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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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will be cancelled in exchange for cash payments in the same manner as those Company equity awards held by other employees of the Company. The long-term incentive cash awards held by the Company’s executive officers immediately prior to the effective time will also be cancelled in exchange for cash payments in the same manner as such awards held by other employees of the Company. As described further in the section entitled “The Merger Agreement—Treatment of Company Equity, Equity-Based Awards, Long-Term Incentive Cash Awards and Purchase Rights Under the Company ESPP” beginning on page 99, Company equity awards and long-term incentive cash awards will be subject to the following treatment:

 

   

Stock Options. Effective as of five business days prior to, and conditional upon the occurrence of, the effective time, each holder of an outstanding incentive stock option under the Stock Plan, 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 Stock Plan and applicable 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 be cancelled and will entitle the holder of such option to receive (without interest) an amount in cash equal to the product of the number of shares subject to such option immediately prior to the effective time multiplied by the excess, if any, of the per share merger consideration over 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.

 

   

Restricted Shares. At the effective time, any vesting conditions applicable to each restricted share will automatically accelerate in full and be cancelled, and will entitle the holder of such restricted share to receive (without interest and less any applicable taxes) an amount in cash equal to the number of restricted shares multiplied by the per share merger consideration.

 

   

Performance Shares. At the effective time, each performance share, whether vested or unvested, will automatically vest on a prorated basis (as described in the following sentence) and be cancelled, and each such vested performance share will entitle the holder thereof to receive (without interest and less any applicable taxes) an amount in cash equal to the total number of shares 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 the per share merger consideration. The performance shares will 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.

 

   

Long-Term Incentive Cash Awards. At the effective time, each long-term incentive cash award, whether vested or unvested, will automatically vest on a prorated basis (as described in the following sentence) and be cancelled, and each such vested long-term incentive cash award will entitle the holder thereof to receive (without interest and less any applicable taxes) 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. The long-term incentive cash awards will vest on a prorated basis as follows: one-third of the long-term incentive cash awards granted in 2018 will vest, two-thirds of the long-term incentive cash awards granted in 2017 will vest and 100% of the 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.

As previously disclosed, Mr. Ronald Ratner’s employment with the Company terminated on September 15, 2018, prior to the effective time. Because Mr. Ronald Ratner was retirement-eligible, in connection with his termination of employment and in accordance with the retirement treatment applicable to his awards (a) his unvested restricted shares will vest in full, (b) a pro rata portion of his unvested performance shares granted in 2016 and 2017 will vest based on the actual level of performance prorated for the portion of the performance

 

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