|
Quotes & Info
|
| TCO > SEC Filings for TCO > Form 8-K on 6-Oct-2009 | All Recent SEC Filings |
6-Oct-2009
Change in Directors or Principal Officers, Financial Statements and Exhibits
Resignation of Mr. Parker
On October 4, 2009 (the "Separation Date"), Morgan Parker resigned as
President of The Taubman Company Asia Limited (the "Company") as well as other
officer and director positions with affiliates and direct and indirect
subsidiaries of the Company. Taubman Centers, Inc. issued a related press
release, a copy of which is attached as Exhibit 99 to this report and is
incorporated herein by reference.
Separation Agreement
In connection with such resignation, Mr. Parker and the Company entered into
a Separation Agreement and Release, dated as of the Separation Date (the
"Separation Agreement"), which terminates Mr. Parker's employment agreement with
the Company, dated April 11, 2008 (the "Employment Agreement"). The Separation
Agreement provides for the discontinuance of Mr. Parker's current compensation
and benefits as of the Separation Date except the Company will pay:
• Mr. Parker's salary ($1.1 million per annum) on the Company's regular pay
days until April 11, 2011, subject to Mr. Parker making a good faith effort
to obtain comparable employment and a dollar-for dollar offset for any cash
compensation earned from such employment after April 11, 2010 through
April 11, 2011; and
• Approximately $6,000 per month of allowances on the Company's regular pay days until the earlier of April 11, 2011 and the date on which Mr. Parker obtains full-time employment.
As consideration for such compensation and benefits, Mr. Parker:
• Provided a full general waiver and release of known or unknown claims and
causes of action for the benefit of the Company and other specified entities
and persons.
• For a period ending April 11, 2012, agreed not to (A) engage in any business or activity that is competitive with the actual or prospective business of the Company or its direct or indirect parent, subsidiaries and/or affiliates, (B) own, manage, maintain, consult with, operate, acquire any interest in (other than 5% or less of the common stock of a publicly traded company), or otherwise assist or be connected with any person that owns, leases and/or manages a retail real estate portfolio in excess of one million square feet in the applicable territory, or (C) undertake any efforts toward pre-incorporating, incorporating, financing or commencing any business or activity that is competitive with the actual or prospective business of the Company or its parent, subsidiaries and/or affiliates.
• Agreed to remain bound by the conflicts of interest and non-solicitation provisions (through April 11, 2012) and the confidentiality provisions specified in the Employment Agreement.
Assignment of Membership Interest in Taubman Properties Asia LLC On the Separation Date, Mr. Parker assigned his 10% membership interest in Taubman Properties Asia LLC to an affiliate of the Company for a nominal amount.
Exhibit Description
99 Press Release, dated October 5, 2009, entitled "Taubman Asia's Morgan
Parker Steps Down"
|
|
|