Exhibit 10(f)
CHANGE IN CONTROL AGREEMENT
AGREEMENT by and
between EASTGROUP PROPERTIES, INC., a Maryland corporation
(the "Company"), with offices at 300 One
Jackson Place, 188 East Capitol Street,
Jackson, Mississippi 39201-2195, and
____________________ (the "Executive"), an
individual residing at ____________________, dated as of the ___ day of
__________.
WHEREAS, the
Company recognizes that the current business environment makes
it difficult to attract and retain highly
qualified executives
unless a certain
degree of security can be offered to such
individuals against organizational and
personnel changes that frequently follow
changes in control of an organization;
and
WHEREAS,
even rumors of
acquisitions
or mergers may cause
executives to
consider major career changes in an effort to assure
financial security for
themselves and their families; and
WHEREAS,
the Company desires to
assure fair treatment of its executives in
the event of a Change in Control
(as defined below) and to allow them to
make
critical career decisions without undue
time pressure and financial uncertainty,
thereby increasing their willingness to
remain with the Company notwithstanding
the outcome of a possible Change in Control
transaction; and
WHEREAS,
the Company
recognizes
that its executives
will be involved
in
evaluating or negotiating any offers, proposals, or other transactions that
could result in Changes in Control of the
Company and believes that it is in the
best interest of the Company and its
stockholders for such executives to be in a
position, free from personal financial and
employment considerations, to be able
to assess objectively and pursue aggressively the interests of the Company's
security holders in making these
evaluations and carrying on such negotiations;
and
WHEREAS, the
Board of Directors (the "Board") of the Company believes it is
essential to provide the Executive with
compensation
arrangements upon a Change
in Control that provide the Executive
with individual financial security and
that are competitive with those of other corporations, and, in order to
accomplish these objectives, the Board has
caused the Company to enter into this
Agreement.
NOW THEREFORE, the parties, for good and valuable consideration and
intending to be legally bound, agree as
follows:
1. Operation and Term of Agreement. This Agreement shall be effective
immediately upon its execution.
This Agreement may be
terminated by the Company
upon six (6) months' advance written notice
to the Executive; provided, however,
that after a Change in Control of the
Company during the term of this Agreement,
this Agreement shall remain in effect until all of the obligations of the
parties under the Agreement are satisfied
and the Protection
Period (as defined
below) has expired. Prior to a Change in Control this Agreement shall
immediately terminate upon termination of
the Executive's employment or upon the
Executive's ceasing to be an elected
officer of the Company, except in the case
of such termination under circumstances set
forth in Section 2(e) below.
2. Certain Definitions. The following words and phrases shall have the
meanings given for the purposes of this
Agreement:
(a) "Cause" shall mean (i) the continued failure by the Executive to
perform his material responsibilities and duties toward
the Company (other than
any such failure resulting from the Executive's incapacity due to physical or
mental illness); (ii) the engaging by the Executive in willful or reckless
conduct that is demonstrably injurious to the Company
monetarily or
otherwise;
(iii) the conviction of the Executive of a felony;
or (iv) the
commission or
omission of any act by the Executive that is materially inimical to the best
interests of the Company and that constitutes on the part of the Executive
common law fraud or malfeasance,
misfeasance, or
nonfeasance of duty; provided,
however, that "cause" shall not include the
Executive's
lack of professional
qualifications. For purposes of this Agreement, an act, or failure to act, on
the Executive's part shall be considered
"willful" or
"reckless" only if done,
or omitted, by him not in good faith and
without reasonable belief that his
action or omission was in the best interest of the Company. The Executive's
employment shall not be deemed to have been
terminated
for "cause" unless
the
Company shall have given or delivered to
the Executive (A)
reasonable
notice
setting forth the reasons for the Company's intention to terminate the
Executive's employment for "cause"; (B) a
reasonable
opportunity, at any
time
during the 30-day period after the
Executive's receipt of
such notice, for
the
Executive, together with his counsel,
to be heard before the
Board; and (C) a
Notice of Termination (as defined in
Section 10 below) stating that, in the good
faith opinion of not less than a majority
of the entire membership of the Board,
the Executive was guilty of the conduct set
forth in clauses (i),
(ii), (iii),
or (iv) of the first sentence of this
Section 2(a).
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(b) "Change in Control" shall mean a change in control of
a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of
Regulation 14A promulgated under the Securities and Exchange Act of
1934, as
amended (the "Exchange Act"), whether or
not the Company is then subject to such
reporting requirements; provided that, without limitation,
a Change in
Control
shall be deemed to have occurred if (i) any person (as such term is used in
section 13(d) and 14(d) of the Exchange
Act) is or becomes
beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30
percent or more of the combined voting
power of the Company's then outstanding
securities; or (ii) during any period of
two consecutive years, the following
persons (the "Continuing Directors") cease
for any reason to constitute a majority of the Board:
individuals
who at the
beginning of such period constitute the Board and new directors
each of whose
election to the Board or nomination for election to the Board by the
Company's
security holders was approved by a vote of
at least two-thirds of the directors
then still in office who either were
directors at the beginning of the period or
whose election or nomination for election was previously so
approved; or (iii)
the security holders of the Company
approve a merger or
consolidation
of the
Company with any other corporation, other than (A) a merger or
consolidation
that would result in the voting securities of the Company outstanding
immediately before the merger or consolidation
continuing to
represent (either
by remaining outstanding or by being
converted into voting
securities of such
surviving entity) a majority of the voting
securities of the Company or of such
surviving entity outstanding immediately after such merger or
consolidation or
(B) a merger of consolidation that is approved by a Board having
a majority of
its members persons who are Continuing
Directors, of which
Continuing Directors
not less than two-thirds have approved the
merger or consolidation; or (iv) the
security holders of the Company
approve a plan of
complete liquidation
of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's
assets.
(c) "Code" shall
mean the Internal Revenue Code of 1986, as amended.
(d) "Disability," for purposes of this Agreement, shall mean total
disability as defined in any long-term
disability plan
sponsored by the Company
in which the Executive participates, or, if
there is no such plan or it does not
define such term, then Disability
shall mean the
physical or mental
incapacity
of the Executive that prevents the
Executive from
substantially
performing the
duties of the office or position to which
the Executive was elected or appointed
by the Board for a period of at least 180
days, which incapacity
is expected to
be permanent and continuous through the
Executive's 65th birthday.
(e) The "Change
in Control Date" shall
be any date during the term of this
Agreement on which a Change in Control
occurs. Notwithstanding any contrary
provision in this Agreement, if the Executive's employment or status as an
elected officer with the Company is
terminated by the Company within six months
before the date on which a Change in Control occurs, and it is reasonably
demonstrated that such termination (i) was at the request
of a third party who
has taken steps reasonably calculated or intended to effect a
Change in Control
or (ii) otherwise arose in connection with or anticipation of a Change in
Control, then for the purposes of this
Agreement the "Change in Control Date"
shall mean the date immediately before the
date of such termination.
(f) "Good
Reason" means:
(i) the assignment to the Executive within the Protection Period of
any duties inconsistent in any respect with the Executive's position
(including
status, offices,
titles and reporting requirements, authority,
duties,
or responsibilities) or any other action that results in a
diminution
in such position, authority, duties, or responsibilities
excluding
for this purpose an
isolated, insubstantial, and inadvertent
action
that is not
taken in bad
faith and is remedied by the Company
promptly after
receipt of notice given by the Executive;
(ii) a reduction
by the Company in the Executive's base salary in
effect
immediately
before the
beginning of the
Protection
Period or as
increased from
time to time after the beginning of the Protection Period;
(iii) a failure by the Company to maintain plans providing benefits
at
least as
beneficial as those provided by any benefit or compensation plan
(including,
without limitation, any incentive compensation plan, bonus
plan, or
program, retirement, pension or savings plan, life insurance
plan,
health and
dental plan,
or disability plan) in which the Executive is
participating
immediately before the
beginning of the Protection Period or
any action taken
by the Company that would adversely affect the Executive's
participation
in, or reduce the
Executive's
opportunity to benefit under,
any of such
plans or deprive the Executive of any material fringe benefit
enjoyed by him
immediately before the
beginning of the Protection Period;
provided,
however, that a reduction in benefits under the Company's
tax-qualified
retirement,
pension, or savings
plans or its life insurance
plan,
health and dental
plan, disability
plans, or other insurance plans,
which reduction
applies generally to participants in the plans and has a de
minimis
effect on the
Executive shall not constitute "Good Reason" for
termination by
the Executive;
(iv) the Company's
requiring the Executive, without the Executive's
written
consent, to be based at any office or location in excess of 50
miles from his
office location
immediately
before the
beginning of the
Protection
Period, except for travel reasonably required in the
performance
of the
Executive's responsibilities;
<PAGE>
(v) any purported termination by the Company of the Executive's
employment
for Cause otherwise than as referred to in Section 10
of this
Agreement;
or
(vi) any failure
by the Company to obtain the assumption of the
obligations
contained in this Agreement by any successor as contemplated in
Section 9(c) of
this Agreement.
(g) "Parent"
means any entity that
directly or indirectly
through one or
more other entities owns or controls more than 50 percent of the voting
securities or shares of common stock of the
Company.
(h) "Protection
Period" means the period beginning on the Change in Control
Date and ending on the last day of the
eighteenth calendar
month following
the
Change in Control Date.
(i) "Subsidiary"
means a company
50 percent or more of the voting
securities of
which are owned, directly or indirectly, by the Company.
3. Benefits upon Termination under Certain Circumstances Within the
Protection Period. If the Executive's employment is terminated by the
Company
during the Protection Period other than for Cause or
Disability and other than
as a result of the Executive's death, or if the Executive terminates his
employment during the Protection Period for Good Reason,
the Company
shall,
subject to Section 7, pay to the Executive
in a lump sum in cash within ten days
after the date of termination the aggregate of the following
amounts and shall
provide the following benefits:
(a) The
Executive's
base salary and
vacation pay (for vacation not taken)
accrued but unpaid through the date of
termination of employment; and
(b) A lump
sum
