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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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Named Executive Officers” beginning on page 23. The estimated aggregate amount that would be payable to the Company’s four executive officers who are not named executive officers under their change of control agreements if the merger is completed and they are to experience a qualifying termination on December 10, 2018 is $6,901,686.33 (excluding the value of their unvested Company equity awards and long-term incentive cash awards, which will be treated as provided under the merger agreement and are quantified in the section entitled “—Treatment of Outstanding Equity-Based Awards and Long-Term Incentive Cash Awards” beginning on page 85)”.

Plans Applicable to Mr. Ronald Ratner

Mr. Ronald Ratner participated in the Forest City Employer, LLC Severance Plan (the “severance plan”), which provides severance benefits to eligible participants who do not otherwise have a separate contract governing severance benefits upon their termination of employment. The severance plan provides severance benefits upon a termination without cause, including, without limitation, in connection with a reduction in force, a voluntary window program or a sale or divestiture of the participant’s business unit or division, which we refer to as a qualifying termination, provided that the participant has not accepted another position within the Company or is not offered employment in a comparable position (as defined below) by the Company or a successor employer. All payments under the severance plan are contingent upon the participant’s execution of a release claim against the Company.

For purposes of the severance plan, a “comparable position” means one that is located within a reasonable commuting distance of the participant’s former worksite or residence, having similar hours and job responsibilities and comparable base compensation and target annual bonus opportunity to the participant’s prior position.

The severance plan provides that, in the event the participant has a qualifying termination, and provided that the participant has not accepted another position within the Company or is not offered employment in a comparable position by the Company or a successor employer, the participant will be entitled to:

 

   

a cash severance payment calculated based on the participant’s annual base salary and years of service with the Company, with such amount 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 the participant’s years of service with the Company; and

 

   

continued medical, dental and vision insurance benefits for up to 18 months after the qualifying termination, with the Company subsidizing 65% of the applicable COBRA premiums.

Mr. Ronald Ratner also participated in the Company’s annual bonus plan. In connection with his termination of employment, Mr. Ronald Ratner will be entitled to 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.

For an estimate of the amounts payable to Mr. Ronald Ratner upon a qualifying termination under the severance plan and the annual bonus plan, see the section entitled “Proposal 2—Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers” beginning on page 23.

Retention Awards

The Company may grant cash retention awards to employees, including certain of our executive officers, that will vest and become payable (i) 50% upon the closing and (ii) 50% on the 180th day following the closing, in each case subject to the employee’s continued employment through such dates or, if earlier, upon the employee’s qualifying termination, subject to the employee’s timely execution and non-revocation of a release of claims against the Company. None of the named executive officers is expected to receive such an award. The estimated aggregate amount of such cash retention awards that is expected to be payable to the Company’s four other executive officers if the merger is completed and they are to experience a qualifying termination on December 10, 2018 is $1,900,000. For any of these executive officers, a qualifying termination will generally include a termination without cause or by the employee for “good reason” (as defined under the employee’s change of control agreement with the Company, as described above).

 

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