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| OFC > SEC Filings for OFC > Form 8-K on 19-Jun-2012 | All Recent SEC Filings |
19-Jun-2012
Change in Directors or Principal Officers, Amendments to Articl
On June 14, 2012, Corporate Office Properties Trust (the "Registrant") and its subsidiary, Corporate Office Properties, L.P. (the "Operating Partnership"), entered into an employment agreement (the "Agreement") with Stephen E. Riffee, the Registrant's Executive Vice President and Chief Financial Officer. The Agreement replaces Mr. Riffee's prior employment agreement dated July 31, 2006, as subsequently amended. The Agreement commences on August 15, 2012 and expires on the later of March 31, 2015 or, in the event of a "Change in Control," as defined in the Agreement, occurring prior to March 31, 2015, the 12 month anniversary of the effective date of such a Change in Control. In the event that Mr. Riffee's employment continues following the expiration of the Agreement, his employment shall be "at will" unless a new employment agreement is entered into relating to his continuing employment. Under the Agreement, Mr. Riffee's minimum base salary is $430,000 per year. Mr. Riffee's base salary is subject to review at least annually by the Operating Partnership. He is eligible to receive annual cash performance bonuses from the Operating Partnership. He is eligible to receive equity awards from the Operating Partnership and/or the Registrant to the extent the Operating Partnership and/or the Registrant maintains an equity award plan or similar program in which senior officers may participate. He is also entitled to participate in all plans and benefits generally accorded to employees of the Operating Partnership.
The Agreement provides for the following severance package in the event of Mr.
Riffee's termination by the Operating Partnership during the term of the
Agreement for any reason other than death, disability or "for cause," as defined
in the Agreement, or if he is "Constructively Discharged," as defined in the
Agreement: (1) payment equal to his base annual salary multiplied by two;
(2) payment equal to the amount of his target annual cash performance bonus
determined by the Operating Partnership for the year of termination, or prior
year if a target has not yet been set for the year of termination, (the "Target
Bonus") multiplied by two; (3) a pro-rated annual cash performance bonus for the
year of termination through the date of termination (and the prior year if the
performance bonus for such year has not yet been determined) based on the amount
of his Target Bonus; (4) the right to exercise stock options granted under any
stock option or share incentive plan established by the Registrant for up to 18
months following termination; (5) full vesting of previously unvested equity
awards under any stock plan or similar program to the extent such equity awards
are subject to a time-based vesting schedule, and any accelerated vesting of
equity awards under any stock plan or similar program that is subject to
performance-based vesting shall occur in accordance with the terms of the
applicable agreements; and (6) continuing coverage under the Operating
Partnership's group medical, dental and vision plans for 12 months following
termination unless such benefits are available to him through other employment
after termination. In the event of Mr. Riffee's termination in connection with,
or within 12 months after, a "Change in Control," as defined in the Agreement,
the Agreement provides for the payments and benefits set forth above, except
that in lieu of the payments described above that are based on his annual base
salary and Target Bonus multiplied by two, such payments would be equal to his
annual base salary multiplied by 2.99 and his Target Bonus multiplied by 2.99.
The Agreement also provides for the following severance package in the event of
Mr. Riffee's termination by the Operating Partnership concurrently with or after
the expiration of the term for any reason, other than termination upon death,
disability or "for-cause," as defined in the Agreement: payment equal to the sum
of his base annual salary plus his Target Bonus.
Mr. Riffee is required under the Agreement to devote his full business time to the business and affairs of the Operating Partnership and the Registrant, and he is restricted in his ability to compete directly or indirectly with the Operating Partnership during the term of the Agreement and for a period thereafter.
The description set forth above is only a summary of the Agreement and is qualified in its entirety by reference to the full Agreement, which is filed herewith as Exhibit 99.1.
The foregoing summary is qualified in its entirety by reference to the amendment, which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
None
(d) Exhibits
Exhibit Number Exhibit Title
3.1 Articles of Amendment of Amended and Restated Declaration of Trust
99.1 Employment Agreement, dated June 14, 2012, between Corporate
Office Properties, L.P., Corporate Office Properties Trust, and
Stephen E. Riffee.
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