EXHIBIT 10.2
AMERICAN LAND LEASE, INC.
SEVERANCE PLAN
PURPOSE
American Land Lease, Inc., a
Delaware corporation (the “ Company ”), hereby
establishes the American Land Lease, Inc. Severance Plan (the
“ Plan ”) to provide Severance to certain
employees of the Company to compensate them for past services
performed, future services to be performed and, in some cases,
future services to be refrained from performing. The Plan is
adopted and shall be effective as of the date and time it is
approved by the Committee (as defined below).
ARTICLE I
DEFINITIONS
The following terms as used in the
Plan shall have the meanings set forth below:
Section 1.1 “
Committee ” means (a) the Compensation Committee
of the Company’s Board of Directors, to the extent required
for any Severance granted or paid hereunder to comply with Rule
14d-10(d) under the Securities Exchange Act of 1934, as amended, or
(b) if not so required, by the Company’s Board of
Directors or its Compensation Committee as determined by the Board
of Directors.
Section 1.2 “
Cause ” shall mean any act, failure to act, other
failure, omission or condition taken, not taken, caused, made or
attributable, in whole or in part, to an Employee that warrants
termination of such Employee’s employment, as determined with
respect to all of the foregoing in the sole, good faith judgment of
the Committee or any officer of the Company to whom the Committee
shall have delegated such authority. The Committee may from time to
time establish and change a definition of cause or factors upon
which determinations of cause shall be based. Notwithstanding the
foregoing, any Employee terminated in connection with or within six
(6) months following a Change in Control shall be deemed to
have been terminated without Cause, except if such Employee is
terminated in connection with such Change in Control or during such
period as a result of (i) the commission of a felony or other
crime involving violence or moral turpitude or any other crime
involving fraud with respect to the Company or any of its
subsidiaries or any of their customers, suppliers or other business
relations, (ii) conduct causing the Company or any of its
subsidiaries substantial public disgrace, (iii) any act or
omission with the intent of aiding or abetting a competitor, vendor
or supplier of the Company or any of its subsidiaries and that has
a material disadvantage or detriment to the Company or any of its
subsidiaries, or (iv) repeated failure to perform employment
duties as reasonably directed by the Board of Directors or any
officer who supervises such Employee, in each case, which is
incurable or is not cured to the Board of Director’s or such
officer’s reasonable satisfaction within fifteen
(15) days after written notice thereof to the Employee. The
exceptions in the foregoing sentence to the treatment of a
termination in connection with or during the six (6) months
following a Change in Control do not, and shall not be deemed to,
imply any standard or definition of “Cause” or limit
the Committee’s or any officer’s discretion under any
other circumstances.
Section 1.3 “ Change
in Control ” has the meaning given to it in the
Company’s 1998 Stock Incentive Plan.
Section 1.4 “
Employee ” means an officer or other employee of the
Company or any of its direct or indirect subsidiaries (whether,
directly or indirectly, wholly or majority-owned), except for the
Company’s Chief Executive Officer.
Section 1.5 “
salary ” means the annual base, cash salary of an
Employee as set forth within the payroll records of the applicable
employer. “salary” does not include any remuneration
other than base, cash salary. “Week’s Pay” and
“Month’s Pay” shall be calculated in accordance
with the applicable employer’s regular payroll procedures
(including the division of annual base rate of pay by 52 for
Week’s Pay, and 12 for Month’s Pay). For part-time
Employees, the base rate of pay will be a pro-rated salary
computation based on the ratio of scheduled part-time hours
compared to scheduled full-time hours during the twelve
(12) months immediately preceding his or her termination date.
The annual base rate of pay for Employees subject to a sales
commission plan shall be based on the actual earnings during the
most recent 24-month period.
Section 1.6 “
Severance ” means the severance rights and/or payments
under the Plan, as the context indicates.
ARTICLE II
ADMINISTRATION; ELIGIBILITY;
SEVERANCE
Section 2.1 Authority of the
Committee . The Plan shall be administered by the Committee.
Subject to the terms of the Plan and applicable law and subject to
such resolutions, not inconsistent with the Plan, as may be adopted
by the Committee, the Committee shall have full power and
authority, in its sole discretion, to: (i) establish any
terms, conditions and limitations of any Severance rights or
payments; (ii) construe, interpret and administer the Plan and
the terms of any Severance payment; (iii) appoint, and
delegate powers or authority to, such agents as it shall deem
necessary or desirable for the administration of the Plan;
(iv) correct any defect or supply any omission with respect to
any Severance; and (v) make any other determinations and
decisions and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. All
Committee designations, determinations, interpretations and other
decisions shall be final, conclusive and binding, including upon
the Company, its subsidiaries, Employees and their legal
representatives and beneficiaries and stockholders.
Section 2.2 Coverage .
Subject to the other terms of this Plan, including the
Committee’s authority to establish terms, conditions and
limitations hereunder, all Employees shall be entitled to Severance
hereunder.
Section 2.3 Payment of
Severance . All Severance hereunder will be paid in cash,
subject t
