Exhibit 10(c)(i)
Employee
REGENCY CENTERS
CORPORATION
409A Amendment to Stock Option
Agreements
THIS AGREEMENT is
made as of the 31 st day of December, 2008 by and
between «F1» (the “Employee”) and
Regency Centers Corporation (the
“Company”).
Background
The Company has previously awarded
stock options to the Employee pursuant to one or more Stock Option
Agreements covering options that remain unvested as of the date
hereof (after giving effect to any amendments prior to the date
hereof, collectively, the “Agreements”).
The parties wish to amend the
Agreements to comply with Section 409A of the Internal Revenue
Code.
Accordingly, the parties agree as
follows:
1. Termination of Service .
For purposes of any accelerated vesting provisions of the
Agreements that provide for acceleration in certain circumstances
upon termination of employment, the Employee’s employment
shall not be considered to have terminated unless the
Employee’s employment is considered terminated for purposes
of Treasury Regulation Section 1.409A-1(h)(ii).
2. Issuance of Vested DEUs .
Any Agreements that provide for Dividend Equivalent Units
(“DEUs”) are hereby amended to conform to longstanding
practice under the Plan as follows: DEUs shall vest as
provided in the applicable Agreements, but vested DEUs shall
only be distributed annually as of the June 30 immediately
following the date of vesting. No DEUs shall be distributed on
the exercise of the Option. Vested DEUs shall be issued in the
form of whole shares of Company common stock, with fractional DEUs
settled in cash, as promptly as practicable after the June 30
immediately following the vesting date, with the number of shares
determined based on the last sale price of the common
stock on such June 30 (or if June 30 is not a day on
which the common stock was traded, the last sale price as
reported for the immediately preceding date on which there was
a sale).
3. No Other Changes . Except
as expressly amended hereby, the provisions of the Agreements shall
remain in full force and effect.
[Signature page follows]
IN WITNESS WHEREOF
, the parties hereto have executed
this Agreement effective as of the day and year first above
written.
