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LIBERTY PROPERTY TRUST ? MANAGEMENT SEVERANCE PLAN

Termination Severance Agreement

LIBERTY PROPERTY TRUST ? MANAGEMENT SEVERANCE PLAN | Document Parties: LIBERTY PROPERTY LIMITED PARTNERSHIP You are currently viewing:
This Termination Severance Agreement involves

LIBERTY PROPERTY LIMITED PARTNERSHIP

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Title: LIBERTY PROPERTY TRUST ? MANAGEMENT SEVERANCE PLAN
Governing Law: Pennsylvania     Date: 2/27/2009

LIBERTY PROPERTY TRUST ? MANAGEMENT SEVERANCE PLAN, Parties: liberty property limited partnership
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Exhibit 10.9

LIBERTY PROPERTY TRUST —

MANAGEMENT SEVERANCE PLAN

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

 

 

 

section 1

 

Purpose

 

 

A-1

 

 

section 2

 

Definitions

 

 

A-1

 

 

2.1

 

“Applicable Multiplier”

 

 

A-1

 

 

2.2

 

“Board of Trustees”

 

 

A-1

 

 

2.3

 

A “Change of Control”

 

 

A-1

 

 

2.4

 

“Claimant”

 

 

2

 

 

2.5

 

“Common Shares”

 

 

2

 

 

2.6

 

“Company”

 

 

2

 

 

2.7

 

“Compensation Committee”

 

 

2

 

 

2.8

 

“Effective Date”

 

 

2

 

 

2.9

 

“Disability”

 

 

3

 

 

2.10

 

“Employee”

 

 

3

 

 

2.11

 

“Eligible Bonus”

 

 

3

 

 

2.12

 

“Extended Leave of Absence”

 

 

3

 

 

2.13

 

“Good Reason”

 

 

3

 

 

2.14

 

“Liberty Property Limited Partnership”

 

 

3

 

 

2.15

 

“Liberty Property Trust”

 

 

3

 

 

2.16

 

“Notice of Termination”

 

 

3

 

 

2.17

 

“Paid Time Off”

 

 

3

 

 

2.18

 

“Pay”

 

 

3

 

 

2.19

 

“Plan”

 

 

4

 

 

2.20

 

“Severance Pay”

 

 

4

 

 

2.21

 

“Subsidiary”

 

 

4

 

 

2.22

 

“Termination Date”

 

 

4

 

 

2.23

 

“Willful Misconduct”

 

 

4

 

 

2.24

 

“Year of Pay”

 

 

4

 

 

section 3

 

Eligibility

 

 

4

 

 

3.1

 

Eligible Employees

 

 

4

 

 

3.2

 

Disability or Extended Leave of Absence

 

 

4

 

 

3.3

 

Willful Misconduct

 

 

5

 

 

3.4

 

Good Reason

 

 

5

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

 

 

 

3.5

 

Termination of Employment

 

 

6

 

 

3.6

 

Disqualification

 

 

6

 

 

section 4

 

Severance Benefit Amount

 

 

7

 

 

4.1

 

Severance Pay

 

 

7

 

 

4.2

 

Increases to Severance Pay

 

 

8

 

 

4.3

 

Unemployment Compensation

 

 

8

 

 

4.4

 

Sickness; Disability

 

 

8

 

 

4.5

 

Reduction of Severance Pay

 

 

8

 

 

4.6

 

Section 280G(b) of Code

 

 

9

 

 

(a)

 

 

 

 

 

 

(c)

 

 

 

 

 

 

4.7

 

Further Actions

 

 

10

 

 

section 5

 

Distribution of Benefits

 

 

10

 

 

5.1

 

Payment

 

 

10

 

 

5.2

 

Deceased Employees

 

 

10

 

 

section 6

 

Plan Administration

 

 

10

 

 

6.1

 

Compensation Committee

 

 

11

 

 

6.2

 

Determinations Conclusive

 

 

11

 

 

6.3

 

Disputes

 

 

11

 

 

6.4

 

Payment of Fees

 

 

11

 

 

section 7

 

Plan Modification or Termination

 

 

12

 

 

7.1

 

Automatic Termination

 

 

12

 

 

7.2

 

Modifications and Amendments

 

 

12

 

 

7.3

 

Determination of Claims

 

 

12

 

 

section 8

 

General Provisions

 

 

13

 

 

8.1

 

No Right to Employment

 

 

13

 

 

8.2

 

Vacancies on Compensation Committee

 

 

13

 

 

8.3

 

Assignments

 

 

13

 

 

8.4

 

Plan Unfunded

 

 

13

 

 

8.5

 

No Set Off; No Mitigation

 

 

13

 

 

8.6

 

Governing Law

 

 

14

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

 

 

 

8.7

 

Welfare Plan

 

 

14

 

 


 

SECTION 1

PURPOSE

     The Company considers it essential to its best interests to foster the optimum performance of its management employees. The Company recognizes the possibility that a Change in Control of the Company or one or more Subsidiaries may occur, or that the Company may engage in certain other transactions which may affect its management employees, and that such possibility, and the uncertainty and questions which it may raise, may result in the distraction of management to the detriment of the Company.

     In order to encourage management employees to maintain their continued attention and dedication to their duties and responsibilities, the Company has adopted this Management Severance Plan.

SECTION 2

DEFINITIONS

     As hereinafter used:

     2.1 “Applicable Multiplier ” with respect to each Employee, which shall be either 1.99 or 2.99, shall be set forth opposite the name of such Employee on Exhibit “A.”

     2.2 “ Board of Trustees ” means the Board of Trustees of Liberty Property Trust.

     2.3 A “ Change of Control ” shall be deemed to have occurred upon the earliest to occur of the following events:

               (a) the date on which the shareholders of the Company (or the Board of Trustees, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Company will be dissolved or liquidated, or

               (b) the date on which the transactions contemplated by a definitive agreement to sell or otherwise dispose of substantially all of the assets of the Company are consummated, other than a transaction in which the holders of the Common Shares immediately prior to the transaction will have at least fifty percent (50%) of the voting power of the acquiring entity’s voting securities immediately after such transaction (without regard to such holders’ ownership of such acquiring entity’s voting securities immediately before or contemporaneously with such transaction), which voting securities are to be held by such holders immediately following such transaction in substantially the same proportion among themselves as such holders’ ownership of the Common Shares immediately before such transaction, or

               (c) the first date on which (i) the transactions contemplated by a definitive agreement to merge or consolidate the Company with or into the other constituent entity, or to merge such other entity with or into the Company, have been

A-1


 

TABLE OF CONTENTS
(continued)

Page

consummated, other than, in any such case, a merger or consolidation of the Company in which the holders of the Common Shares immediately prior to the merger or consolidation will have at least fifty percent (50%) of the voting power of the surviving entity’s voting securities immediately after such merger or consolidation (without regard to such holders’ ownership of such acquiring entity’s voting securities immediately before or contemporaneously with such merger or consolidation), which voting securities are to be held by such holders immediately following such merger or consolidation in substantially the same proportion among themselves as such holders’ ownership of the Common Shares immediately before such merger or consolidation, and (ii) members of the Board of Trustees prior to the consummation of such merger or consolidation cease to constitute a majority of the Board of Trustees, or

               (d) the date on which any entity, person or group, within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (other than the Company or any Subsidiary or any employee benefit plan sponsored or maintained by the Company or any Subsidiary), shall have become the beneficial owner of, or shall have obtained voting control over, more than twenty percent (20%) of the outstanding Common Shares (without regard to any contractual or other restriction on the conversion or other exchange of securities into or for Common Shares), or

               (e) the first day after the date on which the Plan is effective when a majority of the members of the Board of Trustees shall have been members of the Board of Trustees for less than two (2) years, unless the nomination for election of each new trustee who was not a trustee at the beginning of such two (2)-year period was approved by a vote of at least two-thirds of the trustees then still in office who were trustees at the beginning of such period.

     2.4 “ Claimant ” has the meaning set forth in Section 6.3.

     2.5 “ Common Shares ” means the Common Shares of Beneficial Interest, $0.001 par value, of the Company and any other securities evidencing the common equity beneficial interest in the Company.

     2.6 “ Company ” means Liberty Property Trust and/or Liberty Property Limited Partnership, and any successor in interest thereto.

     2.7 “ Compensation Committee ” means the current compensation committee of the Board of Trustees, and/or any other individuals appointed to such committee or substituted for the individuals named above by the Board of Trustees prior to any Change of Control. All members of the Compensation Committee must be members of such committee prior to the time a Change of Control occurs.

     2.8 “ Effective Date ” of the Plan is December 13, 2001.

2


 

TABLE OF CONTENTS
(continued)

Page

     2.9 “ Disability ” has the meaning set forth in Section 3.2.

     2.10 “ Employee ” means a person:

               (a) whose name is listed in Exhibit “A” hereto, as such Exhibit may be amended or supplemented by the Compensation Committee from time to time, or who has been designated in writing by the Compensation Committee to participate in the Plan (even if such person’s name is not listed in Exhibit “A” hereto); and

               (b) who is employed by the Company at the time of a change of a Change of Control. The term “Employee” specifically exc


 
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