Attached files
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| 8-K - CapLease, Inc. | v205055_8k.htm |
| EX-99.2 - CapLease, Inc. | v205055_ex99-2.htm |
CapLease, Inc. Stock
Ownership Guidelines
for Directors and Executive
Officers
The Board
of Directors of CapLease, Inc. (“CapLease”) believes
that it is appropriate to align the financial interests of the directors and
executive officers of CapLease with those of its
stockholders. Therefore, the Board of Directors has adopted the
following Stock Ownership Guidelines, effective December 7, 2010:
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CapLease’s
Stock Ownership Guidelines apply to all of its directors and executive
officers.
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The
stock ownership goal for each person is determined on an individual basis,
first in dollars as a multiple of the director’s annual stock award
retainer or the executive’s base salary, and then by converting such
amount to a fixed number of shares. Ownership goals are
established for each category as
follows:
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First,
determine the dollar goal of the Ownership Guidelines by applying the
following multiples to the individual’s stock award retainer or base
salary:
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3x
for non-employee Directors;
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4x
for the Chief Executive Officer;
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3x
for the Chief Financial Officer;
and
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2x
for all other Executive Officers.
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Second,
convert the dollar goal into a number of shares by dividing such dollar
amount by CapLease’s average closing common stock price as reported by the
New York Stock Exchange for the 60 trading days prior to the date of
computation.
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Stock
that counts toward satisfaction of the Ownership Guidelines
includes:
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Shares
owned directly by the individual or his or her immediate family members
residing in the same household;
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Shares
held in an individual’s IRA
accounts;
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Shares
held by an individual in CapLease’s 401(k)
plan;
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Shares
owned by an individual pursuant to CapLease’s 2004 Stock Incentive Plan or
successor plan, including any stock awards, whether vested or
unvested;
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Shares
held in a grantor trust for the benefit of the individual or his or her
immediate family members residing in the same
household;
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Shares
owned by a partnership, limited liability company or other entity to the
extent of the individual’s interest therein (or the interest therein of
his or her immediate family members residing in the same household), but
only if the individual has or shares power to vote or dispose of the
shares.
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Directors
and executive officers currently in office are required to be in
compliance with these guidelines as of the effective date. Any
future directors or executive officers will have a five-year period from
their initial appointment to attain their stock ownership
goal. The stock ownership goal for such persons will be
determined using their stock award retainers or base salaries as of the
date they become subject to the Ownership Guidelines. If an
individual’s stock ownership goal increases because of a change in
position, a five-year period to achieve the incremental amount of shares
will begin on the effective date of the change in
position.
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Directors
and executive officers may not sell or otherwise dispose of any CapLease
common stock until the minimum level of ownership provided in these
guidelines is met. Once the Ownership Guidelines have been
achieved, each director and executive officer must maintain the minimum
level of ownership provided in these guidelines. When a
director’s or executive officer’s target ownership level has been
achieved, the individual must continue to own the number of shares equal
to the target ownership level. Accordingly, if the market value
of CapLease’s common stock increases, the individual may not sell below
his or her target ownership level.
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Once
established, a person’s stock ownership goal will not change because of
changes in his or her retainer or base salary or fluctuations in
CapLease’s common stock price. An individual’s stock ownership
goal will only be re-established upon a change to a different executive
position.
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There
may be rare instances in which compliance with the Ownership Guidelines
would place a severe hardship on an individual or would prevent an
individual from complying with a court order, such as in the case of a
divorce settlement. In these instances, the individual must
submit a request in writing to the General Counsel that summarizes the
circumstances and describes the extent to which an exemption from the
Ownership Guidelines is being requested. The General Counsel
will review the request with the Chief Executive Officer (or the Lead
Director of the Board in the case of a request by the Chairman and Chief
Executive Officer) and will make the final decision. If the
request is granted in whole or in part, the General Counsel will, in
consultation with the individual, develop an alternative stock ownership
plan that reflects both the intention of these Ownership Guidelines and
the individual’s particular
circumstances.
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