in
the Severance Plan), then, subject to the condition that the
Participant executes a general release:
“cause” or by the Participant for “good reason” (as defined in
the Severance Plan), then, subject to the condition that the
Participant executes a general release:
|
|
the Company will pay an amount equal to the product of: (1) a
“Severance Multiple,” equal to 2.0 for the Chief Executive Officer , 1.5 for the Chief Financial Officer and 1.0 for other Participants; and (2) the sum of: (a) the Participant’s base salary; and (b) the average of the actual annual cash incentive compensation received by the executive during the prior three years (or such shorter period, as applicable); |
|
|
any unvested time-based equity awards will vest immediately,
and any unvested equity awards that are subject to subsequent performance-based vesting conditions will vest, if at all, in accordance with the terms of the applicable award agreement; and |
|
|
continuation of medical benefits comparable to the Companys
other executives for a period of years equal to the Severance Multiple. |
Change in Control
In the event that during the period (i) after the Board approves a
“change in control” (as defined in the Severance Plan)
transaction and ending on the date on which a change in control
transaction is consummated or is terminated or abandoned or (ii)
within 12 months after the occurrence of a change in control of the
Company, the Participants employment is terminated by the Company
without “cause” or by the Participant with “good reason,”
generally referred to as a “double trigger,” then, subject to the
condition that the Participant execute a general release, the
Company will provide the payments and benefits set forth above,
except the Severance Multiple will be equal to 3.0 for the Chief
Executive Officer and 2.0 for the Chief Financial Officer and any
unvested equity awards will vest, if at all, in accordance with the
terms of the applicable award agreement.
“change in control” (as defined in the Severance Plan)
transaction and ending on the date on which a change in control
transaction is consummated or is terminated or abandoned or (ii)
within 12 months after the occurrence of a change in control of the
Company, the Participants employment is terminated by the Company
without “cause” or by the Participant with “good reason,”
generally referred to as a “double trigger,” then, subject to the
condition that the Participant execute a general release, the
Company will provide the payments and benefits set forth above,
except the Severance Multiple will be equal to 3.0 for the Chief
Executive Officer and 2.0 for the Chief Financial Officer and any
unvested equity awards will vest, if at all, in accordance with the
terms of the applicable award agreement.
Death or Disability
In the event that the Participants employment terminates due to
death or disability, any unvested time-based equity awards will
vest immediately and any unvested equity awards that are subject to
subsequent performance-based vesting conditions will vest, if at
all, in accordance with the terms of the applicable award
agreement. The Participant will also receive a pro rata portion of
such Participants annual cash bonus for the year in which
termination of employment occurs but will not receive any other
severance payments.
death or disability, any unvested time-based equity awards will
vest immediately and any unvested equity awards that are subject to
subsequent performance-based vesting conditions will vest, if at
all, in accordance with the terms of the applicable award
agreement. The Participant will also receive a pro rata portion of
such Participants annual cash bonus for the year in which
termination of employment occurs but will not receive any other
severance payments.
Termination for Cause or Voluntary Termination without Good Reason
In the event that the Participants employment is terminated for
cause or the Participant voluntarily terminates employment without
good reason, no severance payments will be made and all unvested
equity awards will be forfeited.
cause or the Participant voluntarily terminates employment without
good reason, no severance payments will be made and all unvested
equity awards will be forfeited.
Miscellaneous
No tax gross ups will be paid under the Severance Plan. However, if
any payments or benefits provided to a Participant under the
Severance Plan or otherwise would constitute parachute payments and
be subject to the excise tax imposed under Section 4999 of the
Internal Revenue Code, as amended, the payments or benefits will be
reduced by the amount required to avoid the excise tax if such a
reduction would give the executive a better after-tax result than
if he/she received the full payments and benefits.
any payments or benefits provided to a Participant under the
Severance Plan or otherwise would constitute parachute payments and
be subject to the excise tax imposed under Section 4999 of the
Internal Revenue Code, as amended, the payments or benefits will be
reduced by the amount required to avoid the excise tax if such a
reduction would give the executive a better after-tax result than
if he/she received the full payments and benefits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Columbia Property Trust, Inc. Executive Severance and Change
of Control Plan
of Control Plan
About Columbia Property Trust, Inc.> (NYSE:AMP)
Ameriprise Financial, Inc. is a diversified financial services company that offers financial solutions to individual and institutional clients. The Company operates in five segments: Advice & Wealth Management; Asset Management; Annuities; Protection, and Corporate & Other. The Advice & Wealth Management segment provides financial planning and advice, as well as brokerage services, primarily to retail clients through advisors. The Asset Management segment provides investment advice and investment products to retail, high net worth and institutional clients on a global scale through Columbia Threadneedle Investments. The Annuities segment provides RiverSource variable and fixed annuity products to individual clients. The Protection segment offers a range of products to address the protection and risk management needs of retail clients. The Company’s Corporate & Other segment consists of net investment income or loss on corporate level assets. Columbia Property Trust, Inc.> (NYSE:AMP) Recent Trading Information
Columbia Property Trust, Inc.> (NYSE:AMP) closed its last trading session up +2.07 at 113.48 with 845,037 shares trading hands.