Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appreciation-Only LTIP Unit Awards
As part of their annual long term incentive equity award grant, on
The number of performance-based AO LTIP Units granted to each named executive
officer is as follows: (i) 675,675 AO LTIP Units for
Each award of AO LTIP Units to named executive officers, will generally vest on
a graduated basis over a four-year period commencing on the Grant Date, as
follows: as to 50% of the award, on the third anniversary of the Grant Date; and
the remaining 50% of the award, on the fourth anniversary of the Grant Date. The
awards were issued at a participation threshold of
Vesting of the AO LTIP Units is generally contingent on the named executive officer's continued employment through each vesting date, provided that, if such executive's employment terminates following the first anniversary of the Grant Date but prior to the fourth anniversary of the Grant Date without cause or for good reason, or if the executive's employment terminates due to death or disability, the executive will vest in the number of AO LTIPs that become vested on the vesting date that immediately follows such termination, with the number of AO LTIPs that become vested being determined in accordance with the criteria specified above. If the such executive's employment terminates due to executive's retirement, the executive will vest in the full number of AO LTIPs he or she would otherwise be entitled to had they continued to be employed by the Company.
Upon a "change in control" (as defined in the Omnibus Plan) in which the acquirer of the Company (or successor to the Company) does not assume or substitute the AO LTIP Units on substantially the same terms, and provided that the executive remains in employment as of immediately prior to the change in control, executive's AO LTIP Units that remain unvested will become vested as of immediately prior to the consummation of the change in control. If such change in control occurs prior to the third anniversary of the grant date, performance will be calculated based on the price received in connection with the change in control. If such change in control occurs following the third anniversary of the grant date and before the AO LTIP units have become vested, the remaining unvested AO LTIP units will become fully vested.
Copies of the form of Executive AO LTIP Unit Agreements are being filed as Exhibit 10.1 to this Form 8-K, and each is incorporated herein by this reference. The foregoing description of the terms of the AO LTIP Unit Awards is qualified in its entirety by reference to the full text of such award agreements.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 10.1 Form of AO LTIP Unit Agreement 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
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