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 .
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(a)
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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.
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(b)
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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.
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(c)
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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.
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(d)
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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.
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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.
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(a)
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“Board” means the Board of Directors
of the Company.
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(i)
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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);
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(ii)
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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
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(iii)
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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.
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(c)
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“Change
of Control” means the occurrence of any one or more of the
following events occurring after the date of this
Agreement:
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(i)
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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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