MAGUIRE PROPERTIES, INC. DIRECTOR STOCK PLANEquity Incentive Plan Agreement |
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Exhibit 10.1
MAGUIRE PROPERTIES, INC. DIRECTOR STOCK PLAN
Maguire Properties, Inc. (the “ Company ”), a corporation organized under the laws of the State of Maryland, hereby adopts this Maguire Properties, Inc. Director Stock Plan (the “ Plan ”). The Plan is established to allow non-employee directors of the Company to obtain or increase their proprietary interest in the Company through the ownership of shares of the Company’s common stock by electing to have a portion of the annual compensation otherwise payable in cash applied to the purchase of shares.
ARTICLE I DEFINITIONS
Whenever the following terms are used in the Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, where the context so indicates.
Section 1.1 - Board
“ Board ” shall mean the Board of Directors of the Company.
Section 1.2 - Code
“ Code ” shall mean the Internal Revenue Code of 1986, as amended.
Section 1.3 - Committee
“ Committee ” shall mean the Compensation Committee of the Board (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan). The Committee shall consist solely of two or more Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule.
Section 1.4 – Common Stock
“ Common Stock ” shall mean the common stock of the Company, par value $0.01 per share.
Section 1.5 - Company
“ Company ” shall mean Maguire Properties, Inc., a Maryland corporation.
Section 1.6 - Director
“ Director ” shall mean a member of the Board who is not an Employee.
Section 1.7 – Director Compensation
“ Director Compensation ” shall mean the amount of fixed cash compensation payable to a Director as determined by the Board from time to time for each Plan Year, including any annual retainer fee and compensation for services rendered as a member of a committee of the Board or a chairperson of such committee, and further subject to the terms and conditions set forth in the Plan.
Section 1.8 – Employee
“ Employee ” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code and the regulations and revenue rulings thereunder) of the Company, including any subsidiary or affiliate thereof.
Section 1.9 – Exchange Act
“ Exchange Act ” shall mean Securities Exchange Act of 1934, as amended from time to time.
Section 1.10 - Fair Market Value
“ Fair Market Value ” shall mean, as of any given date, (a) if the Common Stock is traded on an exchange, the closing price of a share of Common Stock for such date, or if no sale occurred on such date, the first trading date immediately prior to such date during which a sale occurred; or (b) if the Common Stock is not traded on an exchange but is quoted on a quotation system, the mean between the closing representative bid and asked prices for the Common Stock on such date, or if no sale occurred on such date, the first date immediately prior to such date on which sales prices or bid and asked prices, as applicable, are reported by such quotation system; or (c) if the Common Stock is not publicly traded, the fair market value established by the Committee acting in good faith.
Section 1.11 - Plan
“ Plan ” shall mean the Maguire Properties, Inc. Director Stock Plan, as amended from time to time.
Section 1.12 – Plan Year
“ Plan Year ” shall mean a calendar year.
Section 1.13 – REIT
“ REIT ” shall mean a real estate investment trust within the meaning of Sections 856 through 860 of the Code.
2
ISSUANCE OF SHARES
Section 2.1 - Authorization to Issue Common Stock
(a) The Company is authorized to issue shares of Common Stock under the Plan in payment of the portion of the Director Compensation otherwise payable in cash to any Director who elects to receive such shares of Common Stock in accordance with Section 2.2 below.
(b) The shares of Common Stock issuable under the Plan may be either previously authorized but unissued shares or treasury shares.
Section 2.2 – Election to Receive Director Compensation in the Form of Common Stock
(a) For each Plan Year, a Director may irrevocably elect to apply a portion of the total Director Compensation otherwise payable in cash to him or her for such Plan Year towards the acquisition of shares of Common Stock, subject to the following terms and conditions and the terms and conditions otherwise set forth in the Plan:
(i) Such election may be made with respect to no less than ten percent (10%) and no more than fifty percent (50%) of the Director Compensation payable for such Plan Year.
(ii) Subject to paragraphs (iii) and (iv) below, an election made with respect to Director Compensation for a given Plan Year must be made not later than the last day of the Plan Year immediately preceding the Plan Year with respect to which the Director Compensation is earned by the Director.
(iii) An individual who initially becomes a Director during a Plan Year may make such election with respect to the portion of the Director Compensation payable for the period commencing on the first day of the calendar quarter immediately following the date on which he or she initially becomes a Director and ending on the last day of such Plan Year. Any such election under this paragraph (iii) must be made no later than the last day of the calendar quarter that includes the date on which such individual initially becomes a Director.
(iv) Solely with respect to the Plan Year ending December 31, 2009, a Director may make such election with respect to the portion of the Director Compensation payable for the period beginning on October 1, 2009 and ending on December 31, 2009. Any such election under this paragraph (iv) must be made |
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