Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 13, 2009, the Compensation Committee (the "Committee") of the Board of
Directors of First Industrial Realty Trust, Inc. (the "Company") approved the
terms of service-based and performance-based incentive awards to certain
officers and employees of the Company, including the Company's Chief Investment
Officer and acting Chief Financial Officer.
Service-Based Incentive Plan (the "Service Plan")
Grantees of an award under a Service-Based Bonus Agreement (the "Bonus
Agreement") pursuant to the Service Plan who remain employed with the Company
through and including June 30, 2010 will be eligible for a specified cash bonus
(the "Bonus"). In the event (i) a grantee's employment with the Company is
terminated on or prior to June 30, 2010 as a result of grantee's death or by the
Company due to grantee's disability or (ii) a change of control is consummated
on or prior to June 30, 2010 and the grantee remains employed with the Company
through the date of such change of control, the grantee will be eligible for an
amount in cash equal to four (4) times the Bonus, in lieu of the Bonus. Subject
to the foregoing, in the event of the termination of a grantee's employment with
the Company by the Company with or without cause or by the grantee for any
reason prior to the earlier of June 30, 2010 or the consummation of a change of
control, the grantee will not be eligible for any Bonus.
Under their respective Service-Based Bonus Agreements, the Bonuses specified for
Johannson L. Yap, the Company's Chief Investment Officer, and Scott A. Musil,
the Company's acting Chief Financial Officer, are $66,900 and $46,830,
respectively.
A copy of the form of Bonus Agreement is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Performance-Based Incentive Plan (the "Performance Plan") under the First
Industrial Realty Trust, Inc. 2001 Stock Incentive Plan
Grantees of an award under a Restricted Stock Unit Award Agreement (the "RSU
Agreement") pursuant to the Performance Plan will be issued a specified number
of restricted stock units ("Performance RSUs"), each of which represents the
right to receive, upon vesting, one share of the Company's common stock plus any
dividend equivalents that have accrued prior to the date of vesting.
The Performance RSUs and associated dividend equivalents will have a
performance-based vesting component and a time-based vesting component, and each
Performance RSU will vest upon the later to occur of the satisfaction of the
relevant performance-based and time-based vesting component. The
performance-based component will be satisfied with respect to installments of
25% of the Performance RSUs in the event that the Company maintains, for a
period of 15 consecutive days prior to June 30, 2014, stock price targets of
$9.00, $13.00, $17.00 and $21.00, respectively. The time-based component is
subject to a grantee's continued employment over a period of four years, with
25% vesting on each of June 30, 2010, 2011, 2012 and 2013.
Upon the consummation of a change of control of the Company, all Performance
RSUs will vest in full. In the event of a termination of a grantee's employment
due to his death or disability, each unvested Performance RSU will vest to the
extent that:
• the time-based condition relating to that Performance RSU would have
been satisfied had the grantee remained employed for an additional 24
months, and
• the performance-based condition relating to that Performance RSU is
satisfied at any time through the earlier of the 24-month anniversary
of the grantee's termination and June 30, 2014.
All vested RSUs will be distributed in shares of the Company's common stock. At
the Company's option, the Company may pay dividend equivalents in cash or common
stock.
Under their respective RSU Agreements, Johannson L. Yap, the Company's Chief
Investment Officer, and Scott A. Musil, the Company's acting Chief Financial
Officer, will receive 40,000 Performance RSUs and 28,000 Performance RSUs,
respectively.
A copy of the form of RSU Agreement is attached hereto as Exhibit 10.2 and
incorporated herein by reference.
Table of Contents
Add
FR to Portfolio
Set Alert
Email to a
Friend