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Exhibit 10.5
PARKWAY PROPERTIES,
INC.
2001 NON-EMPLOYEE DIRECTORS
EQUITY COMPENSATION PLAN
as Amended and Restated
Effective May 5, 2005
1.
Introduction
Parkway Properties, Inc., (the "Company") established the Parkway
Properties, Inc. 1997 Non‑Employee Directors' Stock Ownership
Plan (the "1997 Plan") to provide for an annual award of Shares of
common stock of Parkway Properties, Inc., to the members of the
Company's Board of Directors who are Non‑Employee
Directors. The 1997 Plan replaced the Company's former policy
of paying a monthly cash retainer to those directors, which policy
the Company discontinued as of June 30, 1997.
The Company established the Parkway Properties, Inc. 2001 Directors
Stock Option Plan (the "2001 Plan" or the "Plan") upon the
expiration of the 1991 Directors' Stock Option Plan. Like the
1991 Directors' Stock Option Plan, the 2001 Plan provides for
annual option grants to Non‑Employee Directors and for an
option grant when an individual first becomes a Non‑Employee
Director.
In 2004, the Company merged the 1997 Plan into the 2001 Plan
and amended and restated the 2001 Plan and changed the name
of the 2001 Plan to the Parkway Properties, Inc. 2001
Non‑Employee Directors Equity Compensation Plan. In
2005, the Company further amended and restated the Parkway
Properties, Inc. 2001 Non‑Employee Directors Equity
Compensation Plan.
By the adoption of this
document, the Company again restates the Plan and amends it to
conform to the requirements of section 409A of the Internal Revenue
Code for a nonqualified deferred compensation plan.
2.
Purpose
The purpose of the Plan as amended and restated is to secure for
the Company and its shareholders the benefit of the incentive
inherent in increased Share ownership by directors of the Company
and to strengthen the Company's ability to attract and retain the
services of experienced and knowledgeable directors.
3.
Definitions
As used in this Plan:
(a)
"Board of Directors" or "Board" shall mean the Board of Directors
of the Company.
(b)
"Committee" means the Compensation Committee of the Board of
Directors or such other committee of the Board that the Board has
appointed to administer the Plan.
(c)
"Deferred Share Unit" or "Unit" shall mean a bookkeeping entry used
by the Company to record and account for an award that is the
economic equivalent of a Share, until the award is paid.
(d)
"Fair Market Value" of a Share on any date means (i), if the
Shares are traded in the over-the-counter market, the mean between
the closing bid and asked prices of a Share quoted on that date,
or, if no prices are so quoted on that date, on the next preceding
date on which such prices are so quoted or (ii), if the Shares
are traded on a national securities exchange, the closing price of
a Share as reported on such exchange or under any composite
transaction report of such exchange on that date, or, if no prices
are so reported on that date, on the next preceding date on which
such prices are so reported.
(e)
"Internal Revenue Code" or "Code" means the Internal Revenue Code
of 1986, as amended
(f)
"Option" means an option granted pursuant to the Plan to purchase
Shares.
(g)
"Non‑Employee Director" means a director of the Company who
is not an employee of the Company.
(h)
"Share Award" means an award of Shares made pursuant to Section 6,
7(a), or 7(b).
(i)
"Shares" means shares of common stock, $0.001 par value, of the
Company.
4.
Administration
The Committee shall administer the Plan.
The Committee shall have all the powers vested in it by the terms
of the Plan. The Committee shall be authorized to interpret
the Plan and the Options granted under the Plan, to establish,
amend, and rescind rules relating to the Plan, and to make any
determinations it believes necessary or advisable for the
administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the
Plan or in any Option in the manner and to the extent the Committee
deems desirable. Any decision of the Committee in the
administration of the Plan shall be in its sole discretion and
conclusive. The Committee may act only by a majority of its
members in office, except that the members of the Committee may
authorize any one or more of their number or any officer of the
Company to execute and deliver documents on behalf of the
Committee.
5.
Shares Available
A total of 300,000 Shares of the Company shall be available for
award and Option grant under the Plan. The aggregate number
of Shares that may be awarded and purchased pursuant to Options
shall not exceed the available number of Shares. Upon the
expiration or termination in whole or in part of any unexercised
Option, the Shares subject to the Option shall again be available
for grant under the Plan. The award of a Deferred Share Unit
shall be treated as a Share Award for purposes of this Section
5.
6.
Initial Share Award
The Company shall automatically award 600 Shares to each individual
who is first elected or appointed a Non‑Employee Director on
or after the date of the 2005 annual meeting of the Company.
The Company shall issue such Shares on the fifth business day
following the effective date of the election or appointment.
7.
Annual Retainer Share Award .
(a) Each year, as of the
date of the annual meeting of the Company, the Company shall
automatically award 600 Shares of the Company to each
Non‑Employee Director who has been elected or reelected as a
member of the Board of Directors as of the adjournment of the
annual meeting. The number of Shares awarded was 300 for
annual meeting dates in the years 1997 through 2003 and 500 for the
year 2004. The Company shall issue the Shares awarded under
this Section 7(a) as of the annual meeting date.
(b) If a Non-Employee
Director is elected or appointed to the Board of Directors other
than at an annual meeting of the Company and has not received a
Share award pursuant to Section 7(a) during the twelve months
preceding election or appointment, the Company shall automatically
award to the Non‑Employee Director a number of Shares that is
equal to 600 multiplied by a fraction, the numerator of which is
the remainder of 365 minus the number of days between the
adjournment of the last annual meeting and the effective date of
the appointment or election, and the denominator of which is 365;
if a fraction results, the product shall be rounded up to the next
whole number. For appointments or elections after the 1997
annual meeting and before the 2004 annual meeting, the number of
Shares awarded was 300 multiplied by the fraction described in the
preceding sentence. For appointments or elections after
the 2004 annual meeting and before the 2005 annual meeting, the
number of Shares awarded was 500 multiplied by the fraction
described in the preceding sentence. The Company shall issue the
Shares awarded under this Section 7(b) on the fifth business day
following the effective date of the election or appointment.
8.
Election of Deferred Share Units .
(a) At the discretion of
the Committee, a Non‑Employee Director may elect that the
Company award Deferred Share Units rather than issue Shares
pursuant to a Share Award under Section 6, 7(a), or 7(b).
(1) The
Non‑Employee Director's election of Deferred Share Units
shall be in writing and irrevocable and made at such times as
the Committee shall establish. The Committee shall establish
procedures for the form and timing of a Non‑Employee
Director's election of Deferred Share Units, and all elections
shall conform to the Committee's procedures. The Committee's
procedures shall conform to the requirements of section 409A of the
Internal Revenue Code for the deferral (until payment) of the
inclusion of compensation in gross income. Upon an election
of Deferred Share Units, the Non‑Employee Director shall have
no further interest in the Shares that would have been issued
pursuant to the Share Award.
(2) The Company shall
award one Deferred Share Unit to the Non‑Employee Director
for each Share that would have been issued, and credit such
Deferred Share Units to a bookkeeping account maintained for the
Non‑Employee Director under the Plan.
(b) The award of Deferred
Share Units shall be evidenced by an agreement signed on behalf of
the Company and by the Non‑Employee Director. The
Deferred Share Units agreement shall set forth such terms as the
Committee shall determine and as are consistent with the provisions
of the Plan, including the following:
(1) A Deferred Share Unit
shall carry with it no voting or other rights associated with Share
ownership.
(2) Notwithstanding
Section 8(b)(1), the Committee shall provide that the
Non‑Employee Director's account shall be credited with an
amount equivalent to the amount of dividends that would be payable
with respect to a number of Shares equal to the number of Deferred
Share Units credited to the account.
(3) The Committee may
provide for the crediting of interest on any dividend equivalents
credited to the Non‑Employee Director's account or may
provide that the dividend equivalent credit be adjusted for
hypothetical investment experience in such manner as the Committee
may determine.
(c) Payment of the
Deferred Share Units and other amounts credited to a
Non‑Employee Director's account sh
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