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NONQUALIFIED STOCK OPTION AGREEMENT

Stock Option Agreement

NONQUALIFIED STOCK OPTION AGREEMENT | Document Parties: REGENCY CENTERS CORP You are currently viewing:
This Stock Option Agreement involves

REGENCY CENTERS CORP

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Title: NONQUALIFIED STOCK OPTION AGREEMENT
Date: 3/10/2006
Industry: Real Estate Operations     Sector: Services

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EXHIBIT 10(c)

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”).

ARTICLE I

Stock Option

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.

ARTICLE II

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 .

 

 

(a)

If the Optionee ceases to be employed by the Company and its Affiliates for any reason other than Cause, death, Disability, or Retirement, the

 

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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.

 

 

(b)

If the Optionee ceases to be employed by the Company and its Affiliates due to death or Disability, the Option shall expire on the first anniversary of the date of termination of employment or, if earlier, the Expiration Date, and shall not thereafter be exercisable.

 

 

(c)

If the Optionee ceases to be employed by the Company and its Affiliates and such termination of employment constitutes Retirement, the Option shall expire on the third anniversary of the date of termination of employment or, if earlier, the Expiration Date, and shall not thereafter be exercisable.

 

 

(d)

If the Optionee’s employment with the Company and its Affiliates terminates for Cause, the Option shall expire on the date of termination of employment 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”).

ARTICLE III

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.

 

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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.

ARTICLE IV

Certain Definitions

4.1. Defined Terms . Capitalized terms not otherwise defined herein or in the Plan shall have the meaning set forth below.

 

 

(a)

“Board” means the Board of Directors of the Company.

 

 

(b)

“Cause” means

 

 

(i)

the willful and substantial failure or refusal of the Optionee to perform duties assigned to the Optionee (unless the Optionee shall be ill or disabled), under circumstances where the Optionee would not have Good Reason to terminate employment, which failure or refusal is not remedied by the Optionee within 30 days after written notice from the Company’s Chief Executive Officer or Chief Operating Officer or the Board of such failure or refusal (for purposes of clarity, the Optionee’s poor performance shall not constitute willful and substantial failure or refusal to perform duties assigned to the Optionee, but the failure to report to work shall);

 

 

(ii)

material breach of the Optionee’s fiduciary duties to the Company or an affiliate thereof (such as obtaining secret profits from such entity) or a violation by the Optionee in the course of performing the Optionee’s duties to the Company or any affiliate thereof 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 the Company or an affiliate thereof, 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 Optionee’s employment; or

 

 

(iii)

the Optionee’s engaging in illegal conduct (other than traffic violations or other minor offenses) which results in a conviction

 

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(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.

 

 

(c)

“Change of Control” means the occurrence of any one or more of the following events occurring after the date of this Agreement:

 

 

(i)

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 (A) from the Company, (B) by the Company or any employee benefit plan (or related trust) of the Company, (C) 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 (D) by any corporation with respect to


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