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
In addition to making certain non-substantive, conforming and clarifying changes, the New Employment Agreement otherwise modifies the 2016 Employment Agreement as follows:
• Increases Ms. Vesy's minimum annual base salary rate from $380,000 per
year to $425,000 per year;
• Increases Ms. Vesy's annual cash incentive opportunity, as a percentage
of her year-end base salary rate, from a threshold of 20%, target of 40%
and maximum of 80% to a threshold of 40%, target of 80% and maximum of
120%;
• Provides for Ms. Vesy to receive the following equity awards (rather than
her prior annual equity incentive award opportunity based on her year-end
base salary and annual cash bonus):
• an initial grant of approximately $300,000 in service-based restricted
share units ("RSUs") generally vesting in substantially equal
installments on each of the first three anniversaries of the grant
date (the "Initial RSUs"). The Initial RSUs will provide that dividend
equivalents will be deferred and paid in Company shares upon the
vesting of the Initial RSUs;
• beginning in 2022, an annual grant of approximately $50,000 in
service-based RSUs generally vesting ratably in three substantially
equal installments on each of the first three anniversaries of the
grant date, which RSUs will provide for earned dividend equivalents to
be paid in cash on a current basis (the "Annual RSUs"); and
• beginning in 2022, an annual grant of approximately $100,000 in target
value of performance-based RSUs ("Annual PRSUs") generally vesting
from 0% to 200% based on performance after the end of a three-year
performance period. Performance objectives for the Annual PRSUs will
be weighted at least 50% on the Company's relative total shareholder
return performance compared to a peer group selected by the Company,
and the Annual PRSUs will provide for earned dividend equivalents to
be paid in Company shares upon the vesting of the Annual PRSUs;
• Provides Ms. Vesy with eligibility for accelerated vesting of her Initial
RSUs, Annual RSUs and Annual PRSUs in the event that Ms. Vesy's
employment with the Company is terminated by the Company without cause
(as defined in the New Employment Agreement), by Ms. Vesy for good reason
(as defined in the New Employment Agreement), by the Company due to
Ms. Vesy's total disability (as defined in the New Employment Agreement),
or due to Ms. Vesy's death;
• Conforms definitions of cause and good reason in the New Employment
Agreement generally to those used for the Company's other executive
officers under their employment agreements;
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• Modifies Ms. Vesy's severance compensation arrangement to provide for:
(1) in a termination without cause or for good reason, the value of her
annual cash incentive compensation for the year of termination based on
actual performance for the entire performance period and pro-rated based
on her service during the performance period (rather than just pro-rated
at target); (2) elimination of the payment of a cash severance multiple
to Ms. Vesy in the event her employment is terminated as a result of
death or disability; (3) an increase in health, dental and vision
insurance benefits from 12 to 18 months as a result of death or
disability; and (4) elimination of outplacement services for a
termination without cause or for good reason or for a qualified
termination in connection with a change in control of the Company;
• Subjects any payment Ms. Vesy would receive in connection with a change
in control of the Company to a "best of net" cutback provision with
respect to any excess parachute payments under applicable tax code
provisions; and
• Modifies Ms. Vesy's cash severance compensation arrangement to equal
(1) for a termination without cause or for good reason, 1.5 times the sum
of Ms. Vesy's base salary plus her last three-year average annual cash
incentive compensation, and (2) for a qualified termination in connection
with a change in control of the Company, 2.5 times the sum of Ms. Vesy's
base salary plus her last three-year average annual cash incentive
compensation.
The foregoing is only a brief description of the material changes from the 2016 Employment Agreement reflected in the New Employment Agreement, does not purport to be a complete description of such New Employment Agreement, and is qualified in its entirety by reference to the New Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Exhibit Description 10.1 Employment Agreement, dated as ofSeptember 11, 2021 , by and between the Company andChrista Vesy 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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