|FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018|
For an estimate of the amounts that would be payable to each of Messrs. LaRue and OBrien upon a qualifying termination under their employment agreements, see the section entitled Proposal 2Non-Binding, Advisory Vote on Merger-Related Compensation for the Companys Named Executive Officers beginning on page 23.
Change of Control Agreements
Messrs. Bishop and Brian Ratner and each of our executive officers who are not named executive officers are parties to change of control agreements with the Company (the change of control agreements). The change of control agreements provide that in the event the executive officer is terminated without cause or for disability or resigns for good reason (as defined below) within two years after a change in control, he or she will be entitled to severance benefits from the Company. The merger will constitute a change in control for purposes of the change of control agreements. All payments to the executive officers are contingent upon his or her execution of a release of claims against the Company and his or her compliance with the non-competition, non-solicitation, non-disparagement and confidentiality covenants. The change of control agreements provide that the executive officer may elect to forego the severance amounts and benefits under the agreements in exchange for the Company releasing the executive officer from the non-competition and non-solicitation covenants.
For purposes of the change of control agreements, good reason means the occurrence of any of the following without the employees consent: (1) any reduction of the employees annual base salary, (2) any reduction of the employees target bonus opportunity, (3) a material reduction in employees title, authority, responsibilities or reporting relationship as in effect immediately prior to the change of control, (4) the Companys material breach of any of its obligations to employee under the change of control agreement or (5) the Companys requirement that in order to perform his or her obligations to the Company, the employee must relocate his or her residence to a location more than 50 miles from the employees office location immediately prior to the change of control.
The change of control agreements provide that, in the event the executive officers employment is terminated by the Company without cause or for disability or by the executive officer for good reason, each of which we refer to as a qualifying termination, within two years following a change in control, the executive officer will be entitled to:
For an estimate of the amounts that would be payable to Messrs. Bishop and Brian Ratner upon a qualifying termination within two years following a change in control under their change of control agreements, see the section entitled Proposal 2Non-Binding, Advisory Vote on Merger-Related Compensation for the Companys