SL GREEN REALTY CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with James Mead
On October 28, 2013, SL Green Realty Corp. (the "Company") entered into an
Employment and Noncompetition Agreement with James Mead, which will supersede
his previous employment agreement with the Company as of January 1, 2014.
Under Mr. Mead's employment agreement he will continue to serve as Executive
Vice President and Chief Financial Officer of the Company. Mr. Mead's
employment agreement has a term commencing on January 1, 2014 and ending on
January 1, 2015, with no automatic renewals. The agreement provides for an
annual salary of no less than $525,000 during the term, and such discretionary
annual bonuses as the Company, in its sole discretion, may deem appropriate to
reward Mr. Mead for job performance; provided, however, Mr. Mead's bonus for
2013 shall be at least equal to his annual bonus for 2012.
Pursuant to his employment agreement, on October 28, 2013, the Company granted
Mr. Mead 7,500 shares of restricted stock subject to time-based vesting
occurring in four equal quarterly installments at the end of each fiscal quarter
during 2014, subject to continued employment through such dates.
The employment agreement also provides that either the Company or Mr. Mead may,
on or after March 31, 2013, terminate Mr. Mead's employment upon at least 90
days' prior written notice. In the event of such a termination or a termination
upon the expiration of the term, Mr. Mead will receive a cash severance payment
of $550,000 and will remain eligible to receive his discretionary annual bonus
for 2014, which will be prorated based on the portion of the year that Mr. Mead
was employed by the Company. In the event that such termination is by the
Company on any date other than the end of a calendar quarter, Mr. Mead will
receive accelerated vesting of the portion of the 7,500 shares of restricted
stock awarded in connection with his employment agreement that would have vested
had Mr. Mead remained employed by the Company through the end of the calendar
quarter in which the termination occurred. All other equity awards between the
Company and Mr. Mead, including awards pursuant to the Company's 2010 Notional
Unit Long-Term Compensation Plan and 2011 Long-Term Outperformance Plan, shall
be governed by their terms as in effect from time to time. Mr. Mead's receipt of
these payments and benefits in connection with a termination is subject to his
execution of a general release of claims with the Company.
The cash severance payments to be made under the agreement are to be made as
lump sum payments 30 days after termination. However, to the extent necessary
to avoid the imposition of an additional tax under Section 409A of the Internal
Revenue Code, severance pay and benefits be delayed until six months after
termination, during which time the payments will accrue interest at the rate of
5% per annum.
If any payments and benefits to be paid or provided to Mr. Mead, whether under
his employment agreement or otherwise, would be subject to "golden parachute"
excise taxes under the Internal Revenue Code, Mr. Mead's payments and benefits
under his employment agreement will be reduced to the extent necessary to avoid
such excise taxes, but only if such a reduction of pay or benefits would result
in a greater after-tax benefit to Mr. Mead.
Under his employment agreement, Mr. Mead will be subject to certain
noncompetition obligations while he is employed by the Company and
nonsolicitation and nondisparagement obligations while he is employed by the
Company and for specified periods thereafter, as more particularly provided for
in the agreement.
The discussion above is qualified in its entirety by reference to the copy of
the employment agreement by and between the Company and Mr. Mead, which is being
filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
Number Description of Exhibits
10.1 Employment and Noncompetition Agreement, dated as of October 28, 2013,
by and between SL Green Realty Corp. and James Mead.
[ Back To Technology News's Homepage ]