As filed with the Securities and Exchange Commission on June 17, 2015

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

  FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

QTS REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

Maryland   46-2809094
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification Number)
     
12851 Foster Street
Overland Park, Kansas
  66213
(Address of principal executive offices)   (Zip code)

 

 

QTS Realty Trust, Inc. Employee Stock Purchase Plan

(Full title of the plan)

 

Shirley E. Goza
General Counsel
12851 Foster Street

Overland Park, Kansas 66213
(Name and address of agent for service)

 

(913) 312-5503

(Telephone number, including area code, of agent for service)

 

Copy to:

David W. Bonser

Matt N. Thomson

Hogan Lovells US LLP

555 Thirteenth Street, N.W.

Washington, D.C. 20004

(202) 637-5600

 

 

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

             
Large accelerated filer   ¨   Accelerated filer   x
       
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)   Smaller reporting company   ¨

 

 

 

CALCULATION OF REGISTRATION FEE

                 
Title of securities to be registered  

Amount

to be

registered (1)

 

Proposed maximum

offering price

per share (2)  

  Proposed maximum
aggregate offering
price
 

 

Amount of
registration

Fee (3)  

Class A Common Stock, $0.01 par value per share   250,000 shares   $37.67   $9,417,500   $1,095
 

 

(1) Represents the aggregate number of shares of the registrant’s Class A common stock, $0.01 par value per share (“Class A common stock”), that may be acquired in the open market for the accounts of participants in the QTS Realty Trust, Inc. Employee Stock Purchase Plan (the “Plan”).  Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an additional indeterminate amount of shares that may become issuable under the Plan by reason of certain corporate transactions or events, including any share dividend, share split, recapitalization or any other similar adjustment of the registrant’s outstanding shares of Class A common stock.
 (2) Represents the average of the high and the low prices per share of Class A common stock of the Company as reported on the New York Stock Exchange on June 15, 2015.
 (3) Computed in accordance with Rule 457(c) and (h) under the Securities Act.

 

 
 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The documents containing the information specified in Part I will be sent or given to the persons participating in the Plan, as specified by Rule 428(b)(1) promulgated under the Securities Act.  In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.  These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

         The following documents filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference in this Registration Statement:

 

(1) Our Annual Report on Form 10-K for the year ended December 31, 2014;
   
(2) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015;
   
(3) Our Current Reports on Form 8-K or Form 8-K/A, filed with the Commission on March 2, 2015, May 6, 2015, May 12, 2015, June 1, 2015, June 2, 2015, June 5, 2015 and June 5, 2015;
   
(4) The portions of our Definitive Proxy Statement on Schedule 14A filed with the Commission on March 19, 2015 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2014);
   
(5) The description of our Class A common stock contained in our Registration Statement on Form 8-A, filed with the Commission on October 1, 2013, pursuant to Section 12 of the Exchange Act, and all amendments or reports filed for the purpose of updating such description.

 

  In addition, all documents and reports subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

 
 

 

Item 6. Indemnification of Trustees and Officers.

 

The Maryland General Corporation Law (the “MGCL”) permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision that eliminates such liability to the maximum extent permitted by Maryland law.

 

The MGCL requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

· the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;
· the director or officer actually received an improper personal benefit in money, property or services; or
· in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

 

However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or if the director or officer was adjudged liable on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.

 

In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:

· a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and
· a written undertaking by the director or on the director’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director did not meet the standard of conduct.

 

Our charter and bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

· any present or former director or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or
· any individual who, while serving as a director or officer of our company and at our request, serves or has served another corporation, REIT, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, REIT, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

 

Our charter and bylaws also permit us, with the approval of our board of directors, to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of our company or a predecessor of our company. With respect to our directors, we will be the indemnitor of first resort to the extent that any directors simultaneously are entitled to indemnification from GA QTS Interholdco, LLC with respect to any of the same matters for which we are obligated to provide indemnification pursuant to our charter and bylaws.

 

We have entered into indemnification agreements with each of our directors and executive officers that provide for indemnification to the maximum extent permitted by Maryland law.

 

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the Commission, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

 
 

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit
No.
  Description
4.1   Form of Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A filed on September 26, 2013).
     
23.1   Consent of Ernst & Young LLP.
     
24.1   Power of Attorney (included on signature page hereto).
     
99.1   QTS Realty Trust, Inc. Employee Stock Purchase Plan.
     

 

Item 9. Undertakings.

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
   
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
   
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

 
 

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than for the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Overland Park, Kansas on June 17, 2015.

 

     
  QTS REALTY TRUST, INC.
     
  By:

/s/    Chad L. Williams        

 
   

Chad L. Williams

Chairman and Chief Executive Officer

(Principal Executive Officer)

 

 

 
 

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints William H. Schafer and Shirley E. Goza, and each of them, as his attorney-in-fact and agent, with full power of substitution and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with exhibits and other documents related thereto with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

             
       
Date: June 17, 2015       By:   /s/    Chad L. Williams        
           

Chad L. Williams

Chairman and Chief Executive Officer

(Principal Executive Officer)

 

       
Date: June 17, 2015       By:   /s/    William H. Schafer        
           

William H. Schafer

(Principal Financial Officer and Principal Accounting Officer)

 

       
Date: June 17, 2015       By:   /s/    John W. Barter        
           

John W. Barter

(Director)

 

       
Date: June 17, 2015       By:   /s/    William O. Grabe        
           

William O. Grabe

(Director)

 

       
Date: June 17, 2015       By:   /s/    Catherine R. Kinney        
           

Catherine R. Kinney

(Director)

 

       
Date: June 17, 2015       By:   /s/    Peter A. Marino        
           

Peter A. Marino

(Director)

 

             
       
Date: June 17, 2015       By:   /s/    Scott D. Miller        
           

Scott D. Miller

(Director)

 

 

             
       
Date: June 17, 2015       By:   /s/    Philip P. Trahanas        
           

Philip P. Trahanas

(Director)

 

 

             
       
Date: June 17, 2015       By:   /s/    Stephen E. Westhead        
           

Stephen E. Westhead

(Director)

 

 

 
 

  

EXHIBIT INDEX

 

Exhibit
No.
  Description
4.1   Form of Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A filed on September 26, 2013).
     
23.1   Consent of Ernst & Young LLP.
     
24.1   Power of Attorney (included on signature page hereto).
     
99.1   QTS Realty Trust, Inc. Employee Stock Purchase Plan.
     

 

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Employee Stock Purchase Plan of QTS Realty Trust, Inc. of our report dated February 23, 2015, with respect to the consolidated financial statements and schedules of QTS Realty Trust, Inc. and QualityTech, LP included in their Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

 

Ernst & Young LLP

 

Kansas City, MO

 

June 12, 2015

 

 

 

 

Exhibit 99.1

 

QTS Realty Trust, Inc.

 

EMPLOYEE STOCK PURCHASE PLAN

 

 

The purpose of the QTS Realty Trust, Inc. (“QTS” or the “Company”) Employee Stock Purchase Plan ("Plan") is to provide eligible employees of QTS the opportunity to purchase shares of the Company's Class A common stock, $0.01 par value ("Common Stock"). The Plan is designed to facilitate the accumulation of Common Stock by QTS employees thereby aligning the economic interests of QTS employees with the economic interests of QTS shareholders. The Plan is effective July 1, 2015.

 

1. Administration . The Plan will be administered by the Company's Board of Directors (the “Board”) or by a committee of one or more persons appointed by the Board (the "Administrator"). The Administrator has the discretionary authority to interpret the Plan and to adopt and implement rules and regulations for the administration of the Plan, and its interpretation and decisions with regard thereto shall be final and conclusive. The Administrator may delegate its duties and authority under the Plan.

 

2. Eligibility . All employees of the Company and its majority-owned subsidiaries (each a “Designated Subsidiary”) who have been employed for at least thirty (30) days and who perform at least thirty (30) hours of service per week for the Company or a Designated Subsidiary are eligible to participate in the Plan, provided that they are employees of the Company or a Designated Subsidiary on the first day of the applicable Purchase Period (as defined below) and that they are not required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934.

 

3. Purchase Periods . A Purchase Period under the Plan will begin on the first day of a calendar month (July 1, for the first Purchase Period) and end on the last day of the calendar month. During each Purchase Period, payroll deductions will be made on behalf of participating employees from paychecks paid during the Purchase Period. Such payroll deductions will be held for the purchase of Common Stock at the end of the Purchase Period. The Administrator may, at any time and at its discretion, establish a different Purchase Period.

 

4. Participation . An eligible employee may elect to participate in the Plan by completing and submitting an enrollment form to the Administrator no later than fourteen (14) days prior to the end of any calendar quarter. The enrollment form will authorize the after-tax payroll deduction from each paycheck received by the employee during a Purchase Period, beginning in the Purchase Period following the end of the calendar quarter in which the enrollment form was submitted to the Administrator. An eligible employee may change (increase or decrease) his or her payroll deduction election for a Purchase Period by completing and submitting a new enrollment form to the Administrator no later than fourteen (14) days prior to the end of any calendar quarter, in which case such employee’s payroll deduction will be increased or decreased accordingly, effective on the first paydate in the Purchase Period following the end of the calendar quarter in which such new enrollment form was submitted to the Administrator, or as soon as is administratively practicable.

 

 
 

 

Unless an employee files a new enrollment form or withdraws from the Plan, his or her payroll deductions and purchases of Common Stock will continue at the same rate for future Purchase Periods under the Plan as long as the Plan remains in effect.

 

5. Payroll Deductions . The Administrator or the Company will maintain payroll deduction bookkeeping accounts for all participating employees. An eligible employee may authorize a payroll deduction in whole dollar amounts (and in such increments as the Administrator may determine), subject to such a minimum of $40 per month and a maximum of $2,000 per month.

 

6. No Interest . Interest will not be paid on any employee payroll deduction accounts under the Plan.

 

7. Terminating Participation and Withdrawal of Funds . A participating employee may at any time until the close of business on the fourteenth (14 th ) day prior to the last day in any calendar quarter, and for any reason, terminate his or her participation in the Plan, in which case no further payroll deductions will be made with respect to such employee, effective on the first paydate in the Purchase Period following the end of the calendar quarter in which such employee terminated his or her participation in the Plan. Funds remaining in an employee’s payroll deduction account after an employee terminates his or her participation in the Plan will not be refunded to the employee but instead will be used to purchase Common Stock on behalf of such employee pursuant to the terms of the Plan. An employee terminating participation in the Plan may not begin participation again during the end of the calendar quarter following the calendar quarter in which the employee terminated his or her participation in the Plan. The employee may participate in any subsequent Purchase Period in accordance with the Plan and any terms and conditions as the Board or the Administrator may establish.

 

8. Purchase of Shares . On the last business day of each Purchase Period (the "Purchase Date") the amount of each Plan participant's payroll deductions for the Purchase Period will be used to purchase the maximum number of full and fractional shares (to three decimal places) of Common Stock that such payroll deductions will purchase. The Company will engage an independent broker, selected by the Board or the Administrator in its discretion, to purchase on the open market, using its best efforts, the greatest number of shares of Common Stock that the payroll deductions of all participants during the Purchase Period will purchase. The designated broker may use up to five days during which shares of Common Stock are trading to complete the purchase. Each participant will be deemed to have purchased shares at the average price paid by the broker for all shares purchased under the Plan during that Purchase Period. The Company will pay the cost of the broker's commission and fees on the purchase of the shares.

 

9. Transfer of Shares . Each participant in the Plan shall be required to open an account with the designated broker for the Plan as a condition of participation in the Plan. Once the shares have been credited to an employee's account with the designated broker, the employee is free to transfer or sell the shares at any time, subject to any restrictions imposed by law or the QTS Realty Trust, Inc. Policy on Inside Information and Insider Trading (the "Trading Policy"). The Board or Administrator may, at any time and at its discretion, choose a different broker or direct the book entry registration of shares.

 

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10. Termination of Employment . In the event of a participating employee's termination of employment on or before the tenth (10 th ) business day prior to a Purchase Date, no additional payroll deductions will be taken from any pay due to such employee, and the balance in such employee's payroll deduction account will be paid to the employee or, in the event of the employee's death, to the employee's estate. In the event of a participating employee’s termination of employment after the tenth (10 th ) business day prior to a Purchase Date, a purchase of shares will occur in accordance with the terms of the Plan. For purposes of the Plan, a participating employee's termination of employment or death will not be deemed to have occurred prior to the date the Administrator is provided written notice of such termination of employment or death. If, prior to the last day of the Purchase Period, the Designated Subsidiary by which an employee is employed ceases to be a Designated Subsidiary, or if the employee is transferred to a subsidiary of the Company that is not a Designated Subsidiary, the employee will be deemed to have terminated employment for the purposes of this Plan.

 

11. Participants Not Stockholders . No employee electing to participate in the Plan will be considered a stockholder of the Company with respect to his or her payroll deductions during any Purchase Period until shares of Common Stock have been purchased and credited to his or her account.

 

12. Rights Not Transferable . Rights under the Plan are not transferable by a participating employee.

 

13. Amendment of the Plan . The Board or its designated Administrator may at any time, and from time to time, amend the Plan in any respect.

 

14. Termination of the Plan . The Board may terminate the Plan at any time. Upon termination of the Plan, all amounts credited to the payroll deduction accounts of participating employees will be promptly refunded.

 

15. Governing Law . The Plan shall be governed by and construed in accordance with Maryland law, except to the extent that such law is preempted by federal law.

 

16. Withholding . Each participating employee must make provision satisfactory to the Administrator for payment of any taxes required by law to be withheld in connection with any transaction under the Plan. The Company may, to the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee.

 

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17. Special Rules for Certain Employees .

 

(a) The special rules in this Section 17 apply with respect to participation in the Plan by employees who are "Restricted Persons," as defined in the Trading Policy. The provisions of this section are intended to make a Restricted Person's enrollment election under the Plan constitute a trading plan that satisfies the requirements for a Rule 10b5-1 plan under the Securities Exchange Act of 1934, as amended, with respect to such Restricted Person. The Administrator may provide for such additional rules and conditions as it may determine to permit a Restricted Person's enrollment election to satisfy the requirements of Rule 10b5-1. To the extent the provisions of this section are inconsistent with the preceding provisions of the Plan, the provisions of this section will govern with respect to Restricted Persons.

 

(b) A Restricted Person may elect to participate in the Plan only during a period that is not in a "black-out period" or a “special blackout period” (as described in the Trading Policy) and during which trading in Common Stock by the Restricted Person is permitted under the Trading Policy. Such Restricted Person's enrollment under the Plan will become effective for the first paydate in the Purchase Period following the date the completed enrollment form is received by the Administrator, or for such later paydate as may be administratively practicable in such Purchase Period.

 

(c) A Restricted Person may not change (increase or decrease) his or her enrollment election except in the fourth window period following the window period in which the Restricted Person's most recent enrollment election was made. If the Restricted Person does not change (increase or decrease) his or her enrollment election at that time, he or she will nevertheless be deemed to have made a new enrollment election during such following window period for purposes of the preceding sentence. Any change in the Restricted Person's enrollment election permitted by this paragraph will become effective for the first paydate in the Purchase Period following the date the Restricted Person's completed enrollment form is received by the Administrator as is administratively feasible.

 

(d) Notwithstanding the foregoing paragraph (c) of this section, a Restricted Person may at any time until the close of business on the third business day prior to the last day in a Purchase Period and for any reason terminate his or her participation in the Plan and withdraw the balance accumulated in such Restricted Person's payroll deduction account. A Restricted Person who terminates participation in the Plan may again commence participation in the Plan no earlier than the second window period following the date the Restricted Person terminates participation in the Plan.

 

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