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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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  lump sum after the qualifying termination (which uses 2017, 2016 and 2015 bonuses for purposes of this disclosure); (b) a pro rata portion of the named executive officer’s annual bonus for 2018 based on actual performance (which is estimated based on the target 2018 annual bonus amount for purposes of this disclosure), with such amount payable in a lump sum at such time bonuses are normally paid and (c) payment in respect of unvested long-term incentive cash awards, which, as described in this proxy statement, at the effective time will vest on a prorated basis (as described in the following sentence) and entitle the named executive officer to receive (without interest) an amount in cash equal to the higher of target performance and the actual level of performance for the long-term incentive cash awards through the effective time, as reasonably determined in good faith by the Compensation Committee of our Board (which is estimated based on target performance for purposes of this disclosure). The long-term incentive cash awards will vest on a prorated basis as follows: one-third of long-term incentive cash awards granted in 2018 will vest, two-thirds of long-term incentive cash awards granted in 2017 will vest and 100% of long-term incentive cash awards granted in 2016 will vest, and in each case, any portion of the award that does not vest will be forfeited without consideration. The severance payment and pro rata annual bonus payment are “double-trigger” (i.e., payable upon a qualifying termination in connection with the occurrence of the change in control), although for Messrs. LaRue and O’Brien, the severance payment and the pro rata annual bonus are identical to those applicable on any qualifying termination regardless of the occurrence of the change in control. The payment in respect of long-term incentive cash awards is “single-trigger” (i.e., the awards will become vested and payable upon the closing) for each of Messrs. LaRue, O’Brien, Bishop and Brian Ratner.

The cash payments payable to Mr. Ronald Ratner consist of: (a) a severance payment based on his annual base salary and years of service with the Company, payable in regular installments in accordance with the Company’s normal payroll practices over the course of the severance period, the length of which is also based upon his years of service with the Company; (b) a pro rata portion of his annual bonus for 2018 based on target performance, with such amount payable as soon as practicable following termination of employment, and (c) a pro rata portion of his unvested long-term incentive cash awards granted in 2016 and 2017 which, in accordance with the retirement treatment applicable to such awards, will be based on the actual level of performance (which is estimated based on target performance for purposes of this disclosure) and prorated for the portion of the performance period prior to termination of employment. His long-term incentive cash award granted in 2018 was forfeited without consideration. The severance payment, pro rata annual bonus payment and payment in respect of long-term incentive cash awards are payable in connection with Mr. Ronald Ratner’s qualifying termination regardless of the occurrence of the change in control.

Set forth below are the separate values of each of the severance payment, the pro rata annual bonus and the long-term incentive cash awards.

 

Name

   Severance
Payment ($)
     Pro Rata Annual
Bonus ($)
     Long-Term
Incentive Cash
Awards ($)
     Total ($)  

David J. LaRue

   $ 3,860,610.17      $ 923,541.67      $ 2,121,094.67      $ 6,905,246.50  

Robert G. O’Brien

   $ 2,615,423.63      $ 550,449.17      $ 878,872.67      $ 4,044,745.47  

Duane F. Bishop

   $ 2,126,576.00      $ 467,500.00      $ 752,500.00      $ 3,346,576.00  

Brian J. Ratner

   $ 1,701,199.46      $ 346,698.00      $ 310,588.00      $ 2,358,485.46  

Ronald A. Ratner

   $ 882,692.31      $ 382,500.00      $ 562,500.00      $ 1,827,692.31  

 

(2)

For Messrs. LaRue, O’Brien, Bishop and Brian Ratner, represents the value of unvested restricted shares and performance shares held by each such named executive officer as of July 31, 2018, which will “single-trigger” vest upon the effective time. No named executive officer holds outstanding unvested stock options. Restricted shares will vest in full at the effective time and will entitle the named executive officer to receive an amount in cash equal to the number of restricted shares multiplied by the per share merger consideration (assuming no dividends or distributions). Performance shares will vest on a prorated basis (as described in the next sentence) at the effective time, and each such vested performance share will entitle the named executive officer to receive (without interest) an amount in cash equal to the total number of shares subject

 

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