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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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(b) Treatment of Restricted Shares. At the Effective Time, any vesting conditions applicable to each outstanding restricted stock award (specifically excluding any awards subject to performance-based vesting) (each, a “Company Restricted Share”) under the Stock Plan, 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 Company 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 (x) the number of Company Restricted Shares multiplied by (y) the Merger Consideration, less any applicable Taxes required to be withheld with respect to such payment.

(c) Treatment of Performance Shares and Long-Term Incentive Cash Awards. At the Effective Time, (A) each outstanding performance-based stock award (each, a “Company Performance Share”) under the Stock Plan, 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 set forth in Section 4.3(c) of the Disclosure Schedule, and (B) each vested Company Performance Share will only entitle the holder of such Company Performance 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 (x) the total number of Shares subject to such Company 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 the Company Board, multiplied by (y) the Merger Consideration, less any applicable Taxes required to be withheld with respect to such payment; provided that with respect to any Company Performance Shares that constitute nonqualified deferred compensation subject to Section 409A of the Code and that are not permitted to be paid at the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment will be made at the earliest time permitted under the Stock Plan and applicable award agreement that will not trigger a Tax or penalty under Section 409A of the Code. At the Effective Time, (A) each outstanding performance-based cash award (each, a “Company Long-Term Incentive Cash Award”) under the Company’s long-term incentive plans, 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 set forth in Section 4.3(c) of the Disclosure Schedule, and (B) each vested Company Long-Term Incentive Cash Award will only entitle the holder of such Company Long-Term Incentive Cash Award 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 Company Long-Term Incentive Cash Award through the Effective Time, as reasonably determined in good faith by the compensation committee of the Company Board; provided that with respect to any Company Long-Term Incentive Cash Award that constitutes a nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be paid at the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment will be made at the earliest time permitted under the applicable long-term incentive plan and award agreement that will not trigger a Tax or penalty under Section 409A of the Code.

(d) Deferred Compensation Plans for Nonemployee Directors. At the Effective Time, each hypothetical Share credited to the Account (as defined in the Company Deferred Compensation Plan for Nonemployee Directors and the Company 2005 Deferred Compensation Plan for Nonemployee Directors, the “Director Deferred Compensation Plans”) of each participant in the Director Deferred Compensation Plans (each hypothetical Share, a “Company Other Award”), 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 product of (x) the number of Shares subject to such Company Other Award immediately prior to the Effective Time multiplied by (y) 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 Company Other Award immediately prior to the Effective Time.

(e) Employee Stock Purchase Plan. As soon as practicable following the date of this Agreement, the Company shall take all actions with respect to the Company’s Employee Stock Purchase Plan (the “Company ESPP”) that are necessary to (A) provide that, subject to the consummation of the Merger, the Company ESPP will terminate, effective immediately prior to the Effective Time, (B) provide, or cause Wells

 

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