Forest City Realty Trust, Inc. (NYSE:FCE.A) 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.
Trust, Inc. (the Company) approved Change of Control Agreements, as
well as enhanced severance protections (the Severance Enhancements)
under the Forest City Employer, LLC Severance Plan (the Severance
Plan) with certain executives, including Duane F. Bishop, the
Company’s Chief Operating Officer, and Ronald A. Ratner, the
Companys Executive Vice President – Development, both of whom are
named executive officers, as disclosed in the Companys definitive
proxy statement/prospectus, filed with the Securities and Exchange
Commission on May 1, 2017. The descriptions of the Change of
Control Agreements and Severance Enhancements included in this
Current Report on Form 8-K are not complete and are qualified in
their entirety by reference to the full text of the exhibits
attached hereto.
with automatic one-year annual renewals unless either party to the
agreement provides written notice of an intent not to renew at
least 180 days prior to the scheduled expiration of the Change of
Control Agreement. However, in the event that a change of control
of the Company (as defined in the Companys 1994 Stock Plan) occurs
during the term of a Change of Control Agreement, the term of the
agreement would automatically be extended for two years following
the change of control.
severance benefits if, within two years after a change of control,
the executives employment is terminated (i) by the Company for
Disability or other than for Cause, or (ii) by the executive for
Good Reason, as such terms are defined in the Change of Control
Agreement:
executives base salary and average annual bonus for the last three
fiscal years prior to the change of control;
months after termination, with the Company subsidizing 65% of the
applicable COBRA premiums;
one-half of the applicable performance period has lapsed, pro-rata
vesting of any outstanding performance-based short-term and
long-term cash and equity incentive awards (but not in duplication
of any vesting that the executive otherwise might receive in the
event of his or her disability or retirement);
restricted share or restricted share unit awards that otherwise are
subject to a vesting schedule based solely on continued service;
and
termination, at a cost to the Company of not more than $25,000.
reimburse the executive for legal fees and expenses that may be
incurred to enforce the Change of Control Agreement, if the
executive prevails on at least one material claim.
applicable Change of Control Agreement are conditioned upon the
executives release of claims against the Company and the executives
compliance with confidentiality and non-disparagement agreements
and covenants restricting his or her competition with the Company
and solicitation of Company employees or customers for one year
after termination of employment.
and part-time associates of the Company whose employment may be
terminated in qualifying circumstances. Severance benefits under
the Severance Plan include salary continuation benefits, which
generally are calculated based on the associates years of service
at the time of a qualifying termination. An associates entitlement
to severance benefits under the Severance Plan is conditioned upon
his or her release of claims against the Company.
for Ronald A. Ratner and certain other executives, on June 9, 2017,
the Board of Directors of the Company approved a form of letter
agreement between Forest City Employer, LLC and the executives
subject to the Severance Enhancements. to the letter agreement, if
the executives employment is terminated prior to January 1, 2020
under circumstances that would entitle the executive to benefits
under the Severance Plan, he or she will be provided with
continuation benefits under the Severance Plan for a period of no
less than 78 weeks.
agreement providing Severance Enhancements, and the Severance Plan
are included with this Current Report on Form 8-K as Exhibits 10.1,
10.2 and 10.3, respectively, and are incorporated into this Item
5.02 by reference.
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(d)
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Exhibits
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Exhibit
Number
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Description
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10.1
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Form of Change of Control Agreement
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10.2
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Form of Letter Agreement Regarding Severance Plan
Enhancements |
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10.3
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Forest City Employer, LLC Severance Plan
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About Forest City Realty Trust, Inc. (NYSE:FCE.A)
Forest City Realty Trust, Inc. is engaged in the ownership, development, management and acquisition of commercial, and residential real estate and land throughout the United States. The Company’s segments include the Commercial Group, Residential Group, Land Development Group and Corporate Activities. The Commercial Group segment owns, develops, acquires and operates regional malls, specialty/urban retail centers, office and life science buildings, and mixed-use projects. The Residential Group segment owns, develops, acquires and operates residential rental properties, including upscale and middle-market apartments, re-use developments, for-sale condominium projects and subsidized senior housing. The Land Development Group segment acquires and sells both land and developed lots to residential, commercial and industrial customers at its Stapleton project in Denver, Colorado. It conducts all of its business, through the Operating Partnership, Forest City Enterprises, L.P.