Attached files
| file | filename |
|---|---|
| EX-10.1 - Education Realty Trust, Inc. | v206988_ex10-1.htm |
| EX-10.3 - Education Realty Trust, Inc. | v206988_ex10-3.htm |
| EX-10.4 - Education Realty Trust, Inc. | v206988_ex10-4.htm |
| EX-10.2 - Education Realty Trust, Inc. | v206988_ex10-2.htm |
| EX-10.7 - Education Realty Trust, Inc. | v206988_ex10-7.htm |
| EX-10.5 - Education Realty Trust, Inc. | v206988_ex10-5.htm |
| EX-10.8 - Education Realty Trust, Inc. | v206988_ex10-8.htm |
| EX-10.6 - Education Realty Trust, Inc. | v206988_ex10-6.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO
SECTION
13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): January 3, 2011 (January 1,
2011)
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Education
Realty Trust, Inc.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Maryland
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001-32417
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20-1352180
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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530
Oak Court Drive, Suite 300
Memphis,
Tennessee
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38117
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(Address
of Principal Executive Offices)
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(Zip
Code)
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901-259-2500
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Executive
Employment Agreements
Effective
January 1, 2011, Education Realty Trust, Inc. (the “Company”) and each of Randall
H. Brown (Executive Vice President, Chief Financial Officer, Treasurer and
Secretary), Thomas Trubiana (Executive Vice President and Chief Investment
Officer) and J. Drew Koester (Vice President, Assistant Secretary and Chief
Accounting Officer) entered into new executive employment agreements. The new
executive employment agreements replace the amended and restated executive
employment agreements between the Company and each of Messrs. Brown and Trubiana
which were effective as of January 1, 2008 and the executive employment
agreement between the Company and Mr. Koester which was effective as of October
29, 2008 (collectively, the “2008 Employment Agreements”).
In addition, effective January 1, 2011, the Company and each of Ms. Christine
Richards (Senior Vice President – Operations) and Mr. Olan Brevard (Senior Vice
President – Acquisitions) entered into executive employment agreements based
upon the new form of executive employment agreement for each of Messrs. Brown,
Trubiana and Koester.
The terms
of the new executive employment agreements for Messrs. Brown, Trubiana, Koester
and Brevard and Ms. Richards (collectively, the “2011 Employment Agreements”)
are substantially similar to the terms of the 2008 Employment Agreements. A
description of the 2008 Employment Agreements is included under Part II, Item 5
“Other Information” of the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2008 and is incorporated herein by reference. The
2011 Employment Agreements do not materially amend the terms of 2008 Employment
Agreements, except as follows:
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·
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The
2011 Employment Agreements will expire and will not automatically renew
for one year periods upon the third anniversary of the effective date of
the 2011 Employment Agreements;
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·
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The
2011 Employment Agreements amend certain obligations of the Company
arising after a termination of employment or a “Change of Control” (as
defined in the 2011 Employment Agreements) in the Company, including, but
not limited to, the requirements that (i) the Company make certain
payments only after the expiration of the “Severance Delay Period” (as
defined in the 2011 Employment Agreements) and (ii) the Company pay a
transition lump sum severance payment of
$10,000;
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·
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The
2011 Employment Agreements provide that any compensation paid to an
executive, including, but not limited to, equity compensation, may be
subject to forfeiture or repayment to the Company in accordance with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and/or any
clawback policy of the Company; and
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·
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The
2011 Employment Agreements supplement and/or amend certain provisions to
ensure their compliance with the requirements of, and the Treasury
Regulations promulgated under, Section 409A of the
Code.
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The
foregoing description of the 2011 Employment Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the
2011 Employment Agreements, copies of which are filed herewith as Exhibit 10.1,
Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5 to this Current Report
on Form 8-K and which are incorporated by reference herein.
Education
Realty Trust, Inc. 2011 Long-Term Incentive Plan and Awards Granted
Thereunder
Effective
January 1, 2011, the Company implemented the Education Realty Trust, Inc. 2011
Long-Term Incentive Plan (the “2011 LTIP”) and, in connection
therewith, awarded to the executive officers and certain key employees of the
Company (the “Participants”) time-vested
restricted shares of the Company’s common stock, par value $0.01 per share
(“Restricted Stock”),
and performance-vested restricted stock units (“RSUs”). The shares of
Restricted Stock and RSUs awarded to Participants pursuant to the 2011 LTIP are
subject to and governed by the terms and conditions of the Participants’
Restricted Stock Award Agreements (the “2011 RSA Agreements”) and
Restricted Stock Unit Award Agreements (the “2011 RSU Agreements” and, together
with the 2011 LTIP and the 2011 RSA Agreements, the “2011 LTIP Documents”). The
2011 LTIP Documents are in addition to, and do not amend or supersede, the
Education Realty Trust, Inc. 2010 Long-Term Incentive Plan (the “2010 LTIP”) and the related
Restricted Stock Award Agreements (the “2010 RSA Agreements”) and
Restricted Stock Unit Award Agreements (the “2010 RSU Agreements” and, together
with the 2010 LTIP and the 2010 RSA Agreements, the “2010 LTIP
Documents”).
The terms
of the 2011 LTIP Documents are substantially similar to the terms of the 2010
LTIP Documents. A description of the 2010 LTIP Documents is included under Part
II, Item 9B “Other Information” of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2009 and is incorporated herein by reference. The
2011 LTIP Documents do not materially amend the terms of the 2010 LTIP
Documents, except as follows:
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·
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The
2011 LTIP and 2011 RSA Agreements provide that shares of Restricted Stock
will vest in three equal annual installments on January 1, 2012, 2013 and
2014 as long as the Participant is an employee of the Company on the
vesting date;
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·
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The
2011 LTIP and 2011 RSU Agreements provide that the vesting of RSUs will be
determined based upon a “Performance Period” (as defined in the 2011 LTIP)
which is comprised of the period beginning January 1, 2011 and ending
January 1, 2014;
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·
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The
2011 LTIP updates the “Peer Group” (as defined in the 2011 LTIP) to
include an additional peer company;
and
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·
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The
2011 LTIP Documents supplement and/or amend certain provisions to ensure
their compliance with the requirements of, and Treasury Regulations
promulgated under, Section 409A and/or Section 162(m) of the
Code.
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The table
below shows the number of shares of Restricted Stock awarded to certain
Participants pursuant to the 2011 LTIP and the 2011 RSA Agreements.
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Participant
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Restricted Stock (Time-Vested)
50% of 2011 LTIP Award
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Randall
Churchey
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50,000
shares
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Thomas
Trubiana
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35,000
shares
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Christine
Richards
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20,000
shares
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Randall
Brown
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15,000
shares
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Drew
Koester
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3,500
shares
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The table
below shows the number of shares of Common Stock that certain Participants would
earn pursuant to the 2011 LTIP and the 2011 RSU Agreements if the Company
achieves “Threshold,” “Target” or “Maximum” total stockholder return performance
levels.
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RSUs (Performance-Vested)
50% of 2011 LTIP Award
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Participant
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Threshold
Performance (1)
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Target
Performance (2)
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Maximum
Performance (3)
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Randall
Churchey
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25,000
shares
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50,000
shares
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75,000
shares
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Thomas
Trubiana
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17,500
shares
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35,000
shares
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52,500
shares
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Christine
Richards
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10,000
shares
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20,000
shares
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30,000
shares
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Randall
Brown
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7,500
shares
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15,000
shares
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22,500
shares
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Drew
Koester
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1,750
shares
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3,500
shares
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5,250
shares
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(2) 50%
of Participant’s long-term incentive target.
(3) 50%
of Participant’s long-term incentive target x 1.5.
The
foregoing description of the 2011 LTIP, 2011 RSA Agreements and 2011 RSU
Agreements does not purport to be complete and is qualified in its entirety by
reference to the full text of the 2011 LTIP, the form of 2011 RSA Agreement and
the form of 2011 RSU Agreement, copies of which are filed herewith as Exhibit
10.6, Exhibit 10.7 and Exhibit 10.8, respectively, to this Current Report on
Form 8-K and which are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Executive
Employment Agreement – Randall H. Brown
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10.2
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Executive
Employment Agreement – Thomas Trubiana
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10.3
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Executive
Employment Agreement – J. Drew Koester
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10.4
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Executive
Employment Agreement – Christine Richards
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10.5
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Executive
Employment Agreement – Olan Brevard
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10.6
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Education
Realty Trust, Inc. 2011 Long-Term Incentive Plan
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10.7
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Form
of Education Realty Trust, Inc. Restricted Stock Award
Agreement
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10.8
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Form
of Education Realty Trust, Inc. Restricted Stock Unit Award
Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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EDUCATION
REALTY TRUST, INC.
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Date:
January 3, 2011
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By:
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/s/
Randall H. Brown
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Randall
H. Brown
Executive
Vice President, Chief Financial Officer,
Treasurer
and
Secretary
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INDEX
TO EXHIBITS
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Exhibit No.
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Description
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10.1
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Executive
Employment Agreement – Randall H. Brown
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10.2
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Executive
Employment Agreement – Thomas Trubiana
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10.3
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Executive
Employment Agreement – J. Drew Koester
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10.4
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Executive
Employment Agreement – Christine Richards
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10.5
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Executive
Employment Agreement – Olan Brevard
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10.6
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Education
Realty Trust, Inc. 2011 Long-Term Incentive Plan
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10.7
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Form
of Education Realty Trust, Inc. Restricted Stock Award
Agreement
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10.8
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Form
of Education Realty Trust, Inc. Restricted Stock Unit Award
Agreement
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