SITE CENTERS CORP. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
On
Chief Executive Officer Employment Agreement
The material terms of the new Employment Agreement are summarized below:
Base Salary
• Annual base salary rate of not less than$900,000 per year;
Annual Incentive Compensation
• Eligibility to receive an annual cash incentive, with the actual payout
determined based on the factors and criteria established by the Compensation
Committee (the "Committee") of the Board of Directors of the Company (the
"Board") after consultation with Mr. Lukes and, for any partial calendar year
during the contract term (other than 2020), pro-rated based on the number of
days Mr. Lukes is employed by the Company during such calendar year. The
threshold, target and maximum payout levels for the annual cash incentive
(including for the 2020 annual cash incentive) are 75%, 150% and 250%,
respectively, of Mr. Lukes' year-end base salary rate;
• Opportunity for Mr. Lukes to elect, no later than October 31 of each calendar
year during the contract term (or such other date determined by the
Committee), to receive up to 100% of his annual cash incentive payout (if
any) for such calendar year in the form of a grant of service-based
restricted share units ("RSUs") covering a number of the Company's Common
Shares, par value $0.10 per share ("Shares"), valued at 1.2 times the portion
of the annual cash incentive that is subject to the election, and generally
vesting in substantially equal installments on the first three anniversaries
of the grant date ("Annual Bonus RSUs");
Equity Awards
• Eligibility to receive equity awards during employment with the Company as
follows, subject to the approval of the Committee and the terms and
conditions of the Company's 2019 Equity and Incentive Compensation Plan (or
its successor(s)) (the "Equity Plan") and the applicable award agreements:
• On the Effective Date, a grant of service-based RSUs covering a number of
Shares valued at $1,500,000 and generally vesting in four substantially
equal installments on
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each of the first four anniversaries of the grant date ("Ratable RSUs"),
and a grant of service-based RSUs covering a number of Shares valued at
$1,500,000 and generally vesting on the fourth anniversary of the grant
date ("Cliff RSUs");
• No later than March 15 of 2021, 2022, 2023, and 2024, a grant of
service-based RSUs (or substantially similar award) covering a number of
Shares valued at not less than $1,000,000 and generally vesting in
substantially equal installments on each of the first three anniversaries
of the grant date ("Annual RSUs"); and
• No later than March 15 of 2021, 2022, 2023, and 2024, a grant of
performance-based RSUs (or substantially similar awards) covering a
"target" number of Shares (in the aggregate) valued at not less than
$2,000,000 , the payout of which will vary from 0% to 200% of the target
award based on achievement with respect to performance objectives
established by the Committee in consultation with Mr. Lukes measured over
a three-year performance period ("PRSUs"), provided that no less than 50%
of the aggregate target PRSUs for each calendar year will vest based on
the Company's relative total shareholder return achievement;
• Eligibility for accelerated vesting of Annual Bonus RSUs, Ratable RSUs, Cliff
RSUs, Annual RSUs and PRSUs granted to Mr. Lukes in the event that Mr. Lukes'
employment with the Company is terminated (1) by the Company without cause
(as defined in the Employment Agreement), (2) by Mr. Lukes for good reason
(as defined in the Employment Agreement), (3) by the Company due to
Mr. Lukes' total disability (as defined in the Employment Agreement), or
(4) due to Mr. Lukes' death;
Other Benefits/Obligations
• Eligibility to participate in all retirement, health and welfare, and other
benefit plans maintained by the Company that are generally available to
senior executives of the Company and with respect to which Mr. Lukes is
eligible pursuant to the terms of the applicable plans;
• Company-provided suitable automobile service for Mr. Lukes' business use,
including all reasonable related maintenance, repairs, parking, gasoline,
insurance and other reasonable costs and expenses, which automobile may also
be used by Mr. Lukes (and anyone authorized by Mr. Lukes ) for personal use at
no cost to Mr. Lukes (except for applicable taxes);
• Reimbursement (up to an aggregate maximum of $25,000 in any calendar year)
for premiums paid by Mr. Lukes for life, disability and/or similar insurance
policies;
• Reimbursement of reasonable attorneys' fees and other reasonable expenses
incurred in connection with the negotiation of the Employment Agreement, up
to a maximum of $20,000 ;
• Mr. Lukes will also be subject to customary non-competition,
non-solicitation, confidentiality and mutual non-disparagement requirements
during and for specified periods after the term of his employment; and
• The Employment Agreement also includes customary indemnification provisions,
and provides for the reimbursement of certain legal fees and expenses,
including fees and expenses incurred in relation to enforcement of the
Employment Agreement.
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Severance Compensation
The Employment Agreement provides that if
• a lump sum amount equal in value toMr. Lukes' annual bonus that he would have earned for the year of termination, pro-rated based on his period of service during such year, and calculated on the basis of actual performance of the applicable performance objectives for the entire performance period (except that, if the termination is due to death or disability, the pro-rated annual bonus will be based on the "target" level); • a lump sum in cash equal to 18 months of monthly COBRA premiums for health, dental and vision benefits (if COBRA coverage is elected) and the employer portion of the premium for other insurance provided by the Company (or in the event of death, a substantially similar benefit to his beneficiaries); and • if the termination is the result of a termination by the Company other than for cause, death or disability, a lump sum amount equal to two times the sum of (1)Mr. Lukes' then-current base salary plus (2) an amount equal to the average of the annual bonuses earned byMr. Lukes in the three fiscal years ending immediately prior to the fiscal year in which the termination occurs, disregarding any enhanced value that may have been received byMr. Lukes based on any election to receive Annual Bonus RSUs in lieu of cash for any such annual bonus (the "Average Bonus").
Severance Compensation Following a Change in Control
The Employment Agreement also provides that, in the event of certain "triggering
events" (which include a termination by the Company without cause or a
termination by
The foregoing is only a brief description of the material terms of the Employment Agreement, does not purport to be a complete description of such Employment Agreement, and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Chief Operating Officer Separation Agreement
The separation agreement to be entered into between the Company and
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Item 9.01 Financial Statements and Exhibits.
Exhibit Number Exhibit Description 10.1 Employment Agreement, dated as ofSeptember 11, 2020 , by and between the Company andDavid R. Lukes 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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