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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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“incentive stock option” within the meaning of Section 422 of the Code, whether vested or unvested, will be entitled to exercise such incentive stock option in full by providing the Company with a notice of exercise and full payment of the applicable exercise price in accordance with the terms of the applicable Stock Plan and related award agreement.

At the effective time, each outstanding option to purchase shares of common stock under the Stock Plan that is not exercised as described above, whether vested or unvested, will, automatically and without any required action on the part of the holder thereof, be cancelled and will only entitle the holder of such option to receive (without interest), as soon as reasonably practicable after the effective time (but in any event no later than five business days after the effective time), an amount in cash equal to the product of the number of shares of common stock subject to such option immediately prior to the effective time multiplied by the excess, if any, of (1) the per share merger consideration over (2) the exercise price per share of such option, less any applicable taxes. Each option with an exercise price per share that is greater than or equal to the per share merger consideration will be cancelled at the effective time for no consideration.

At the effective time, any vesting conditions applicable to each outstanding restricted share will, automatically and without any required action on the part of the holder thereof, accelerate in full and be cancelled and will only entitle the holder of such restricted share to receive (without interest), as soon as reasonably practicable after the effective time (but in any event no later than five business days after the effective time), an amount in cash equal to the number of restricted shares multiplied by the per share merger consideration, less any applicable taxes.

At the effective time, each outstanding performance share, whether vested or unvested, will automatically and without any required action on the part of the holder thereof, immediately vest on a prorated basis as follows: one-third of performance shares granted in 2018 will vest, two-thirds of performance shares granted in 2017 will vest and 100% of performance shares granted in 2016 will vest, and in each case, any portion of the award that does not vest will be forfeited without consideration. Each such vested performance share will be cancelled and only entitle the holder thereof to receive (without interest), as soon as reasonably practicable after the effective time (but in any event no later than five business days after the effective time), an amount in cash equal to (1) the total number of shares of common stock subject to such performance share (based on the higher of target performance and the actual level of performance through the effective time, as reasonably determined in good faith by the Compensation Committee of our Board), multiplied by (2) the per share merger consideration, less any applicable taxes.

At the effective time, each outstanding long-term incentive cash award, whether vested or unvested, will, automatically and without any required action on the part of the holder thereof, immediately vest on a prorated basis as follows: one-third of each long-term incentive cash award granted in 2018 will vest, two-thirds of each long-term incentive cash award granted in 2017 will vest and 100% of each long-term incentive cash award granted in 2016 will vest, and in each case, any portion of the award that does not vest will be forfeited without consideration. Each such vested Company long-term incentive cash award will be cancelled and only entitle the holder thereof to receive (without interest), as soon as reasonably practicable after the effective time (but in any event no later than five business days after the effective time), an amount in cash equal to the higher of target performance and the actual level of performance for such long-term incentive cash award through the effective time, as reasonably determined in good faith by the Compensation Committee of our Board, less any applicable taxes.

At the effective time, each deferred compensation share credited to the account of each participant in the Company’s deferred compensation plans for non-employee directors will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive (without interest) an amount in cash equal to the merger consideration, which resulting amount will become payable to such participant in accordance with the same terms, conditions and deferral elections as applied to such deferred compensation share immediately prior to the effective time.

 

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