Exhibit 10(x)(x)(v)(i)(i)(i)
FEDERAL REALTY INVESTMENT TRUST
RESTRICTED SHARE AWARD AGREEMENT
This Restricted Share Award Agreement (this "Agreement") is made as of
February 9, 2000 between Federal Realty Investment Trust, a Maryland real estate
investment trust (the "Trust"), and Xxxxxx X. Xxxx, an individual employee of
the Trust (the "Key Employee").
WHEREAS, the Compensation Committee of the Board of Trustees of the Trust
(the "Board of Trustees") has authorized the award by the Trust to the Key
Employee under the Trust's Amended and Restated 1993 Long-Term Incentive Plan
(the "Amended Plan") of a Restricted Share Award for a certain number of shares
of beneficial interest of the Trust (the "Shares"); and
WHEREAS, the parties hereto desire to set forth in this Agreement their
respective rights and obligations with respect to such Shares;
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Award of Restricted Shares.
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1.1. The Trust hereby grants to the Key Employee, as of February 9,
2000 (the "Award Date"), thirty-seven thousand five hundred (37,500) Shares (the
"Restricted Shares"), subject to the restrictions and other terms and conditions
set forth herein and in the Amended Plan.
1.2. On or as soon as practicable after the Award Date, the Trust
shall cause one or more stock certificates representing the Restricted Shares to
be registered in the name of the Key Employee. Such stock certificate or
certificates shall be subject to a stop-transfer order and such other
restrictions as the Board of Trustees or any committee thereof may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Shares are listed and
any applicable federal or state securities law, and the Trust may cause a legend
or legends to be placed on such certificate or certificates to make appropriate
reference to such restrictions.
1.3. The certificate or certificates representing the Restricted
Shares shall be held in custody by the Chief Financial Officer of the Trust
until the Restriction Period
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(as hereinafter defined in Paragraph 3) with respect thereto shall have lapsed.
Simultaneously with the execution and delivery of this Agreement, the Key
Employee shall deliver to the Trust one or more undated stock powers endorsed in
blank relating to the Restricted Shares. The Trust shall deliver or cause to be
delivered to the Key Employee or, in the case of the Key Employee's death, to
the Key Employee's Beneficiary, one or more stock certificates for the
appropriate number of Shares, free of all such restrictions, as to which the
restrictions herein shall have expired. Upon forfeiture, in accordance with
Paragraph 3, of all or any portion of the Restricted Shares, the certificate or
certificates representing the forfeited Restricted Shares shall be canceled.
2. Restrictions Applicable to Restricted Shares.
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2.1. Beginning on the Award Date, the Key Employee shall have all
rights and privileges of a stockholder with respect to the Restricted Shares,
except that the following restrictions shall apply:
(a) none of the Restricted Shares may be assigned or transferred
(other than by will or the laws of descent and distribution, or in the
Committee's discretion, pursuant to a domestic relations order within
the meaning of Rule 16a-12 of the Securities Exchange Act of 1934, as
amended), pledged (subject to Paragraph 4 hereof) or sold by the Key
Employee during the Restriction Period (as hereinafter defined in
Paragraph 3);
(b) all or a portion of the Restricted Shares may be forfeited
in accordance with Paragraph 3; and
(c) any Shares distributed as a dividend or otherwise with
respect to any Restricted Shares as to which the restrictions have not
yet lapsed shall be subject to the same restrictions as such
Restricted Shares and shall be represented by book entry and held in
the same manner as the Restricted Shares with respect to which they
were distributed.
2.2. Any attempt to dispose of Restricted Shares in a manner contrary
to the restrictions set forth in this Agreement shall be null, void and
ineffective. As the restrictions set forth in this Paragraph 2 hereof lapse in
accordance with the terms of this Agreement as to all or a portion of the
Restricted Shares, such shares shall no longer be considered Restricted Shares
for purposes of this Agreement.
3. Restriction Period.
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3.1. Subject to Paragraphs 3.2 through 3.6, the restrictions set
forth in Paragraph 2 shall apply for a period (the "Restriction Period") from
the Award Date until such Restriction Period lapses. For the period of time
beginning on the Award Date until the eighth anniversary of the Award Date, as
of the last day of each month during such period, the Restriction Period with
respect to three hundred ninety-one (391) Restricted Shares shall lapse;
provided, however, that the Restriction Period for any particular Restricted
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Shares shall not lapse on the date set forth above unless the Key Employee
tenders to the Trust (or the Trust otherwise withholds in accordance with
Paragraph 3.6) (i) the amount of any state and federal withholding tax
obligation which will be imposed on the Trust by reason of the lapsing of the
Restriction Period for such Restricted Shares or (ii) an executed promissory
note evidencing the Key Employee's obligation to repay a Tax Loan (as defined in
Paragraph 4) in the amount of any such tax obligation.
3.2. (a) The Restriction Period shall lapse as to all Restricted
Shares if the Key Employee is terminated by the Trust (i) without Cause (as
defined in Paragraph 3.2(b)) or (ii) due to Disability (as defined in Paragraph
3.2(b)), and if the Key Employee or his legal representative tenders (or the
Trust otherwise withholds in accordance with Paragraph 3.6) (x) the amount of
any state and federal withholding tax obligation which will be imposed on the
Trust by reason of the lapsing of the Restriction Period for the Restricted
Shares or (y) an executed promissory note evidencing the Key Employee's
obligation to repay a Tax Loan (in accordance with Paragraph 4) in the amount of
any such tax obligation.
(b) For purposes of this Agreement, the terms "Cause" and
"Disability" shall have the meanings assigned to them in the Severance Agreement
between the Trust and the Key Employee in effect from time to time.
3.3. The Restriction Period shall lapse as to all Restricted Shares
upon the occurrence of a Change in Control. In such event, if the Key Employee
tenders (or the Trust otherwise withholds in accordance with Paragraph 3.6) the
amount of any state and federal withholding tax obligation which will be imposed
on the Trust by reason of the lapsing of the Restriction Period for the
Restricted Shares, the Trust shall deliver or cause to be delivered to the Key
Employee, within ten (10) business days after the Change in Control, one or more
stock certificates representing those Shares as to which the Restriction Period
shall have lapsed. In the event of a Change in Control, the Trust shall make a
payment to the Key Employee in the amount of federal and state income taxes that
he will incur as a result of the lapsing of the Restriction Period with respect
to all Restricted Shares under this Paragraph 3.3 (the "Income Tax Payment");
provided, however, that the Trust shall withhold from such Income Tax Payment
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and pay to the applicable government taxing authorities, any amounts required to
be withheld with respect to the Income Tax Payment under applicable law.
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3.4. In the event of the death of the Key Employee, the Restriction
Period shall lapse as to three hundred ninety-one (391) Restricted Shares as
provided in Paragraph 3.1, as of the last day of the month in which the Key
Employee dies, if the Key Employee's legal representative tenders (or the Trust
otherwise withholds in accordance with Paragraph 3.6) (i) the amount of any
state and federal withholding tax obligation which will be imposed on the Trust
by reason of the lapsing of the Restriction Period for such Restricted Shares or
(ii) an executed promissory note evidencing the Key Employee's estate's
obligation to repay a Tax Loan (in accordance with Paragraph 4) in the amount of
any such tax obligation. After the Restriction Period with respect to such
Shares has lapsed, all rights of the Key Employee to any and all then-remaining
Restricted Shares shall terminate and be forfeited.
3.5. If during the Restriction Period (i) the Key Employee is
terminated by the Trust for Cause or (ii) the Key Employee voluntarily
terminates his employment in all capacities with the Trust (other than due to
Disability, death or after a Change in Control), then all rights of the Key
Employee to any and all then-remaining Restricted Shares shall terminate and be
forfeited.
3.6. In the event the Key Employee or his legal representative (i)
fails to promptly tender to the Trust any required tax withholding amount in
accordance with this Paragraph 3 or (ii) elects not to execute a promissory note
evidencing his obligation to repay a Tax Loan (in accordance with Paragraph 4)
in the amount of any required tax withholding amount, then the Trust shall
retain a portion of the Restricted Shares sufficient to meet its tax withholding
obligation.
4. Tax Loan. (a) The Trust shall extend loans to the Key Employee
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from time to time to provide him with funds to pay the federal and state taxes
that he will incur as a result of the lapsing of the Restriction Period with
respect to Restricted Shares except with respect to federal and state taxes
incurred as a result of the lapsing of the Restriction Period with respect to
Restricted Shares under Paragraph 3.3 ("Tax Loans"). The Key Employee will
execute promissory notes in the form attached to this Agreement to evidence his
obligation to repay such Tax Loans. The Key Employee hereby pledges the
Restricted Shares awarded to him hereunder as to which the Restriction Period
has lapsed, and assigns to the Trust all quarterly cash or other dividends paid
on the Restricted Shares awarded to him hereunder as collateral to secure his
obligation to repay any Tax Loans extended to him hereunder and any accrued but
unpaid Interest on such Tax Loans. As of each date a Tax Loan is extended to the
Key Employee, the dollar amount of such Tax Loan so issued to the Key Employee
hereunder shall not exceed 50% of the Fair Market Value of the Shares awarded to
the Key Employee hereunder as to which the Restriction Period has then lapsed.
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(b) In the event of a Change in Control, the Trust shall extend a
loan to the Key Employee to provide him with funds to pay the federal and state
income taxes that he will incur as a result of (i) the forgiveness of any Tax
Loans extended under Paragraph 4(a) and (ii) receipt of the Income Tax Payment
(in accordance with Paragraph 4.4) (the "Change in Control Tax Loan"). The Key
Employee will execute a promissory note in the form attached to this Agreement
to evidence his obligation to repay such Change in Control Tax Loan.
5. Miscellaneous.
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5.1. Definitions; Application of Amended Plan. Capitalized terms
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used in this Agreement, unless otherwise defined herein, have the respective
meanings given to such terms in the Amended Plan. The terms of the Amended Plan
are incorporated by reference as if set forth herein in their entirety and,
except as specifically provided herein, shall govern the terms of this
Restricted Share Award Agreement.
5.2. Notices. Any notice required or permitted to be given under
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this Agreement shall be in writing and shall be deemed to have been given when
delivered in person or when deposited in the U.S. mail, registered or certified,
postage prepaid, and mailed to the respective addresses set forth herein, unless
a party changes its address for receiving notices by giving notice in accordance
with this Paragraph, in which case, to the address specified in such notice.
5.3. Continued Employment. This Agreement shall not confer upon the
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Key Employee any right with respect to continuance of employment by the Trust.
5.4. Entire Agreement; Amendment. This Agreement constitutes the
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entire agreement of the parties with respect to the subject matter hereof and
shall supersede all prior agreements and understandings, oral or written,
between the parties with respect thereto. No provision of this Agreement may be
amended, modified or waived at any time unless such amendment, modification or
waiver shall be agreed to in writing and signed by both of the parties hereto.
5.5. Assignment. This Agreement shall be binding upon and inure to
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the benefit of the heirs and representatives of the Key Employee and the assigns
and successors of the Trust, but neither this Agreement nor any rights
hereunder, subject to Paragraph 2.1(a), shall be assignable or otherwise subject
to hypothecation by the Key Employee.
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5.6. Severability. If, for any reason, any provision of this
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Agreement is held invalid, such invalidity shall not affect any other provision
of this Agreement not so held invalid, and each such other provision shall to
the full extent consistent with law continue in full force and effect. If any
provision of this Agreement shall be held invalid in part, such invalidity shall
in no way affect the rest of such provision not held so invalid, and the rest of
such provision, together with all other provisions of this Agreement, shall to
the full extent consistent with law continue in full force and effect.
5.7. Governing Law. This Agreement and its validity, interpretation,
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performance and enforcement shall be governed by the laws of the State of
Maryland other than the conflict of laws provisions of such laws, and shall be
construed in accordance therewith.
5.8. Certain References. References to the Key Employee in any
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provision of this Agreement under circumstances where the provision should
logically be construed to apply to the Key Employee's executors or the
administrators, or the person or persons to whom all or any portion of the
Restricted Shares may be transferred by will or the laws of descent and
distribution, shall be deemed to include such person or persons.
5.9. Headings. The headings of Paragraphs hereof are included solely
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for convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.
5.10. Source of Payments. Payments provided under this Agreement, if
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any, shall be paid in cash from the general funds of the Trust, and no special
or separate fund shall be established and no other segregation of assets shall
be made to assure payment.
5.11. Counterparts. This Agreement may be executed in multiple
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counterparts with the same effect as if each of the signing parties had signed
the same document. All counterparts shall be construed together and constitute
the same instrument.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be duly executed
and the Key Employee has hereunto set his hand effective as of the day and year
first above written.
FEDERAL REALTY INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxx
_____________________________
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Name: Xxxxxx X. Xxxx
Title: Chair, Compensation Committee
Address:
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
KEY EMPLOYEE:
/s/ Xxxxxx X. Xxxx
______________________________________
XXXXXX X. XXXX
Address:
00 Xxxxxxx Xxxxx Xxx
Xxxxx Xxxxx, Xxxxxxxx 00000
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