Exhibit 10
HIGHWOODS
PROPERTIES, INC.
2009 LONG-TERM
EQUITY INCENTIVE PLAN
SECTION
1
EFFECTIVE DATE
AND PURPOSE
1.1
Effective Date . This Plan became effective on May 13, 2009,
which is the date the Plan was approved by the holders of a
majority of the outstanding Shares at a duly authorized meeting of
the Company’s stockholders.
1.2
Purpose of the Plan . The Plan is designed to provide a
means to attract, motivate and retain eligible Participants and to
further the growth and financial success of the Company by aligning
the interests of Participants through the ownership of Shares and
other incentives with the interests of the Company’s
stockholders.
SECTION
2
DEFINITIONS
The following words and phrases
shall have the following meanings unless a different meaning is
plainly required by the context:
2.1 “
1934 Act ” means the Securities Exchange Act of 1934,
as amended. Reference to a specific section of the 1934 Act or
regulation thereunder shall include such section or regulation, any
valid regulation promulgated under such section, and any comparable
provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
2.2 “
Award ” means, individually or collectively, a grant
under the Plan of Nonqualified Stock Options, Incentive Stock
Options, Restricted Stock, Restricted Stock Units or Stock
Appreciation Rights.
2.3 “
Award Agreement ” means either (1) the written
agreement setting forth the terms and provisions applicable to each
Award granted under the Plan or (2) a statement issued by the
Company to a Participant describing the terms and provisions of
such Award.
2.4 “
Board ” or “ Board of Directors ” means
the Board of Directors of the Company.
2.5 “
Code ” means the Internal Revenue Code of 1986, as
amended from time to time.
2.6 “
Committee ” means the Compensation and Governance
Committee of the Board of Directors.
2.7 “
Company ” means Highwoods Properties, Inc., a Maryland
corporation, or any successor thereto.
2.8 “
Exercise Price ” means the price at which a Share may
be purchased by a Participant pursuant to the exercise of an Option
or Stock Appreciation Right.
2.9 “
Fair Market Value ” means, as of any given date, (i)
the closing sales price of the Shares on any national securities
exchange on which the Shares are listed; (ii) the closing sales
price
if the Shares are listed on The
Nasdaq Stock Market or other over the counter market; or (iii) if
there is no regular public trading market for such Shares, the fair
market value of the Shares as determined by the
Committee.
2.10 “
Grant Date ” means, with respect to an Award, the date
such Award is granted to a Participant.
2.11 “
Incentive Stock Option ” means an Option to purchase
Shares which is designated as an Incentive Stock Option and is
intended to meet the requirements of section 422 of the
Code.
2.12 “
Nonqualified Stock Option ” means an Option to
purchase Shares which is not an Incentive Stock Option.
2.13 “
Option ” means an Incentive Stock Option or a
Nonqualified Stock Option.
2.14 “
Participant ” means an officer, employee or director
of the Company who has an outstanding Award under the
Plan.
2.15 “
Performance Goals ” shall mean any or all of the
following: revenue, earnings, earnings per share, stock price,
costs, return on equity, asset management, asset quality, asset
growth, budget achievement, net operating income (NOI), average
occupancy, year-end occupancy, funds from operations (FFO), cash
available for distribution (CAD), total shareholder return on an
absolute or a peer comparable basis (TSR), leverage ratios, return
on assets, revenue growth, capital expenditures, customer
satisfaction survey results, property operating expenses savings,
design, development, permitting or other progress on designated
properties, third party fee generation, leasing goals, or goals
relating to acquisitions or divestitures, lease retention,
liability management or credit management. Performance Goal s need
not be the same with respect to all Participants and may be
established separately for the Company as a whole, on a per share
basis, or for its various properties, groups, divisions or
subsidiaries, and may be based on performance in comparison to
performance by unrelated businesses specified by the Committee, in
comparison to any prior period or in comparison to budget. All
calculations and financial accounting matters relevant to this Plan
shall be determined in accordance with GAAP, except as otherwise
directed by the Committee.
2.16 “
Period of Restriction ” means the period during which
Restricted Stock awarded hereunder is subject to a substantial risk
of forfeiture. As provided in Section 7, such restrictions may be
based on the passage of time, the achievement of Performance Goals
or the occurrence of other events as determined by the
Committee.
2.17 “
Plan ” means the Highwoods Properties, Inc. 2009
Long-Term Equity Incentive Plan, as set forth in this instrument
and as hereafter amended from time to time.
2.18 “
Restricted Stock ” means an Award granted to a
Participant with the terms ascribed to such term in
Section 7.
2.19 “
Restricted Stock Unit ” means an Award granted to a
Participant with the terms ascribed to such term in
Section 7.
2.20 “
Shares ” means the shares of common stock, $0.01 par
value, of the Company.
2.21 “
Stock Appreciation Right ” means an Award granted to a
Participant with the terms ascribed to such term in
Section 8.
2.22 “
Subsidiary ” means any corporation, partnership, joint
venture, limited liability company, or other entity (other than the
Company) in an unbroken chain of entities beginning with the
Company if, at the time of the granting of an Award, each of the
entities other than the last entity in the unbroken chain owns more
than fifty percent (50%) of the total combined voting power in one
of the other entities in such chain.
SECTION
3
ELIGIBILITY
3.1
Participants . Awards may be granted in the discretion of
the Committee to officers, employees and directors of the Company
and its Subsidiaries.
3.2
Non-Uniformity . Awards granted hereunder need not be
uniform among eligible Participants and may reflect distinctions
based on title, compensation, responsibility or any other factor
the Committee deems appropriate.
SECTION
4
ADMINISTRATION
4.1
The Committee . The Plan will be administered by the
Committee, which, to the extent deemed necessary or appropriate by
the Board, will consist of two or more persons who satisfy the
requirements for a “non-employee director” under Rule
16b-3 promulgated under the 1934 Act and/or the requirements for an
“outside director” under section 162(m) of the Code.
The members of the Committee shall be appointed from time to time
by, and shall serve at the pleasure of, the Board of Directors. In
the absence of such appointment, the Board of Directors shall serve
as the Committee and shall have all of the responsibilities,
duties, and authority of the Committee set forth herein.
4.2
Authority of the Committee . The Committee shall have the
exclusive authority to administer and construe the Plan in
accordance with its provisions. The Committee’s authority
shall include, without limitation, the power to (a) determine
persons eligible for Awards, (b) prescribe the terms and conditions
of the Awards, (c) interpret the Plan and the Awards, (d) adopt
rules for the administration, interpretation and application of the
Plan as are consistent therewith and (e) interpret, amend or revoke
any such rules. With respect to any Award that is intended to
qualify as “performance-based compensation” within the
meaning of section 162(m) of the Code, the Committee shall have no
discretion to increase the amount of compensation that otherwise
would be due upon attainment of a Performance Goal, although the
Committee may have discretion to deny an Award or to adjust
downward the compensation payable pursuant to an Award, as the
Committee determines in its sole judgment. The Committee, in its
sole discretion and on such terms and conditions as it may provide,
may delegate all or any part of its authority and powers under the
Plan to one or more officers of the Company to the extent permitted
by law.
4.3
Decisions Binding . All determinations and decisions made by
the Committee and any of its delegates pursuant to Section 4.2
shall be final, conclusive and binding on all persons, and shall be
given the maximum deference permitted by law.
SECTION
5
SHARES SUBJECT
TO THE PLAN
5.1
Number of Shares . Subject to adjustment as provided in
Section 5.3, the total number of Shares available for grant under
the Plan shall not exceed 3,000,000 Shares. No more than 1,000,000
Shares may be granted as Restricted Stock and Restricted Stock
Units.
5.2
Lapsed Awards . Unless determined otherwise by the
Committee, Shares related to Awards that are forfeited, terminated
or expire unexercised, shall be available for grant under the Plan.
Shares that are tendered by a Participant to the Company in
connection with the exercise of an Award, withheld from issuance in
connection with a Participant’s payment of tax withholding
liability, settled in cash in lieu of Shares, or settled in such
other manner so that a portion or all of the Shares included in an
Award are not issued to a Participant shall not be available for
grant under the Plan.
5.3
Adjustments in Awards and Authorized Shares . In the event
of a stock dividend or stock split, the number of Shares subject to
outstanding Awards and the numerical limits of Sections 5.1, 6.1,
7.1 and 8.1 shall automatically be adjusted to prevent the dilution
or diminution of such Awards, except to the extent directed
otherwise by the Committee. In the event of a merger,
reorganization, consolidation, recapitalization, separation,
liquidation, combination, or other similar change in the corporate
structure of the Company affecting the Shares, the Committee shall
adjust the number and class of Shares which may be delivered under
the Plan, the number, class and price of Shares subject to
outstanding Awards, and the numerical limits of Sections 5.1, 6.1,
7.1 and 8.1 in such manner as the Committee shall determine to be
advisable or appropriate to prevent the dilution or diminution of
such Awards. Any such numerical limitations shall be subject to
adjustment under this Section only to the extent such adjustment
will not affect the status of any Award intended to qualify as
“performance-based compensation” under section 162(m)
of the Code or the ability to grant or the qualification of
Incentive Stock Options under the Plan. In addition, other than
with respect to Options, Stock Appreciation Rights, and Awards
intended to constitute “performance-based compensation”
under section 162(m) of the Code, the Committee is authorized to
make adjustments to the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring
events affecting the Company, or in response to changes in
applicable laws, regulations, or accounting principles. The
determination of the Committee as to the foregoing adjustments, if
any, shall be conclusive and binding on all
Participants.
5.4
Repurchase Option . To the extent consistent with the
requirements of section 409A of the Code, the Committee may include
in the terms of any Award Agreement, other than an Award Agreement
with respect to Stock Appreciation Rights, that the Company shall
have the option to repurchase Shares of any Participant acquired
pursuant to the Award granted under the Plan upon a
Participant’s termination of employment. The terms of such
repurchase right shall be set forth in the Award
Agreement.
5.5
Restrictions on Share Transferability . The Committee may
impose such restrictions on any Award of Shares or Shares acquired
pursuant to the exercise of an Award as it may deem advisable or
appropriate, including, but not limited to, restrictions related to
applicable Federal securities laws, the requirements of any
national securities exchange or system upon which Shares are then
listed or traded, and any blue sky or state securities
laws.
SECTION
6
STOCK
OPTIONS
6.1
Grant of Options . Subject to the terms and provisions of
the Plan, Options may be granted to Participants at any time and
from time to time as determined by the Committee. The Committee
shall determine the number of Shares subject to each Option. The
Committee may grant Incentive Stock Options, Nonqualified Stock
Options, or any combination thereof. No more than 300,000 Shares
may be issued as Incentive Stock Options under the Plan. The
maximum aggregate number of Shares that may be granted in the form
of Options in any one calendar year to an individual Participant
shall be 300,000.
6.2
Award Agreement . Each Option shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the expiration
date of the Option, the number of Shares to which the Option
pertains, any conditions on exercise of the Option and such other
terms and conditions as the Committee shall determine, including
terms regarding forfeiture of Awards or continued exercisability of
Awards in the event of termination of employment by the
Participant. The Award Agreement shall also specify whether the
Option is intended to be an Incentive Stock Option or a
Nonqualified Stock Option.
6.3
Exercise Price . The Exercise Price for each Option shall be
determined by the Committee and shall be provided in each Award
Agreement; provided, however, the Exercise Price for each Option
may not be less than one hundred percent (100%) of the Fair Market
Value of a Share on the Grant Date. In the case of an Incentive
Stock Option, the Exercise Price shall be not less than one hundred
ten percent (110%) of the Fair Market Value of a Share if the
Participant (together with persons whose stock ownership is
attributed to the Participant pursuant to section 424(d) of the
Code) owns on the Grant Date stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company
or any of its Subsidiaries.
6.4
Expiration of Options . Except as provided in Section 6.7(c)
regarding Incentive Stock Options, each Option shall terminate upon
the earliest to occur of (i) the date(s) for termination of the
Option set forth in the Award Agreement or (ii) the expiration of
ten (10) years from the Grant Date. Subject to such limits, the
Committee shall provide in each Award Agreement when each Option
expires and becomes unexercisable. The Committee may not, after an
Option is granted, extend the maximum term of the
Option.
6.5
Exercisability of Options . Options granted under the Plan
shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall determine. After
an Option is granted, the Committee may accelerate or waive any
condition constituting a substantial risk of forfeiture applicable
to the Option, but only in the event of death, disability,
retirement or a Ch
