Exhibit 10.2
ELECTION TO EXTEND THE VESTING PERIOD IN
LONG-TERM INCENTIVE PLAN OP UNIT AWARD AGREEMENT
Reference is made to that certain Long-Term Incentive Plan OP Unit Award
Agreement (the "Award Agreement"), dated as of April 4, 2006, by and among
Reckson Associates Realty Corp. (the "Company"), Reckson Operating
Partnership, L.P. (the "Operating Partnership") and Xxxxx X. Xxxxxxx (the
"Grantee"). Capitalized terms used herein but not otherwise defined shall have
the meanings ascribed to such terms in the Award Agreement.
WHEREAS, pursuant to the Award Agreement, the Grantee was granted
100,000 units of a special class of partnership interest in the Operating
Partnership (the "2006 Restricted Equity Award");
WHEREAS, in accordance with Section 2(a) of the Award Agreement, the
2006 Restricted Equity Award will become vested in two equal annual
installments on December 31, 2007 and December 31, 2008, provided that the
Grantee remains in continuous employment with the Company or any of its
Affiliates until such dates and the Company has achieved, during the calendar
year completed on December 31, 2006, the performance requirement identified in
the Award Agreement (the "Performance Requirement"); provided, however, that
if the Performance Requirement is not met during the calendar year completed
on December 31, 2006, the 2006 Restricted Equity Award will become vested if
the Performance Requirement is satisfied on a cumulative and compounded basis
during the calendar year completed on December 31, 2007 or December 31, 2008
(the "Extended Performance Requirement");
WHEREAS, the Grantee, with the consent of the Company and the Operating
Partnership, wishes to extend the vesting period of the 2006 Restricted Equity
Award to provide that the 2006 Restricted Equity Award will vest over a
four-year period in lieu of a two-year period, which extension shall also
apply to the Extended Performance Requirement.
NOW, THEREFORE, the Grantee hereby elects to extend the vesting period
of the 2006 Restricted Equity Award as follows:
1. Section 2(a) of the Award Agreement is hereby replaced in its
entirety with the following:
"(a) 25.0% of the LTIP OP Units will become cumulatively vested on
December 31, 2007, December 31, 2008, December 31, 2009 and December 31,
2010 (each, an "Annual Vesting Date"); in each case provided that the
Grantee remains in continuous employment with the Company or any of its
Affiliates until such date; and provided, further, that any LTIP OP
Units which otherwise would become vested on such Annual Vesting Date
will not become so vested unless the Company has achieved, during the
calendar year completed on December 31, 2006, (i) a total return to
shareholders (including all Common Stock dividends and stock
appreciation) based on the respective Initial Base Price that either (x)
is at or above the 50th percentile of the total return to shareholders
achieved by members of the Peer Group during the same period, or (y)
subject to the provisions of Section 2(e), equals a total return of at
least 9% per annum or
(ii) a per share increase in annual Funds from Operations of 5% or more.
If the vesting performance requirement is not satisfied for the calendar
year ending December 31, 2006, the LTIP OP Units will not be forfeited
and will become vested on any subsequent Annual Vesting Date on which
the vesting performance requirement is satisfied on a cumulative and
compounded basis as measured for an extended performance period
beginning with the annual period for which the vesting performance
requirement was not satisfied through the relevant date. For purposes of
this Section, (i) the performance of the Company relative to the
performance of members of the Peer Group will be determined using the
VWAP for the last ten trading days of the Company's Common Stock and the
common stock of the members of the Peer Group at the applicable calendar
year end, and (ii) the per annum percentage performance of the Company
will be determined using the VWAP for the last ten trading days for the
period ending at the applicable calendar year end. If the vesting
performance requirement is not satisfied at December 31, 2010, subject
to Section 2(d), the LTIP OP Units will be forfeited."
2. References in Sections 2(b) and 2(c) to "December 31, 2008" shall be
deemed to refer to "December 31, 2010."
3. Except as expressly modified by the foregoing, the Award Agreement
remains in full force and effect.
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IN WITNESS WHEREOF, this Election to Extend the Vesting Period in
Long-Term Incentive Plan OP Unit Award Agreement is executed as of the 12th
day of June, 2006.
/s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
The foregoing election is hereby agreed to and accepted as of the 12th day of
June, 2006.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Executive Vice President--
Corporate Initiatives and General
Counsel
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp,
its General Partner
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Executive Vice President--
Corporate Initiatives and General
Counsel
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