UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE
ACT OF 1934
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Date of report (earliest event reported):
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May 18, 2005
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TAUBMAN CENTERS, INC.
(Exact Name of
Registrant as Specified in its Charter)
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Michigan
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1-11530
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38-2033632
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(State of Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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200 East Long Lake Road, Suite 300,
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Bloomfield Hills, Michigan
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48303-0200
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(Address of Principal Executive Office)
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(Zip Code)
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Registrant's Telephone Number, Including Area Code:
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(248) 258-6800
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None
(Former Name or Former
Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions
(See General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
On
May 18, 2005, the shareholders of Taubman Centers, Inc. (the “Company”), approved
the adoption of The Taubman Company 2005 Long-Term Incentive Plan (the “LTIP”). The
LTIP allows the Company to make grants of restricted stock units (“RSU”) to employees of
the Company and its affiliates, and an aggregate of 1,500,000 shares of the Company’s
common stock are available for issuance under the LTIP. Each RSU will represent the
right to receive upon vesting one share of the Company’s common stock plus a cash
payment equal to the aggregate cash dividends that would have been paid on such share
of common stock from the date of grant of the award to the vesting date. A copy of the
LTIP was filed as Appendix A to the Company’s Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on April 5, 2005 (the “2005 Proxy
Statement”) and is incorporated herein by reference. A copy of the form of grant
agreement to be used by the Company in making grants under the LTIP is filed as Exhibit
10.2 to this report.
Also
on May 18, 2005 the Company’s shareholders approved the adoption of the Taubman Centers,
Inc. Non-Employee Directors’ Stock Grant Plan (the “SGP”). The SGP provides for the
annual grant to each non-employee director of the Company shares of the Company’s
common stock having a fair market value of $15,000. A copy of the SGP was filed as
Appendix B to the 2005 Proxy Statement and is incorporated herein by reference.
Also
on May 18, 2005, the Board of Directors of the Company approved the adoption of the
Taubman Centers, Inc. Non-Employee Directors’ Deferred Compensation Plan (the “DCP”).
The DCP allows each non-employee director of the Company the right to defer the
receipt of all or a portion of his or her annual director retainer until the
termination of his or her service on the Company’s Board of Directors and for such
deferred compensation to be denominated in restricted stock units, representing the
right to receive shares of the Company’s common stock at the end of the deferral period.
During the deferral period, when the Company pays cash dividends on its common stock,
the directors’ deferral accounts will be credited with additional restricted stock
units based on the then-fair market value of the Company’s common stock. A copy of the
DCP is filed as Exhibit 10.4 to this report and is incorporated herein by reference. A
copy of the deferral election form to be used by directors to participate in the DCP
is filed as Exhibit 10.5 to this report.
Item 5.03 AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On
May 18, 2005, the Board of Directors of the Company approved the adoption of an amendment
to the Company’s Restated By-Laws to allow the Board of Directors to provide by
resolution that some or all of any or all classes or series of the Company’s shares may
be uncertificated shares. The Company’s Restated By-Laws previously did not allow for
uncertificated shares. A copy of the amendment to the Company’s Restated By-Laws is
filed as Exhibit 3.1 to this report.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following Exhibits are filed with this report:
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Exhibit
Number
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Description
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3.1
10.1
10.2
10.3
10.4
10.5
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Amendment to Restated By-Laws, dated May 18, 2005
The Taubman Company 2005 Long-Term Incentive Plan, incorporated by reference to Appendix A to the 2005
Proxy Statement
Form of The Taubman Company Restricted Stock Unit Award Agreement
Taubman Centers, Inc. Non-Employee Directors’ Stock Grant Plan, incorporated by reference to Appendix B to
the 2005 Proxy Statement
Taubman Centers, Inc. Non-Employee Directors’ Deferred Compensation Plan
Form of Taubman Centers, Inc. Non-Employee Directors’ Deferred Compensation Plan Deferral Election Form
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 18, 2005
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TAUBMAN CENTERS, INC.
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By: /s/ Lisa A. Payne
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Lisa A. Payne
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Executive Vice President and
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Chief Financial and
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Administrative Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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3.1
10.1
10.2
10.3
10.4
10.5
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Amendment to Restated By-Laws, dated May 18, 2005
The Taubman Company 2005 Long-Term Incentive Plan, incorporated by reference to Appendix A to the 2005
Proxy Statement
Form of The Taubman Company Restricted Stock Unit Award Agreement
Taubman Centers, Inc. Non-Employee Directors’ Stock Grant Plan, incorporated by reference to Appendix B to
the 2005 Proxy Statement
Taubman Centers, Inc. Non-Employee Directors’ Deferred Compensation Plan
Form of Taubman Centers, Inc. Non-Employee Directors’ Deferred Compensation Plan Deferral Election Form
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THE TAUBMAN COMPANY
RESTRICTED STOCK UNIT AWARD AGREEMENT
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Participant Name:
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[
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]
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Grant Date:
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[
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]
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RSUs Granted:
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[
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Vesting Date:
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[
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(or, if earlier, the Vesting Date defined in the Plan)
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THIS AWARD AGREEMENT, dated as of this [ ] day of [ ], 200__, is entered into by and between THE TAUBMAN COMPANY LLC, a Delaware limited liability company (the “Company”), and [ ] (the “Participant”). Capitalized terms have the meaning defined herein or as defined in the Plan, as applicable.
1.
Incorporation of Plan
. This Award is granted as of [ ], pursuant to and subject to all of the terms and conditions of The Taubman Company 2005 Long-Term Incentive Plan, as effective May 18, 2005, as may be amended from time to time (the “Plan”), the provisions of which are incorporated in full by reference into this Award Agreement, which means that this Award Agreement is limited by and subject to the express terms of the Plan. A copy of the Plan is on file in the office of the Company. If there is any conflict between the provisions of this Award Agreement and the Plan, the Plan will control.
2.
RSU Award
. The Company hereby grants the Participant an Award of [ ] Restricted Stock Units (“RSUs”). Each RSU represents the right to receive, upon vesting and the satisfaction of any required tax withholding obligation, one share of common stock, par value $0.01, of Taubman Centers, Inc. (“TCO”) (“Common Stock”).
3.
Conversion of RSUs, Issuance of Shares, and Payment of Dividend Equivalents
. Upon vesting of this Award, TCO will issue and transfer to the Company one share of Common Stock for each RSU granted under this Award. The Company will transfer the shares of Common Stock to the Participant upon satisfaction of any required tax withholding obligation. No fractional shares will be issued. The Company will simultaneously pay to the Participant, in cash, the dividend equivalents credited to the Participant’s Award account.
4.
Forfeitures
. The unvested portion of this Award will terminate automatically and be forfeited to the Company immediately and without further notice upon the termination of the Participant’s employment with the Company before the Vesting Date. Further, in the case of the Participant’s Termination for Cause, this Award will terminate automatically and be forfeited even if the Award vested prior to the Termination for Cause. No Common Stock shares will be issued with respect to any portion of this Award that terminates and is forfeited.
5.
Tax Withholding Obligation
. The Company will determine, in its discretion, which of the following two methods will be used to satisfy the statutory minimum tax withholding obligations in connection with the payment of this Award: (a) withholding from payment to the Participant sufficient cash and/or shares of Common Stock issuable under the Award having a fair market value sufficient to satisfy the withholding obligation; or (b) payment by the Participant to the Company the withholding amount by wire transfer, certified check, or other means acceptable to the Company, or by additional payroll withholding in the event the
Participant fails to pay the withholding amount. To the extent that the value of any whole shares of Common Stock withheld exceeds applicable tax withholding obligations, the Company agrees to pay the excess in cash to the Participant through payroll or by check as soon as practicable.
6.
Rights of Participant
. This Award does not entitle the Participant to any ownership interest in any actual shares of Common Stock unless and until such shares are issued to the Participant pursuant to the terms of the Plan. Since no property is transferred until the shares are issued, the Participant acknowledges and agrees that the Participant cannot and will not attempt to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the fair market value of the RSUs in the Participant’s gross income for the taxable year of the grant of the Award.
7.
Beneficiary/Beneficiaries
. Each Participant may, at any time, subject to the provisions of the Plan, designate a Beneficiary or Beneficiaries to whom payment under this Plan will be made in the event of such Participant’s death. Beneficiary Designation Forms are available from Human Resources.
8.
Registration
. TCO currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the shares of Common Stock subject to this Award. TCO intends to maintain this registration but has no obligation to do so. If the registration ceases to be effective, the Participant will not be able to transfer or sell shares issued pursuant to this Award unless exemptions from registration under applicable securities laws are available. Such exemptions from registration are very limited and might be unavailable. The Participant agrees that any resale by him or her of the shares of Common Stock issued pursuant to this Award will comply in all respects with the requirements of all applicable securities laws, rules, and regulations (including, without limitation, the
provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations promulgated thereunder) and any other law, rule, or regulation applicable thereto, as such laws, rules, and regulations may be amended from time to time. TCO will not be obligated to either issue the shares or permit the resale of any shares if such issuance or resale would violate any such requirements.
9.
Acknowledgment of Participant
. The Participant accepts and agrees to the terms of the Award as described in this Award Agreement and in the Plan, acknowledges receipt of a copy of this Award Agreement, the Plan, and any applicable summary of the Plan, and acknowledges that he or she has read all these documents carefully and understands their contents.
IN WITNESS WHEREOF, this Award Agreement is duly authorized as of the day and year first above written.
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PARTICIPANT
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SIGNATURE
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THE TAUBMAN COMPANY LLC, a Delaware limited liability company
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Date: ____________________
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Its:
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Date: ____________________
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PLEASE RETURN ONE SIGNED AGREEMENT TO [ ] BY [ ] AND KEEP ONE FOR YOUR RECORDS.
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TAUBMAN CENTERS, INC.
NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN
(Effective as of May 18, 2005)
The Taubman Centers, Inc. Non-Employee Directors’ Deferred Compensation Plan, as it may be amended from time to time (the “Plan”), is intended to provide to the Directors of Taubman Centers, Inc., a Michigan corporation (the “Company”) incentives to continue to serve on the Board of Directors, to attract new Directors with outstanding qualifications, and to strengthen the alignment of the interests of the Directors with those of the shareholders by offering Directors the opportunity to defer their retainer fees in common stock of the Company. The Plan is effective as of May 18, 2005.
Article 1
Definitions
In the Plan, whenever the context so indicates, the singular or plural number, and the masculine, feminine, or neuter gender shall each be deemed to include the other, the terms “he,” “his,” and “him” shall refer to a Director, and the capitalized terms shall have the following meanings:
1.1
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Account
” means the record established and maintained to reflect the RSUs credited to the Director pursuant to the Plan, and will not, under any circumstances, constitute or be treated as a trust fund of any kind.
1.2
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Beneficiary
” means: (a) an individual, trust, estate, or family trust who or that, by will or by operation of the laws of descent and distribution, succeeds to the rights and obligations of a Director under the Plan on the Director’s death; or (b) an individual who, as a result of designation by a Director in a Beneficiary Designation, or as otherwise provided in Article 5, succeeds to the rights and obligations of such Director under the Plan on such Director’s death.
1.3
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Beneficiary Designation
” means a writing executed by the Director pursuant to Section 5.1 of the Plan.
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1.4
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Board of Directors
” means the Board of Directors of the Company.
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1.5
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Business Day
” means any day on which the New York Stock Exchange is open for trading.
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1.6
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“
Change of Control Event
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(a) a majority of the Board of Directors is replaced during a 12-month period by directors whose appointment or election was not approved by a vote of at least 50% of the directors comprising the Board of Directors on the date immediately preceding the removal or election; or
(b) the acquisition by any person or more than one person acting as a group other than A. Alfred Taubman or any of his immediate family members or lineal descendants, any heir of the foregoing, any trust for the benefit of any of the foregoing, any private charitable foundation, or any partnership, limited liability company, or corporation owned or controlled by some or all of the foregoing, of ownership of 50% or more of the total fair market value or total voting power of the outstanding voting capital stock of the Company.
1.7
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Committee
” means the Nominating and Corporate Governance Committee of the Board of Directors.
1.8
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Common Stock
” means the common stock of the Company, par value $0.01 per share.
1.9
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Deferral Election Form
” means a form executed by a Director pursuant to Section 3.1 of the Plan.
1.10
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Director
” means an individual who is and continues to serve as a member of the Board of Directors; provided, however, that for purposes of this Plan only, “Director” shall not include any member of the Board of Directors who is an employee or officer of the Company or any of its affiliates.
1.11
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Fair Market Value
” means the per share value of the Common Stock on the applicable date, and is determined as follows:
(a)
If the Common Stock is listed or admitted for trading on any national securities exchange, the Fair Market Value is the closing price per share on such exchange (or, if listed on more than one exchange, the principal said exchange).
(b)
If the Common Stock is not traded on any national securities exchange, but is quoted on the National Association of Securities Dealers, Inc. Automated Quotation System (NASDAQ System) or any similar system of automated dissemination of quotations of prices in common use, the Fair Market Value is the price per share equal to the mean between the closing high bid and the closing low bid on such system on such date.
(c)
If neither paragraph (a) nor paragraph (b) of this definition is applicable, the Fair Market Value on the applicable date is determined by, or in accordance with, a method or formula or process established from time to time by the Board of Directors (or by the Committee if the Board of Directors so directs), in good faith and in accordance with uniform principles consistently applied.
1.12
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Payment
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Payable
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Paid
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means the issuance by the Company and the transfer to the Director of shares of Common Stock equal to the number of RSUs credited to the Account, with any fractional share being paid in cash.
1.13
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RSU
” means the denomination used for deferred retainer fees pursuant to the terms of the Plan, and may be expressed in whole or fractional units. One RSU represents one share of Common Stock transferable to the Director on the Payment date, and shall not represent any ownership interest in any actual shares of Common Stock.
Article 2
Plan Administration
2.1
Administration.
Except as otherwise provided in this Plan, the Committee shall administer the Plan in accordance with the Plan’s terms. The Committee may delegate to any person(s) or entity(ies) any of its powers, rights, or obligations under the Plan. The Committee has complete discretionary authority to interpret the Plan, to determine eligibility for and the amount of Payments, to exercise all other rights and powers, and generally do anything needed to operate, manage, and administer the Plan, and its decisions shall be final and binding upon the Directors.
2.2
Expenses of Administration.
The Company shall pay all costs and expenses of administering the Plan.
2.3
Change in Corporate Capitalization
. In the event of any change in corporate capitalization, such as a stock split, issuance of stock dividends, or any corporate transaction, such as a merger, consolidation, separation, spin-off, or other distribution of stock or property of the Company, or any partial or complete liquidation of the Company, such adjustment shall be made in the number and/or price of shares of Common Stock that may be subject to outstanding Accounts under the Plan as is consistent with the change and may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.
Article 3
Participation; Deferral Election Forms
3.1
Deferral Election Forms.
Each Director may elect to defer up to 100% of the annual retainer fee he shall receive in any calendar year with respect to his service as a Director, including the portion of his annual retainer fee that would otherwise be paid in stock under the Taubman Centers, Inc. Non-Employee Directors Stock Grant Plan, by executing a written Deferral Election Form. Once the election to defer is made, a Director will not have access to the amounts deferred until service on the Board of Directors has terminated or until the occurrence of a Change of Control Event. Deferrals of less than 100% of a Director’s annual retainer fee will be made first from the cash portion of the Director’s annual retainer fee and then from the portion that would otherwise
be paid in stock under the Taubman Centers, Inc. Non-Employee Directors Stock Grant Plan. Each Deferral Election Form must specify the amount the Director elects to defer, must state that the deferred retainer fee will be paid following the termination of the Director’s service pursuant to Section 3.4 of the Plan, and must be executed before the first day of the taxable year in which the Director will earn the retainer fee subject to the Deferral Election Form or, if later, within 30 days after he first becomes eligible for the Plan. A Deferral Election Form will not apply to any retainer fees earned or paid prior to the date the Deferral Election Form is executed.
3.2
Establishment of Accounts.
An Account shall be established for each Director. Each Account will be credited with the number of whole and fractional RSUs equal to the deferred retainer fee divided by the Fair Market Value of the Common Stock on the Business Day immediately before the date the Director would otherwise have been entitled to receive the retainer fee subject to the Deferral Election Form.
3.3
Dividends.
On each day that the Company pays any cash dividends on the outstanding shares of Common Stock, each Director’s Account shall be credited, as of the record date of the applicable dividend payment, with the number of whole and fractional RSUs equal to the dividend declared and paid on a single share of Common Stock multiplied by the total number of RSUs credited to the Director’s Account on the record date of the applicable dividend payment, divided by the Fair Market Value of a single share of the Common Stock on the Business Day immediately before the record date of the applicable dividend payment.
3.4
Vesting and Payment of Accounts.
Each Account shall be 100% vested at all times, and shall be Paid to the Director as soon as administratively practicable following the termination of the Director’s service on the Board of Directors.
3.5
Director to Have No Rights as a Company Shareholder with Respect to RSUs.
A Director shall have no rights as a shareholder in the Company with respect to RSUs in his Account.
3.6
Statement of Account.
Within 100 days after the end of each calendar year, the Committee shall submit to each Director a statement of his Account setting forth the RSUs credited to his Account and the current fair market value of the Common Stock as of the close of business on December 31st of such calendar year, or as of such other date(s) as the Committee shall select.
Article 4
Amendment and Termination of the Plan
4.1
Amendment or Termination of the Plan.
The Plan will remain in effect until it is terminated or abandoned by action of the Company. The Company may from time to time suspend, discontinue, revise, amend, or terminate the Plan in any respect whatsoever; provided, however, that except with the written consent of a Director, no suspension, revision, amendment, or termination of the Plan shall alter or impair any retainer fees previously deferred by such Director under the Plan. If the Plan is terminated, no subsequent retainer fees shall be deferred after the effective date of the termination, and any Account outstanding at the time of termination shall become Payable pursuant to Section 3.4 of the Plan following the termination of the Director’s service on the Board of
Directors.
4.2
Change of Control Event.
On the occurrence of a Change of Control Event, the Plan shall terminate immediately, without any further action on the part of the Committee, and each Director shall be Paid his Account as soon as administratively feasible.
Article 5
Beneficiary Designation
5.1
Beneficiary Designation.
Each Director may, at any time, designate a Beneficiary or Beneficiaries (principal and contingent) to whom Payment under the Plan will be made in the event of the Director’s death prior to Payment to the Director under the Plan. Such designation may be changed at any time prior to the Director’s death, without consent of any previously designated beneficiary. All designations must be made in writing. A Beneficiary Designation shall be effective only if properly completed and only on receipt by the Committee. Any properly completed Beneficiary Designation received by the Committee prior to the Director’s death shall automatically revoke any prior Beneficiary Designation. In the event of divorce, the person from whom such divorce has been
obtained shall be deemed to have predeceased the Director in determining who shall be entitled to receive Payment pursuant to such Director’s Beneficiary Designation, unless the Director completes and submits after the divorce a Beneficiary Designation which designates the former spouse as the Director’s Beneficiary for purposes of the Plan.
5.2
In the Event of No Valid Designation.
If a Director fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease (or are deemed to predecease) such Director or die prior to Payment of such Director’s Account, then such Director’s designated Beneficiary shall be deemed to be the person(s) surviving such Director in the first of the following classes in which there is a survivor, share and share alike:
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(a)
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Such Director’s surviving spouse.
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(b)
Such Director’s children, except that if any of such Director’s children predecease the Director but leave issue surviving, then such issue shall take, by right of representation, the share their parent would have taken if living. The term “children” shall include natural or adopted children but shall not include a child (or children) placed for adoption or foster care.
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(c)
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Such Director’s estate.
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5.3
Dealings with Beneficiaries or Representatives of a Director.
The Committee may require such proper proof of death and such evidence of the right of a Beneficiary to receive Payment of the Account as the Committee deems necessary or advisable. The Committee’s determination of the right of any Beneficiary to receive Payment of the Director’s Account under the Plan shall be conclusive.
Article 6
General Provisions
6.1
Status of Each Director is that of an Unsecured General Creditor.
Each Director and his Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, interest, or claims in any specific property or assets of the Company or of any affiliate of the Company. Assets of the Company or such other entities shall not be held under any trust for the benefit of any Director or his Beneficiaries, heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under the Plan. Any and all of the Company’s and such other entities’ assets shall be, and remain, the general unrestricted assets of the Company or such other entities. The Company’s sole obligation under the Plan shall be merely that
of an unfunded and unsecured promise of the Company to Pay Directors in the future, subject to the conditions and provisions of the Plan.
6.2
Nonassignability.
A Director’s rights and interests under the Plan may not be assigned or transferred. No part of the amounts Payable under the Plan shall, prior to actual Payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by a Director or any other person, or be transferable by operation of law in the event of a Director’s or any other person’s bankruptcy or insolvency.
6.3
Execution.
To record the adoption of the Plan, the Company has caused the execution hereof this 18th day of May, 2005.
TAUBMAN CENTERS, INC.
a Michigan corporation
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By:
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/s/ Lisa A. Payne
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Lisa A. Payne
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Its:
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Executive Vice President and
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Chief Financial and Administrative Officer
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TAUBMAN CENTERS, INC.
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
DEFERRAL ELECTION FORM
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Director Name:
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For Calendar Year:
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1.
Deferral Election
. Subject to the terms of the Taubman Centers, Inc. Non-Employee Director Deferred Compensation Plan (the “Plan”), you may defer until the termination of your service on the Taubman Centers, Inc. (the “Company”) Board of Directors (the “Board”) any portion up to 100% of your annual retainer fee for the calendar year set forth above (the “Calendar Year”) for your service as a member of the Board, including the portion of your retainer fee that would otherwise be paid in stock under the Taubman Centers, Inc. Non-Employee Director Stock Grant Plan. Deferrals of less than 100% of your annual retainer fee will be made first from the cash portion of your retainer fee and then from the portion that would
otherwise be paid in stock under the Taubman Centers, Inc. Non-Employee Director Stock Grant Plan. To defer the payment, you must sign this election form no later than the December 31 preceding the Calendar Year (or if later, 30 days after you first become eligible for the Plan) and return it to the Board’s Nominating and Corporate Governance Committee (the “Committee”). This option to defer is your choice. If you choose not to defer, or you do not complete this form by the deadline, your annual retainer fee will be paid in cash, or in stock under the Taubman Centers, Inc. Non-Employee Director Stock Grant Plan, as applicable, at the regularly scheduled payment dates.
Please complete this form only if you wish to defer payment.
2.
Deferral Account, Dividends and Payment
. Once you have made an election to defer, you will not receive or have access to the amounts deferred until your service on the Board has terminated or until the occurrence of a change in control event, as defined in the Plan. An account will be established for you that will be credited with the number of whole and fractional Restricted Stock Units (“RSUs”) equal to the amount deferred divided by the fair market value of the Company common stock on the business day immediately prior to the date your annual retainer fee would otherwise have been paid. When the Company pays cash dividends on its common stock, your account will also be credited with additional whole and fractional RSUs equal to the dividend on a single
share multiplied by the number of RSUs in your account on the record date of the dividend payment, divided by the fair market value of a single share of the common stock on the business day immediately before the record date of the dividend payment. As soon as practicable following the termination of your service on the Board or on the occurrence of a change in control event, the Company will issue to you the number of shares of common stock equal to the number of whole RSUs credited to your account, with any remaining fractional RSU paid in cash.
3.
Your Rights
. This deferral election does not entitle you to any ownership interest in any actual shares of common stock unless and until such shares are issued to you pursuant to the terms of the Plan.
4.
Beneficiary Designation
. You may, at any time, designate a beneficiary or beneficiaries to whom payment of your RSUs under the Plan will be made in the event of your death. Beneficiary designation forms are available from the Committee.
5.
Registration
. The Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the shares of common stock subject to this deferral election. The Company intends to maintain this registration but has no obligation to do so. If the registration ceases to be effective, you will not be able to transfer or sell shares issued to you pursuant to the Plan unless exemptions from registration under applicable securities laws are available. Such exemptions from registration are very limited and might be unavailable. You agree that any resale by you of the shares of common stock issued pursuant to this deferral election will comply in all respects with the requirements of all applicable securities laws, rules,
and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations promulgated thereunder) and any other law, rule, or regulation applicable thereto, as such laws, rules,
and regulations may be amended from time to time. The Company will not be obligated to either issue the shares or permit the resale of any shares if such issuance or resale would violate any such requirements.
6.
Acknowledgment
. By signing this deferral election form, you accept and agree to the terms of this deferral election and of the Plan, acknowledge receipt of a copy of the Plan, and acknowledge that you have read all these documents carefully and understand their contents.
This deferral election will not become effective unless it is received by the Company, fully completed and signed on or before the December
31 preceding the Calendar Year, (or if later, 30 days after you first become eligible for the Plan). Your deferral election may not be changed or revoked after this deadline and applies only to retainer fees earned and paid after you make the election.
I hereby elect to defer ____% of my annual retainer fee for the Calendar Year paid following this election for my services as a member of the Board; this election becomes irrevocable on January 1 of the Calendar Year (or if later, the date I first become eligible for the Plan).
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Date Received by the Company
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Director Signature
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Date
If you do not wish to defer any of your annual retainer fee for serving on the Board of Directors, do not complete this form.