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8-K - FORM 8-K FOR PERIOD ENDING MAY 25, 2011 - EASTGROUP PROPERTIES INCform8k.htm

Exhibit 10.1
AMENDMENT NO. 3
TO
EASTGROUP PROPERTIES, INC.
2005 DIRECTORS EQUITY INCENTIVE PLAN

 
WHEREAS, EastGroup Properties, Inc., (the “Company”) established the EastGroup Properties, Inc. 2005 Directors Equity Incentive Plan (the “Plan”), effective June 1, 2005, and
 
WHEREAS, Section 9.1 of the Plan provides that the Board of Directors of the Company may amend the Plan at any time, provided that the approval of shareholders would be required for an increase in the aggregate number of shares of the common stock, par value $0.0001 per share, of the Company (“Shares”) that may be awarded under the Plan, and
 
WHEREAS, the Board of Directors has authorized the amendment of the Plan set out below,
 
NOW, THEREFORE, the Plan is amended as follows, effective May 25, 2011:
 
                                1. Section 6.2 is amended to read as follows:
 
            6.2   Annual Award Formula.  The formula for computing the number of Shares to be awarded to each eligible Outside Director as of the date of an annual meeting pursuant to Section 6.1 is:
 
                                                   (a)  For annual meetings in 2011 and later years, the number of Shares shall be equal to $50,000 divided by the Fair Market Value of a Share on the date
                                of the annual meeting with respect to which the award is being made.  If the annual meeting is recessed to a later date, the divisor shall be the Fair Market Value of a
                                Share on the date on which the meeting is ultimately adjourned.
 
                                                   (b)  For annual meetings in 2008, 2009 and 2010, the number of Shares was equal to $40,000 divided by the Fair Market Value of a Share on the date of the
                                annual meeting with respect to which the award was made.
 
                                                   (c)  For annual meetings in 2006 and 2007, the number of Shares was equal to $25,000 divided by the Fair Market Value of a Share on the date of the annual
                                meeting with respect to which the award was made.
 
                                                  (d)  For the annual meeting in 2005, the number of Shares was equal to $10,000 divided by the Fair Market Value of a Share on the date of the annual meeting
                               with respect to which the award was made.
 
                               2. These amendments shall be incorporated into a document titled:  “EastGroup Properties, Inc. 2005 Directors Equity Incentive Plan as Amended and Restated Effective May 25, 2011.”
 
IN WITNESS WHEREOF, the Board of Directors of the Company has caused this amendment to be executed at a meeting held on May 25, 2011.
 

 
EASTGROUP PROPERTIES, INC.
     
 
By:
/s/ N. KEITH MCKEY
   
N. KEITH MCKEY
   
Executive Vice President, Chief Financial Officer
   
Secretary and Treasurer