Attached files
| file | filename |
|---|---|
| 8-K - Education Realty Trust, Inc. | v206988_8k.htm |
| 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 |
Exhibit
10.6
EDUCATION
REALTY TRUST, INC.
2011
LONG-TERM INCENTIVE PLAN
SECTION
1. – PURPOSE AND AWARD ALLOCATION
The
Education Realty Trust, Inc. 2011 Long-Term Incentive Plan (“LTIP”) has
been established by the Compensation Committee (the “Committee”)
of the Board of Directors (the “Board”) of
Education Realty Trust, Inc. (the “Company”)
and ratified by the Board to provide long-term incentives to key employees of
the Company. The purposes of the LTIP are to attract, retain and
motivate key employees of the Company and to promote the long-term growth and
profitability of the Company. Awards granted under the LTIP shall be
issued pursuant to the Company’s 2004 Incentive Plan (the “Plan”) and
shall consist of a mixture of time-vested restricted stock (1/2) and
performance-vested restricted stock units (1/2) (each, an “Award”
and, collectively, “Awards”). The
Committee believes that shares of time-vested restricted stock support its goal
of executives having an ownership position in the Company while simultaneously
encouraging their long-term retention and that performance-vested restricted
stock units provide an increased incentive for executives to achieve identified
performance goals.
The
Committee shall make Awards pursuant to the LTIP as set forth on Schedule A hereto, on
such terms as the Committee may prescribe based upon the criteria set forth on
Schedule A
hereto and such other factors as it may deem appropriate.
SECTION 2.
– PARTICIPATION
The
Committee shall have the sole and absolute discretion to determine those
officers of the Company who shall be eligible to receive an Award pursuant to
the LTIP (each, a “Participant”).
SECTION 3. –
ADMINISTRATION
Subject
to applicable law, all designations, determinations, interpretations and other
decisions under or with respect to the LTIP or any Award shall be within the
sole and absolute discretion of the Committee, may be made at any time and shall
be final, conclusive and binding upon all persons. Designations, determinations,
interpretations and other decisions made by the Committee with respect to the
LTIP or any Award granted hereunder need not be uniform and may be made
selectively among Participants, whether or not such Participants are similarly
situated.
SECTION 4. – TIME-VESTED
RESTRICTED STOCK
One-half
(1/2) of a Participant’s Award shall consist of a grant of restricted shares of
the Company’s common stock, par value $0.01 per share (“Restricted
Stock”), and shall be subject to the terms and conditions of a Restricted
Stock Award Agreement, the form of which is attached hereto as Exhibit
A.
The
shares of Restricted Stock shall vest in three (3) equal annual installments as
long as the Participant is an employee of the Company on the vesting date.
Shares of Restricted Stock shall be entitled to voting and dividend rights from
the effective date of the grant but shall be non-transferable by the Participant
until such shares have vested in accordance with the Restricted Stock Award
Agreement.
SECTION 5. –
PERFORMANCE-VESTED RESTRICTED STOCK UNITS
One-half
(1/2) of the Participant’s Award shall consist of a grant of restricted stock
units (“RSUs”),
with each such RSU representing the right to receive one share of the Company’s
common stock, par value $0.01 per share (“Common
Shares”), in the future. The vesting of RSUs shall be based upon the
Company’s achievement of total stockholder returns (“TSR”) at
specified levels as set forth on Schedule A hereto
during the period beginning January 1, 2011 and ending January 1, 2014 (the
“Performance
Period”).
RSUs
granted to each Participant shall be subject to the terms and conditions of the
Restricted Stock Unit Award Agreement, the form of which is attached as Exhibit B
hereto.
The
Committee shall grant RSUs to each Participant equal to the number of Common
Shares that such Participant would earn if “maximum performance” (as set forth
on Schedule A)
were achieved. The Committee shall determine whether and to what
extent the performance goal has been met at the end of the Performance Period
(the “Determination
Date”). RSUs shall be converted to fully vested Common Shares
based upon the Company’s achievement of the “threshold,” “target” or “maximum”
TSR performance goals set forth on Schedule A on the Determination
Date. Only the number of RSUs that equate to actual performance, as
determined by the Committee pursuant to Schedule A, shall be
eligible to vest (such RSUs that satisfy the performance goals on the
Determination Date are referred to as “Eligible
Shares”) and convert to Common Shares as further set forth in the
applicable Restricted Stock Unit Award Agreement. After the
Determination Date, any RSUs that are not Eligible Shares shall be
forfeited.
Prior to
the Determination Date, no dividend payments shall accrue or be paid with
respect to any RSUs. If the performance goals are met, then the
Participant shall earn dividends on the Eligible Shares and shall have voting
rights with respect to the Eligible Shares.
SECTION 6. –
FORFEITURE/REDUCTION IN AWARD
Time-Vested Restricted Stock
Awards. In the event of a Change of Control of the Company, a
termination of the Participant’s employment by the Company without Cause or a
termination of employment by the Participant for Good Reason, all unvested
shares of Restricted Stock shall immediately accelerate and be fully vested and
delivered to the Participant. Unvested shares of Restricted Stock
shall also vest in the event of termination of the Participant’s employment due
to death or Disability.
Performance-Vested
Restricted Stock Units. Except as set forth below, in the
applicable Restricted Stock Unit Award Agreement or as the Committee may
otherwise determine in its sole and absolute discretion, termination of a
Participant’s employment prior to the end of the Performance Period shall result
in the forfeiture of the RSUs by the Participant, and no payments shall be made
with respect thereto. Notwithstanding the foregoing, if Participant’s
employment is terminated prior to the end of the Performance Period as a result
of Participant’s death or Disability, the Committee shall determine the number
of RSUs that will convert to Eligible Shares by (i) applying the performance
criteria set forth in the LTIP using the effective date of the Disability (to be
determined by the Committee) or the date of death, as applicable, and by
appropriately and proportionately adjusting the performance criteria for such
shortened Performance Period and (ii) multiplying the number of Eligible Shares
so determined by .3333 if the death or Disability occurs in 2011, .6667 if the
if the death or Disability occurs in 2012, and 1 if the if the death or
Disability occurs in 2013 (rounding the resulting number of Eligible Shares to
the nearest whole number).
If a
Change of Control occurs prior to the end of the Performance Period, the
Committee shall determine the number of RSUs that will convert to Eligible
Shares by (i) applying the performance criteria set forth in the LTIP using the
effective date of the Change of Control as the end of the Performance Period,
and by appropriately and proportionately adjusting the performance criteria for
such shortened Performance Period, and (ii) multiplying the number of Eligible
Shares so determined by .3333 if the Change of Control occurs in 2011, .6667 if
the Change of Control occurs in 2012, and 1 if the Change of Control occurs in
2013 (rounding the resulting number of Eligible Shares to the nearest whole
number).
2
SECTION 7. – ADJUSTMENTS FOR
UNUSUAL OR NONRECURRING EVENTS
The
Committee shall make equitable and proportionate adjustments (consistent with
Sections 162(m) and 409A of the Code and other applicable Sections therein) in
the terms and conditions of, and the criteria included in, an Award in
recognition of the events described in Section 10 of the
Plan. In addition, the Committee may appropriately adjust any
evaluation of performance under criteria set forth in this LTIP and Schedule A hereto to
exclude any of the following events that occur during a Performance Period: (i)
asset impairments or write-downs, (ii) litigation or claim judgments or
settlements, (iii) the effect of changes in tax law, accounting principles or
other such laws or provisions affecting reported results, (iv) accruals for
reorganization and restructuring programs, (v) any extraordinary non-recurring
items as described in Accounting Principles Board Opinion No. 30 and/or in
management’s discussion and analysis of financial condition and results of
operations appearing in the Company’s annual report to stockholders for the
applicable year and (vi) the effect of adverse federal, governmental or
regulatory action, or delays in federal, governmental or regulatory action,
provided that the Committee commits to make any such adjustments within the
90-day period set forth in Section 14.3 of the
Plan. Notwithstanding
the foregoing, the Committee shall not have the discretion to increase any Award
payable to any Covered Officer (as defined in Section 10 herein) in
manner that is inconsistent with Section 162(m) of the Code.
SECTION 8. – NO RIGHTS TO
AWARDS; NO TRUST OR FUND CREATED
No person
shall have any claim to be granted any Award, and there shall be no obligation
for uniformity of treatment among Participants. The terms and
conditions of Awards, if any, need not be the same with respect to each
Participant. The Committee reserves the right to terminate the LTIP
at any time in the Committee’s sole and absolute discretion. Neither
the LTIP nor any Award granted hereunder shall create or be construed to create
a trust or separate fund of any kind or a fiduciary relationship between the
Company or any subsidiary or affiliate and a Participant or any other
person. The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Company or any
subsidiary.
SECTION
9. – ASSIGNMENT AND ALIENATION OF BENEFITS
To the
maximum extent permitted by law, a Participant’s rights or benefits under the
LTIP shall not be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge the same shall be void ab initio, provided, however,
that, in the event of a Participant’s death, any such benefit not forfeited upon
death shall pass to such Participant’s beneficiaries or estate in accordance
with the laws of descent and distribution. Except as prohibited by
law (including Section 409A of the Code and Section 1.409A-3(j)(4)(xiii) of the
Treasury Regulations, to the extent applicable), payments or benefits payable to
or with respect to a Participant pursuant to the LTIP may be reduced by amounts
that the Participant may owe to the Company, including, without limitation, any
amounts owed on account of loans, travel or standing advances and personal
charges on credit cards issued through the Company.
3
SECTION 10. – ADDITIONAL
DEFINITIONS
The terms
that follow, when used in this LTIP, any Restricted Stock Award Agreement or any
Restricted Stock Unit Award Agreement issued pursuant to this LTIP, shall have
the meanings indicated below:
“Affiliate”
has the meaning set forth in Rule 12b-2 of the regulations promulgated under the
Exchange Act.
“Cause”
means the Participant has (a) continually failed to substantially perform, or
been grossly negligent in the discharge of, his or her duties to the Company (in
any case, other than by reason of a Disability, physical or mental illness or
analogous condition); (b) been convicted of or pled nolo contendere to a felony
or a misdemeanor with respect to which fraud or dishonesty is a material
element; or (c) materially breached any material Company policy or agreement
with the Company.
“Change of
Control” shall mean the first of the following events to occur after the
Effective Date:
(a) any
Person or group of Persons together with its Affiliates, but excluding (i) the
Company or any of its subsidiaries, (ii) any employee benefit plans of the
Company or (iii) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes, directly or indirectly, the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding securities (not
including in the securities beneficially owned by such Person any securities
acquired directly from the Company);
(b) the
following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the Effective Date,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the Board
or nomination for election by the Company’s stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the Effective Date or whose appointment,
election or nomination for election was previously so approved or
recommended;
(c) the
consummation of a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company with any other corporation or entity
regardless of which entity is the survivor, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity)
more than fifty percent (50%) of the combined voting power of the voting
securities of the Company, such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation;
(d) the
stockholders of the Company approve a plan of complete liquidation or winding-up
of the Company or there is consummated an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets;
or
(e) the
occurrence of any transaction or series of transactions deemed by the Board to
constitute a change in control of the Company.
4
Notwithstanding
the foregoing, (i) a Change of Control shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated
transactions immediately following which the holders of the common stock of the
Company immediately prior to such transaction or series of transactions continue
to have substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of the Company immediately following such
transaction or series of transactions, and (ii) a Change of Control shall not
occur for purposes of this LTIP as a result of any primary or secondary offering
of Company common stock to the general public through a registration statement
filed with the Securities and Exchange Commission.
Notwithstanding
the foregoing, to the extent that (i) the payment of an any Award under this
LTIP is payable solely upon or following the occurrence of a Change of Control
and (ii) such payment is considered “deferred compensation” under
Section 409A of the Code, a Change of Control shall mean an event described in
Section 1.409A-3(i)(5) of the Treasury Regulations.
“Code”
means the Internal Revenue Code of 1986, as amended.
“Covered
Officer” shall mean at any date (i) any individual who, with respect to
the previous taxable year of the Company, was a “covered employee” of the
Company within the meaning of Section 162(m) of the Code; provided, however,
that the term “Covered Officer” shall not include any such individual who is
designated by the Committee, in its discretion, at the time of any Award under
the LTIP or at any subsequent time, as reasonably expected not to be such a
“covered employee” with respect to the current taxable year of the Company or
the taxable year of the Company in which the applicable Award will be paid or
vested, and (ii) any individual who is designated by the Committee, in its
discretion, at the time of any Award or at any subsequent time, as reasonably
expected to be such a “covered employee” with respect to the current taxable
year of the Company or with respect to the taxable year of the Company in which
any applicable Award will be paid or vested.
“Disability”
means a physical or mental condition entitling the Participant to benefits under
the applicable long-term disability plan of the Company or any of its
subsidiaries, or if no such plan exists, a “permanent and total disability”
(within the meaning of Section 22(e)(3) of the Code) or as determined by the
Company in accordance with applicable laws. Notwithstanding the
foregoing, to the extent that (i) any Award under this LTIP is payable solely
upon a Participant’s Disability and (ii) such payment is treated as “deferred
compensation” for purposes of Section 409A of the Code, Disability shall have
the meaning provided in Section 1.409A-3(i)(4) of the Treasury
Regulations
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
“Good
Reason” means (a) a material diminution in Participant’s title, duties or
responsibilities (provided, however, that a requirement to utilize skills in
addition to those utilized in Participant’s current position, and/or a change in
title and/or direct reports to reflect the organizational structure of the
successor entity following a Change of Control, shall not in and of itself be
considered a “material diminution” as contemplated by this subsection (a)); (b)
a reduction of ten percent (10%) or more in Participant’s annual base salary;
(c) a reduction of ten percent (10%) or more in Participant’s annual target
bonus opportunity (including the failure to pay any bonus earned for any year in
which a Change of Control occurs pursuant to the terms of any applicable plan or
arrangement in effect prior to such Change of Control); or (d) the relocation of
Participant’s principal place of employment to a location more than fifty (50)
miles from Participant’s principal place of employment, except for required
travel on the Company’s business to an extent substantially consistent with
Participant’s historical business travel obligations. Participant’s
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any act or failure to act constituting Good Reason hereunder,
provided that Participant provides the Company with a written notice of
resignation within ninety (90) days following the occurrence of the event
constituting Good Reason and the Company shall have failed to remedy such act or
omission within thirty (30) days following its receipt of such
notice.
5
“Person”
shall mean a “person” as defined in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (a) the Company (or any subsidiary thereof), (b) a trustee or
other fiduciary holding securities under an employee benefit plan of the
Company, (c) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (d) a corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company.
SECTION 11. – INTERPRETATION
AND GOVERNING LAW
This LTIP
shall be governed by and interpreted and construed in accordance with the
internal laws of the State of Maryland, without reference to principles of
conflicts or choices of laws.
SECTION 12. – WITHHOLDING OF
TAXES
Pursuant
to Section 13.3
of the Plan, the Company shall have the power and the right to deduct or
withhold, or require a Participant to remit to the Company as a condition
precedent for the fulfillment of any Award, an amount sufficient to satisfy
federal, state and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result
of this LTIP and/or any action taken by a Participant with respect to an
Award. Upon the lapse of all restricted periods and the issuance of
Common Shares with respect to any portion of an Award, the Company shall satisfy
any applicable withholding obligations or withholding taxes (“Withholding
Taxes”) as set forth by Internal Revenue Service guidelines for the
employer’s minimum statutory withholding with respect to the Participant and
issue shares of common stock to the Participant without
restriction. As a condition to receiving settlement of any fully
vested Common Shares hereunder, the Company may require Participant to pay to
the Company, and the Company shall have the right and is hereby authorized to
withhold from any payments hereunder or from any compensation or other amount
owing to Participant, an amount of cash necessary for the Company to satisfy any
Withholding Taxes in respect of this Award. In its sole and absolute
discretion, the Committee may satisfy the required Withholding Taxes by
withholding from the Common Shares otherwise issuable pursuant to settlement of
the Award that number of whole Common Shares necessary to satisfy Withholding
Taxes with respect to such shares based upon the Fair Market Value (as defined
in the Plan) of the Common Shares as of the date the applicable restricted
period ends.
SECTION 13. – EFFECTIVE
DATE
This LTIP
shall be effective as of January 1, 2011 (the “Effective
Date”).
SECTION 14. –
MISCELLANEOUS
This LTIP
is not a “qualified” plan for federal income tax purposes.
No
provision of the LTIP shall require the Company, for the purpose of satisfying
any obligations under the LTIP, to purchase assets or place any assets in a
trust or other entity to which contributions are made or otherwise to segregate
any assets, nor shall the Company maintain separate bank accounts, books,
records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes. Participants shall have no
rights under the LTIP other than as unsecured general creditors of the Company
except that, insofar as they may have become entitled to payment of additional
compensation by performance of services, they shall have the same rights as
other employees under general law.
6
In no
event shall any member of the Committee be personally liable by reason of any
contract or other instrument executed by a member of the Committee or on his or
her behalf in his or her capacity as a member of the Committee nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless such member of the Committee against any cost or expense (including
fees of legal counsel) or liability (including any sum paid in settlement of a
claim) arising out of any act or omission to act in connection with the LTIP
unless arising out of such person’s own fraud or bad faith. The foregoing right
of indemnification shall be in addition to and not be exclusive of any other
rights of indemnification to which such person may be entitled under the
Company’s charter, as a matter of law, or otherwise, or any power that the
Company may have to indemnify such person or hold such person
harmless.
The
members of the Committee shall be fully justified in relying, acting or failing
to act, and shall not be liable for having so relied, acted or failed to act in
good faith, upon any information furnished in connection with the LTIP by any
person or persons other than such members.
It is
intended that (i) each payment or installment of payments provided under an
Award is a separate “payment” for purposes of Section 409A of the Code, and (ii)
the payments satisfy, to the greatest extent possible, the exemptions from the
application of Section 409A of the Code, including those provided under Treasury
Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii)
(regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v)
(regarding reimbursements and other separation pay). Notwithstanding
anything to the contrary herein, if the Company determines that (i) on the date
of a Participant’s “separation from service” (as such term is defined under
Treasury Regulation 1.409A-1(h)) or at such other time that the Company
determines to be relevant, the Participant is a “specified employee” (as such
term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, and
(ii) the payment of any Award to the Participant pursuant to this LTIP is or may
become subject to the additional tax under Section 409A(a)(1)(B) of the Code or
any other taxes or penalties imposed under Section 409A of the Code if provided
at the time otherwise required under this Agreement, then such payments shall be
delayed until the date that is six (6) months after the date of the
Participant’s “separation from service” (as such term is defined under Treasury
Regulation 1.409A-1(h)) or, if sooner, the date of the Participant’s
death. Any payment of an Award which is delayed pursuant to this
subparagraph shall be made in a lump sum on the first day of the seventh month
following the Participant’s “separation from service” (as such term is defined
under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of the
Participant’s death. It is intended that this LTIP and any Award
shall comply with the provisions of Section 409A of the Code and the Treasury
Regulations relating thereto so as not to subject the Participant to the payment
of additional taxes and interest under Section 409A of the Code. In furtherance
of this intent, this LTIP and the Awards shall be interpreted, operated, and
administered in a manner consistent with these intentions.
7
Schedule
A
LTIP
Participant Opportunities and Allocation of LTIP Awards
Restricted Stock
(Time-Vested) — 50% of LTIP Award
|
Participant
|
Number
of Common Shares of Time-Vested Restricted Stock to be
Awarded
|
|
|
Randy
Churchey
|
50,000
shares
|
|
|
Thomas
Trubiana
|
35,000
shares
|
|
|
Christine
Richards
|
20,000
shares
|
|
|
Randall
H. Brown
|
15,000
shares
|
|
|
Olan
Brevard
|
5,000
shares
|
|
|
Scott
Casey
|
3,500
shares
|
|
|
J.
Drew Koester
|
3,500
shares
|
|
|
Wallace
L. Wilcox
|
3,500
shares
|
|
|
David
Braden
|
|
2,500
shares
|
Restricted Stock Units
(Performance-Vested) — 50% of LTIP Award
|
Metric
|
Threshold
Performance
|
Target
Performance
|
Maximum
Performance
|
|||
|
Company’s
TSR compared to average TSR of Peer Group
|
|
Company’s
TSR is equal to or exceeds (up to 4.9%) average TSR of Peer
Group
|
|
Company’s
TSR exceeds (5%-9.9%) average TSR of Peer Group
|
|
Company’s
TSR exceeds average TSR of Peer Group by 10% or
more
|
“TSR” or
“Total
Stockholder Return” means the appreciation in the Fair Market Value of
the Common Shares (or in the case of the Peer Group (defined below), the shares
of common stock of such companies) plus any dividends paid in respect of such
stock during the Performance Period. For purposes of calculating
performance, the Committee shall compare the Company’s TSR to the average TSR of
the Peer Group at the end of the Performance Period.
“Peer
Group” means the group of companies comprised of the
following:
· American
Campus Communities, Inc. (ACC)-student housing properties
· Associated
Estates Realty Corporation (AEC)-multifamily apartment properties
· BRE
Properties, Inc. (BRE)-multifamily apartment properties
· Camden
Property Trust (CPT)-multifamily apartment properties
· Campus
Crest Communities, Inc. (CCG)-student housing properties
· Cousins
Properties Inc. (CUZ)-diverse real estate portfolio
· Home
Properties, Inc. (HME)-multifamily apartment properties
· Mid-America
Apartments (MAA)-multifamily apartment properties
· Post
Properties, Inc. (PPS)-multifamily apartment properties
· UDR,
Inc. (UDR)-multifamily apartment properties
A-1
Calculation of Restricted
Stock Units (Performance-Vested)
The table
below shows the number of Common Shares that each Participant is eligible to
receive based upon the Threshold, Target and Maximum performance
levels.
|
Number
of Common Shares Based Upon:
|
||||||||||||
|
Participant
|
Threshold
Performance
(1)
|
Target
Performance
(2)
|
Maximum
Performance
(3)
|
|||||||||
|
Randy
Churchey
|
25,000 | 50,000 | 75,000 | |||||||||
|
Thomas
Trubiana
|
17,500 | 35,000 | 52,500 | |||||||||
|
Christine
Richards
|
10,000 | 20,000 | 30,000 | |||||||||
|
Randall
H. Brown
|
7,500 | 15,000 | 22,500 | |||||||||
|
Olan
Brevard
|
2,500 | 5,000 | 7,500 | |||||||||
|
Scott
Casey
|
1,750 | 3,500 | 5,250 | |||||||||
|
J.
Drew Koester
|
1,750 | 3,500 | 5,250 | |||||||||
|
Wallace
L. Wilcox
|
1,750 | 3,500 | 5,250 | |||||||||
|
David
Braden
|
1,250 | 2,500 | 3,750 | |||||||||
(1) 50%
of Participant’s long-term incentive target value x .5.
(2) 50%
of Participant’s long-term incentive target value.
(3) 50%
of Participant’s long-term incentive target value x 1.5.
At the
end of the Performance Period, the Committee will determine the level and to
what extent (i.e., Threshold, Target or Maximum) the performance goal was
met. RSUs that satisfy the performance goal will be converted to
fully vested Common Shares.
Total for Target Amount of
LTIP Award
|
Participant
|
Restricted Stock
(Time-Vested)
50% of LTIP Award
|
Restricted Stock Units
(Performance-Vested)
50% of LTIP Award
(based upon “target”
performance)
|
Total Common
Shares
(based upon “target”
performance)
|
|||||||||
|
Randy
Churchey
|
50,000 | 50,000 | 100,000 | |||||||||
|
Thomas
Trubiana
|
35,000 | 35,000 | 70,000 | |||||||||
|
Christine
Richards
|
20,000 | 20,000 | 40,000 | |||||||||
|
Randall
H. Brown
|
15,000 | 15,000 | 30,000 | |||||||||
|
Olan
Brevard
|
5,000 | 5,000 | 10,000 | |||||||||
|
Scott
Casey
|
3,500 | 3,500 | 7,000 | |||||||||
|
J.
Drew Koester
|
3,500 | 3,500 | 7,000 | |||||||||
|
David
Braden
|
2,500 | 2,500 | 5,000 | |||||||||
|
Wallace
L. Wilcox
|
3,500 | 3,500 | 7,000 | |||||||||
|
TOTAL
|
276,000 | |||||||||||
A-2
Exhibit
A
Form
of Restricted Stock Award Agreement
Exhibit
B
Form
of Restricted Stock Unit Award Agreement