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REG > SEC Filings for REG > Form 8-K on 24-Dec-2013All Recent SEC Filings

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Form 8-K for REGENCY CENTERS CORP


24-Dec-2013

Change in Directors or Principal Officers


Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On December 20, 2013, Regency Centers Corporation entered into an amended and restated severance and change of control agreement with each of the following executive officers (the "executive officers"): Martin E. Stein, Jr., Chairman and CEO; Brian M. Smith, President and Chief Operating Officer, Lisa Palmer, Executive Vice President and CFO, Dan M. Chandler, III, Managing Director - West, John S. Delatour, Managing Director - Central, and James D. Thompson, Managing Director - East (collectively, the "Agreements") effective as of January 1, 2014. The following summary is qualified in its entirety by reference to the full text of the Agreement for each executive officer, which Agreements are filed as exhibits to this Form 8-K.
The Agreements expire on December 31, 2016 and automatically renew for successive additional three-year terms unless either party gives written notice of non-renewal at least 90 days before the end of the current term. The following describes the compensation that will be payable to the executive officers on termination of employment under these Agreements. If we terminate the executive without "cause" (as defined below) or the executive terminates employment for "good reason" (as defined below), in either case other than in connection with a "change of control" (as defined below), Messrs. Stein and Smith and Ms. Palmer will receive an amount equal to the sum of (i) eighteen months of the executive's base monthly salary in effect on the date the executive's employment terminates, (ii) one hundred fifty percent of the average of the annual cash bonus, if any, paid to the executive with respect to the three calendar years prior to termination of employment and (iii) the replacement cost of eighteen months of the executive's medical benefits. Similarly, Messrs. Chandler, Delatour and Thompson will receive an amount equal to the sum of (i) twelve months of the executive's base monthly salary in effect on the date the executive's employment terminates, (ii) one hundred percent of the average of the annual cash bonus, if any, paid to the executive with respect to the three calendar years prior to termination of employment and (iii) the replacement cost of twelve months of the executive's medical benefits. We will pay this amount in a lump sum on the first business day after 60 days following the executive's separation from service, subject to any deferral required by
Section 409A of the Internal Revenue Code.
If the executive retires, or if the executive dies or leaves because of disability, all unvested stock options or stock rights awards that vest based on continued employment will vest immediately, and the executive's stock options will remain outstanding for three years following the executive's termination due to retirement or death, or one year following the executive's termination due to disability, or, if earlier, through the end of the original stock option's term. The executive will remain eligible to receive performance shares awarded under our equity incentive plans before termination if we achieve the stated performance goals during the remainder of the performance period, as if the executive's employment had not terminated. To qualify for these benefits on retirement, the executive must retire after a specified age or with a combination of age plus years of service, depending on the benefit in question, as well as give us the required advance notice of retirement.
In the event of a change of control and termination of the executive by us without cause or by the executive for good reason within two years after the change of control, Messrs. Stein and Smith will receive an amount equal to the sum of (i) thirty-six months of the executive's base monthly salary in effect on the date the executive's employment terminates, (ii) three hundred percent of the average of the annual cash bonus, if any, paid to the executive with respect to the three calendar years prior to termination of employment and (iii) the replacement cost of thirty-six months of the executive's medical benefits. Similarly, Ms. Palmer and Messrs. Chandler, Delatour and Thompson will receive an amount equal to the sum of (i) twenty-four months of the executive's base monthly salary in effect on the date the executive's employment terminates, (ii) two hundred percent of the average of the annual cash bonus, if any, paid to the executive with respect to the three calendar years prior to termination of employment and (iii) the replacement cost of twenty-four months of the executive's medical benefits. We will pay this amount in a lump sum on the first business day after 60 days following the executive's separation from service, subject to any deferral required by Section 409A of the Internal Revenue Code. In addition, all unvested stock options or stock rights awards will vest immediately. Unearned performance shares also will vest in full. If payments we make in connection with a change of control would be subject to the excise tax on "excess parachute payments" imposed by Section 4999 of the Internal Revenue Code, then the payments will be scaled back until they are no longer subject to excise tax.
The definition of "cause" includes:
conviction of a felony;

            a material breach of the agreement or our policies and procedures
             and failure to cure the breach, if capable of cure, within 30 days
             after written notice by us of the breach;


            willful or gross misconduct or willful or gross negligence in the
             performance of the executive's duties;

fraud, misappropriation or embezzlement; or

            failure to meet the reasonable expectations of management regarding
             the performance of the executive's duties or engaging in conduct
             that could reasonably be expected to harm our reputation and failure
             to cure the breach, if capable of cure, within 30 days after written
             notice by us of the breach.


The definition of "good reason" tracks the definition in regulations under
Section 409A of the Internal Revenue Code and includes the following, if the executive has given written notice of the condition within 90 days of its occurrence and the condition remains in effect for 30 days after the notice:
a material diminution in the authority, duties or responsibilities of the executive;

a material diminution in the budget over which the executive retains authority;

a material diminution in the executive's base compensation;

            a material change in the geographic location at which the executive
             must perform his duties; or


            any other action or inaction by us that constitutes a material
             breach of the agreement or any other agreement pursuant to which the
             executive provides services to us.

The definition of "change of control" tracks the definition in regulations under
Section 409A of the Internal Revenue Code and includes:

            the acquisition of our stock as a result of which any person or
             group owns more than 50% of the total fair market value of our stock
             (subject to limited exceptions);


            the acquisition of our voting securities over a period of 12 months
             as a result of which any person or group owns at least 30% of the
             total voting power of our stock (subject to limited exceptions);


            a majority of our board is replaced during any 12-month period by
             directors whose appointment or election was not endorsed by a
             majority of the board prior to the date of the appointment or
             election;


            the acquisition over a period of 12 months as a result of which any
             person or group has acquired assets from us having a total gross
             fair market value of more than 50% of the total gross fair market
             value of all our assets immediately before the acquisition (subject
             to limited exceptions).

For one year after termination of employment for any reason, the executive is prohibited from:

            directly or indirectly soliciting (1) any of our employees to leave
             Regency or (2) any prospective employees negotiating with Regency on
             the date of termination to cease negotiations; or


            directly or indirectly soliciting our tenants or other parties to
             terminate lease, joint venture, acquisition, business combination or
             development contracts to which we were a party on the date of
             termination, or soliciting prospects with whom we were actively
             conducting negotiations for a lease, joint venture, acquisition,
             business combination or development project on the date of
             termination of employment (unless the executive was not aware of the
             negotiations).

The agreements also require the executive to provide consulting services to us for up to 20 hours a month during the six months after any termination of employment.

Item 9.01(d)   Financial Statements and Exhibits

Exhibit 10.1       2014 Amended and Restated Severance and Change of Control
                   Agreement by and between Regency Centers Corporation and
                   Martin E. Stein, Jr.


Exhibit 10.2       2014 Amended and Restated Severance and Change of Control
                   Agreement by and between Regency Centers Corporation and Brian
                   M. Smith


Exhibit 10.3       2014 Amended and Restated Severance and Change of Control
                   Agreement by and between Regency Centers Corporation and Lisa
                   Palmer


Exhibit 10.4       2014 Amended and Restated Severance and Change of Control
                   Agreement by and between Regency Centers Corporation and Dan
                   M. Chandler, III


Exhibit 10.5       2014 Amended and Restated Severance and Change of Control
                   Agreement by and between Regency Centers Corporation and John
                   S. Delatour


Exhibit 10.6       2014 Amended and Restated Severance and Change of Control
                   Agreement by and between Regency Centers Corporation and James
                   D. Thompson


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