AMENDED AND RESTATED
REGENCY CENTERS CORPORATION
DEFERRED COMPENSATION PLAN
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TABLE OF CONTENTS
Page
1.
Purpose.................................................................1
2.
Definitions.............................................................1
3.
Administration..........................................................6
4. Effective Date;
Amendment; and Term of Plan.............................7
5.
Eligibility.............................................................7
6. Elective
Deferrals......................................................7
7. Company
Contributions..................................................11
8. Stock Option Gain
Deferral.............................................12
9. Non-Transferability of
Accounts........................................13
10. Amendment, Suspension and
Termination..................................13
11.
Miscellaneous..........................................................14
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AMENDED AND RESTATED
REGENCY CENTERS CORPORATION
DEFERRED COMPENSATION PLAN
1.
Purpose. The purpose of the Amended and Restated Regency
Centers
Corporation Deferred Compensation Plan is
to provide directors and a select
group of management and highly compensated
employees of the Company and
Affiliates an opportunity to defer
compensation prior to the date it is earned
and to receive the other benefits provided
hereunder.
2.
Definitions. For purposes of the Plan, the following terms
shall
have the meanings set forth below:
2.1.
"Account" means the bookkeeping account established for
each Participant pursuant to Section 6.3 of
the Plan.
2.2.
"Affiliate" means any company (including a limited
liability company) or partnership
controlled by the Company as determined in the
sole discretion of the Committee.
2.3.
"Board" means the Board of Directors of the Company, as
constituted from time to time.
2.4.
"Cause" means
(a)
the willful and substantial failure or refusal
of the Participant to perform duties
assigned to the Participant (unless the
Participant shall be ill or disabled) under
circumstances where the Employee
would not have Good Reason to terminate
employment, which failure or refusal is
not remedied by the Participant within
thirty (30) days after written notice of
such failure or refusal (for purposes of
clarity, the Participant's poor
performance shall not constitute willful
and substantial failure or refusal to
perform duties assigned to the Participant,
but the failure to report to work
shall);
(b)
a material breach of the Participant's fiduciary
duties to any Regency Entity (such as
obtaining secret profits from the Regency
Entity) or a violation by the Participant
in the course of performing the
Participant's duties to any Regency Entity
of any law, rule or regulation (other
than traffic violations or other minor
offenses) where such violation has
resulted or is likely to result in material
harm to any Regency Entity, and in
either case where such breach or violation
constituted an act or omission
performed or made willfully, in bad faith
and without a reasonable belief that
such act or omission was within the scope
of the Participant's employment
hereunder; or
(c)
the Participant's engaging in illegal conduct
(other than traffic violations or other
minor offenses) which results in a
conviction (or a nolo contendere plea
thereto) which is not subject to further
appeal and which is injurious to the
business or public image of any Regency
Entity.
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2.5.
"Change of Control"
shall mean the occurrence of any one
or more of the following events occurring
after December 31, 2002:
(a)
an acquisition, in any one transaction or series
of transactions, after which any
individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), has beneficial ownership
(within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or
more (or an acquisition of an additional 5%
or more if such individual, entity
or group already has beneficial ownership
of 25% or more) of either the then
outstanding shares of Company common stock
or the combined voting power of the
then outstanding voting securities of the
Company, but excluding, for this
purpose, any such acquisition (i) from the
Company, (ii) by the Company or any
employee benefit plan (or related trust) of
the Company, (iii) by any Security
Capital Entity (other than GE) made while
the standstill provisions of the
Shareholders Agreement are in effect and
made in compliance with such
provisions, but excluding an acquisition
made in connection with the waiver of
any such standstill provisions, or (iv) by
any corporation with respect to
which, following such acquisition, all of
the then outstanding shares of common
stock and voting securities of such
corporation are then beneficially owned,
directly or indirectly, in substantially
the same proportions, by the beneficial
owners of the common stock and voting
securities of the Company immediately
prior to such acquisition;
(b)
50% or more of the members of the Board (i) are
not Continuing Directors, or (ii) whether
or not they are Continuing Directors,
are nominated by or elected by the same
beneficial owner (for this purpose, a
director of the Company shall be deemed to
be nominated or elected,
respectively, by the Security Capital
Entities or GE if the director also is an
employee or director of GE, Security
Capital Group, Inc., or any other
subsidiary of GE, including any successors)
or are elected or appointed in
connection with an acquisition by the
Company (whether through purchase, merger
or otherwise) of all or substantially all
of the operating assets or capital
stock of another entity; or
(c)
the (i) consummation of a reorganization,
merger, share exchange, consolidation or
similar transaction, in each case, with
respect to which the individuals and
entities who were the respective beneficial
owners of the common stock and voting
securities of the Company immediately
prior to such transaction do not, following
such transaction, beneficially own,
directly or indirectly, more than 50% of,
respectively, the then outstanding
shares of common stock and voting
securities of the corporation resulting from
such reorganization, merger or
consolidation, (ii) consummation of the sale or
other disposition of all or substantially
all of the assets of the Company or
(iii) approval by the shareholders of the
Company of a complete liquidation or
dissolution of the Company.
More than one Change of Control may occur
during the term of this Plan.
2.6.
"Code" means the Internal Revenue Code of 1986, as
amended.
2.7.
"Committee" means the Compensation Committee of the
Board.
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2.8.
"Company" means Regency Centers Corporation, or any
successors or assigns thereof.
2.9.
"Consideration Shares" means shares of Company common
stock that have been held by the
Participant for at least 6 months, which shares
are used to exercise an Option, the Stock
Option Gain Shares of which are
deferred pursuant to Section 8.
2.10.
"Continuing Director" means
(a)
any member of the Board who was a member of the
Board on January 1, 2002, and any successor
of a Continuing Director who is
recommended to succeed a Continuing
Director (or whose election or nomination
for election is approved) by at least a
majority of the Continuing Directors
then on the Board; and
(b)
any individual who becomes a Director pursuant
to Article 2 of the Stockholders
Agreement.
2.11. "Deferral
Agreement" means an agreement to defer
compensation pursuant to this Plan. The
Deferral Agreement shall be on a form
prescribed by the Committee, shall specify
Distribution Options and shall
include any amendments, attachments or
appendices as the Committee shall
prescribe.
2.12.
"Distribution Option(s)" means, with respect to a
Participant's Account (or subaccounts)
under the Plan, the election by the
Participant of (a) the event triggering the
commencement of distribution, and
(b) the form of payment. Distribution
Option elections are made on election
forms provided by the Company.
2.13. "Director"
means a member of the Board.
2.14.
"Disability" means a Participant's disability that
entitles the Participant to long-term
disability benefits under the Company's
disability plan or policy then in
effect.
2.15. "Employee"
means a common law employee of the Company or
an Affiliate.
2.16. "ERISA"
means the Employee Retirement Income Security
Act of 1974, as amended.
2.17. "Exchange
Act" means the Securities Exchange Act of
1934, as amended.
2.18. "GE" means
General Electric Company, including any
successors.
2.19. "Good
Reason" means in the case of a Participant who is
an Employee (unless consented to in writing
by the Participant):
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(a)
a material diminution or adverse change in the
nature of the Participant's title,
position, reporting relationships, authority,
duties or responsibilities (including as a
type of diminution, the Participant's
occupation of the same title and/or
position, but with a privately-held
company);
(b)
a diminution that is more than de minimis in
either the Participant's annual base salary
or total compensation opportunity
(which, for this purpose, means the
aggregate of the annual base salary, annual
bonus and long-term incentive compensation
that the Participant has an
opportunity to earn pursuant to awards made
in any one calendar year) or in the
formula used to determine the Participant's
annual bonus or long-term incentive
compensation, or a material diminution in
the Participant's overall employee and
fringe benefits (it being understood by the
parties that if the Participant has
the same total compensation opportunity or
compensation formula, but the
compensation actually received by the
Participant is diminished due to the
Company's or the Participant's performance,
such diminution shall not constitute
Good Reason);
(c)
the Participant's principal place of business is
relocated to a location that is both more
than 50 miles from its current
location and further from the Participant's
residence than the location of the
Participant's principal place of business
prior to the relocation;
(d)
the occurrence of any event or circumstance
constituting "Good Reason", as defined in
any Change of Control Agreement
between the Participant and the
Company;
(e)
if the Participant is also a director of the
Company, the failure of the Participant to
be re-elected to the Board, or if the
Company becomes a subsidiary of a
publicly-traded company, to be elected to the
board of directors of such publicly-traded
company; or
(f)
if, and only if, the Participant has been
employed on a full-time basis for at least
one full calendar year, both of the
following conditions are met: (A) the
Participant travels at least 50 days
during a calendar year, and (B) the total
number of days the Participant travels
in such calendar year exceeds by 25 days or
more the average number of days the
Participant traveled per year on Company
business during the two calendar years
immediately preceding such calendar year
or, if the Participant has not been
employed on a full-time basis for two full
calendar years, during the one
calendar year immediately preceding such
calendar year.
For purposes of subsection 2.19(g) above,
any day in which the Participant is
required to stay overnight shall constitute
a day of travel.
No event described above shall constitute
Good Reason unless the Participant has
given written notice to the Company
specifying the event relied upon for such
termination within six months after the
Participant becomes aware, or reasonably
should have become aware, of the
occurrence
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of such event and, if the event can be
remedied, the Company has not remedied
such within 30 days of receipt of the
notice.
2.20.
"Insolvent" means either the Company is unable to pay
its debts as they become due or the Company
is subject to a pending proceeding
as a debtor under the United States
Bankruptcy Code.
2.21. "Option"
means a nonqualified stock option to purchase
shares of Company common stock.
2.22.
"Participant" means any individual who has been
designated as eligible to participate
hereunder pursuant to Section 5.
2.23.
"Participating Company" means the Company and any
Affiliate the Board designates for
participation in the Plan in accordance with
Section 3.4.
2.24. "Plan"
means the Amended and Restated Regency Centers
Corporation Deferred Compensation Plan, as
set forth herein and as may be
amended from time to time (together with
any rules and procedures promulgated by
the Committee with respect thereto).
2.25. "Regency
Entity" means the Company or any Affiliate.
2.26.
"Retirement" means Termination of Employment by a
Participant at or after attaining an age
and a number of years of service
necessary to become eligible for normal
retirement benefits under the Company's
qualified retirement plan, or any other
Termination of Employment the Committee
determines constitutes Retirement for
purposes of this Plan.
2.27. "Rule
16b-3" means Rule 16b-3 of the General Rules and
Regulations under the Exchange Act as
promulgated by the Securities and Exchange
Commission or its successors, as amended
and in effect from time to time.
2.28. "Security
Capital Entities" means Security Capital
Holdings S.A. and Security Capital U.S.
Realty and any affiliates of either who
are bound by the Stockholders
Agreement.
2.29. "Share
Program" means the investment of deferred amounts
in phantom Company common stock as
described in Section 6.4(b).
2.30.
"Stockholders Agreement" means the Stockholders
Agreement dated July 10, 1996, as amended,
among the Security Capital Entities
and the Company, and includes any successor
stockholders agreement between the
Company and GE or any GE subsidiary (or any
successor thereto).
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2.31. "Stock
Option Gain Shares" means the shares of Company
common stock determined pursuant to
Subsection 8.5 that result from the exercise
of an Option and that may be deferred
pursuant to Section 8.
2.32.
"Termination of Employment" and similar terms mean (a)
for an employee completely ceasing,
voluntarily or involuntarily, to be employed
by the Company and all Affiliates, and (b)
for a Director, ceasing to serve as
such for the Company and all Affiliates.
The Committee may in its discretion
determine whether any leave of absence
constitutes a Termination of Employment
within the meaning of the Plan.
2.33. "Trustee"
means, if applicable, the trustee or trustees
of a trust established by the Company to
assist in meeting its obligations
hereunder.
2.34.
"Unforeseeable Emergency" means an immediate and heavy
financial need resulting from: (a)
unreimbursed medical expenses of the
Participant or his or her dependent(s), (b)
the need to prevent eviction of a
Participant from his or her principal
residence or foreclosure on the mortgage
of the Participant's principal residence,
(c) a loss of the Participant's
property due to casualty, or (d) any other
circumstance that the Committee, in
its sole discretion, determines to
constitute an unforeseen emergency which is
not covered by insurance or other
reimbursement and which cannot reasonably be
relieved by the liquidation of the
Participant's assets.
2.35. "Valuation
Date" means the last business day of each
calendar month or such other day as the
Committee shall determine.
3. Administration.
3.1. The
Committee. The Plan shall be administered by the
Committee.
3.2. Plan
Administration and Plan Rules. The Committee is
authorized to construe and interpret the
Plan and to promulgate, amend, and
rescind rules and procedures relating to
the implementation, administration, and
maintenance of the Plan. Subject to the
terms and conditions of the Plan, the
Committee shall make all determinations
necessary or advisable for the
implementation, administration, and
maintenance of the Plan. If at any time the
Committee is not composed solely of two or
more "Non-Employee Directors" within
the meaning of Rule 16b-3, then all
determinations affecting participation by
persons subject to Section 16 of the
Exchange Act shall be made by the Board.
The Committee may designate persons other
than members of the Committee to carry
out the day-to-day administration of the
Plan under such conditions and
limitations as it may prescribe. The
Committee's determinations under the Plan
need not be uniform and may be made
selectively among Participants, whether or
not such Participants are similarly
situated. Any determination, decision, or
action of the Committee in connection with
the construction, interpretation,
administration, implementation, or
maintenance of the Plan shall be final,
conclusive, and binding upon all
Participants and any person(s) claiming under
or through any Participants.
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3.3.
Compensation Subject to Employee Deferral. The
Committee, in its sole discretion and upon
such terms as it may prescribe, may
designate all or a portion of annual base
salary, bonus, or incentive
compensation as subject to a deferral under
Section 6.1(b).
3.4.
Participating Affiliates. The Committee, in its sole
discretion and upon such terms as it may
prescribe, may designate any Affiliate
to be a Participating Company and at any
time may rescind such designation;
provided, however, that no such rescission
shall adversely affect the rights of
any Participant to benefits under an
existing Account without the written
consent of such Participant.
3.5.
Liability Limitation. Neither the Board nor the
Committee, nor any member of either, shall
be liable for any act, omission,
interpretation, construction, or
determination made in good faith in connection
with the Plan, and the members of the Board
and the Committee shall be entitled
to indemnification and reimbursement by the
Company in respect of any claim,
loss, damage, or expense (including,
without limitation, attorneys' fees)
arising or resulting therefrom to the
fullest extent permitted by law and/or
under any Directors and Officers liability
insurance coverage which may be in
effect from time to time.
4.
Effective Date; Amendment; and Term of Plan. The Plan was first
made effective December 1, 1996, was
amended and restated on January 1, 2000,
and was amended and restated again on
February 4, 2003. The Plan shall continue
in effect until terminated by the Board.
Benefits relating to Accounts in
existence on the date of termination of the
Plan shall continue in effect
pursuant to the terms hereunder, however,
no further deferrals shall be made
af
