NONQUALIFIED STOCK OPTION AGREEMENT
This Agreement (the “Agreement”), effective as of the 30th day of September, 2002 (the “Grant Date”), is made between Regency Centers Corporation, a Florida corporation (the “Company”) and «FirstName» «LastName», an employee of the Company or one of its Affiliates (the “Optionee”).
1.1. Grant . Subject to the terms and conditions of the Regency Realty Corporation 1993 Long-Term Omnibus Plan, as amended and restated (the “Plan”), and the terms of this Agreement, the Company hereby grants to the Optionee, effective as of the Grant Date, the right and option to purchase «Shares» shares of common stock ($.01 par value) of the Company (“Stock”) at the exercise price of $31.00 per share (the “Exercise Price”), such option (the “Option”) to be exercised as herein provided. This Option is intended to be a Non-Qualified Stock Option.
1.2. Reload Feature . The Option shall be subject to the “reload feature” as that term is defined, and to the extent provided, in Section 6.1 of the Plan. The reload option will have an Exercise Price equal to the fair market value of a share of Stock on the effective date of grant of the reload option, and will otherwise contain the same terms as the Option except as provided in Section 6.1 of the Plan and as the Committee, in its sole discretion, may decide. The reload option shall not be subject to the “reload feature.” The Committee shall be authorized to establish procedures for all aspects of the reload option.
Option Exercise, Payment and Expiration
2.1. Notice of Exercise . Any exercise shall be accompanied by a written notice by the Optionee to the Company specifying the number of shares as to which the Option is being exercised.
2.2. Period of Exercise . The Option is fully vested on the Grant Date. Subject to applicable law and the terms and conditions of this Agreement and the Plan, the Option may be exercised until the Option expires pursuant to Section 2.4 or 2.5 hereof.
2.3. Payment of Exercise Price Upon Exercise . At the time of any exercise, the entire Exercise Price of the shares as to which the Option is exercised shall be paid in cash, in shares of Stock that the Optionee has held for at least six months (based on the fair market value of the Stock on the exercise date as determined under procedures adopted by the Committee), or by such other method as shall be approved by the Committee.
2.4. Termination of Employment .
Option shall expire on the 90th day following the date of termination of employment or, if earlier, the Expiration Date, and shall not thereafter be exercisable.
2.5. Expiration Date . Subject to earlier termination pursuant to the terms hereof, the Option shall expire at 11:59 p.m. on January 13, 2007 (the “Expiration Date”).
Dividend Equivalent Units
3.1. Award . The Optionee shall receive Dividend Equivalent Units (as that term is defined in the Plan, hereinafter referred to as “DEUs”) with respect to the Option for each of the first five years of the Option, beginning on the Grant Date. Except as otherwise provided in Section 3.3 hereof, no DEUs shall be awarded with respect to periods after the earlier of (a) termination of the Optionee’s employment or (b) the 5th anniversary of the Grant Date. Anything in the Plan to the contrary notwithstanding, the Net Dividend Rate for purposes of computing DEUs shall be computed by using $25.25 instead of the $31.00 Exercise Price in the denominator and subtracting 6.0% instead of the average annual dividend yield for the companies included in the S&P 500 Index. It is the intent of the Company that DEUs not be higher than the net dividends that the Optionee would have earned on stock previously purchased by the Optionee using stock loans, which loans were repaid by the Optionee prior to the grant of this Option using a portion of the encumbered shares, assuming that the purchase price was $25.25 per share and that the interest rate on the loan was 6% per annum.
3.2. Issuance and Forfeiture of DEUs . Notwithstanding anything to the contrary in the Plan, DEUs shall only be distributed upon the first to occur of (a) the exercise of the Option, or (b) the expiration of the Option pursuant to Section 2.4 or 2.5 hereof. If DEUs are distributed because of the exercise of the Option and only a portion of the Option is exercised, only the portion of the Optionee’s DEUs related to such exercised portion of the Option shall be issued at such time. DEUs shall be issued in the form of whole shares of Company common stock, with fractional DEUs settled in cash.
3.3. Termination by the Company for Other than Cause After a Change of Control . If the Company terminates the Optionee’s employment for other than Cause on or after a Change of Control, to the extent (after taking into account all DEUs received pursuant to this Agreement) the Optionee has received less than five years of DEUs on the unexercised portion of the Option, an additional payment will be made to the Optionee, which additional payment shall be calculated in accordance with the example in Appendix A , which is attached hereto and made a part hereof, so that at least five years of DEUs have been received by the Optionee on the unexercised portion of the Option. In no event shall termination of the Optionee’s employment by the Optionee (regardless of the reason for such termination) be considered a termination of the Optionee’s employment by the Company for other than Cause.
4.1. Defined Terms . Capitalized terms not otherwise defined herein or in the Plan shall have the meaning set forth below.
(or a nolo contendere plea thereto) which is not subject to further appeal and which is injurious to the business or public image of the Company or any affiliate thereof.