MANAGEMENT SEVERANCE
PLAN
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Purpose
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A-1
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Definitions
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A-1
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“Applicable Multiplier”
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A-1
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“Board of
Trustees”
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A-1
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A “Change
of Control”
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A-1
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“Claimant”
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2
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“Common
Shares”
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2
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“Company”
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2
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“Compensation Committee”
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2
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“Effective Date”
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2
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“Disability”
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3
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“Employee”
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3
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“Eligible
Bonus”
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3
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“Extended
Leave of Absence”
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3
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“Good
Reason”
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3
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“Liberty
Property Limited Partnership”
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3
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“Liberty
Property Trust”
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3
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“Notice
of Termination”
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3
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“Paid
Time Off”
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3
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“Pay”
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3
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“Plan”
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4
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“Severance Pay”
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4
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“Subsidiary”
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4
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“Termination Date”
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4
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“Willful
Misconduct”
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4
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“Year of
Pay”
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4
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Eligibility
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4
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Eligible
Employees
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4
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Disability or
Extended Leave of Absence
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4
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Willful
Misconduct
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5
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Good
Reason
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5
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Page
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Termination of
Employment
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6
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Disqualification
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6
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Severance
Benefit Amount
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7
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Severance
Pay
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7
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Increases to
Severance Pay
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8
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Unemployment
Compensation
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8
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Sickness;
Disability
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8
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Reduction of
Severance Pay
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8
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Section 280G(b) of Code
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9
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8
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9
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Further
Actions
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10
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Distribution of
Benefits
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10
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Payment
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10
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Deceased
Employees
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10
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Plan
Administration
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10
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Compensation
Committee
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11
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Determinations
Conclusive
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11
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Disputes
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11
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Payment of
Fees
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11
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Plan
Modification or Termination
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12
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Automatic
Termination
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12
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Modifications
and Amendments
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12
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Determination
of Claims
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12
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General
Provisions
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13
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No Right to
Employment
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13
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Vacancies on
Compensation Committee
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13
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Assignments
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13
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Plan
Unfunded
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13
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No Set Off; No
Mitigation
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13
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Governing
Law
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14
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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.
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)
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)
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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