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EXHIBIT 10.25
FIRST AMENDMENT
TO
RESTRICTED STOCK AGREEMENT
PAN PACIFIC RETAIL PROPERTIES, INC., a Maryland corporation (the
"Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇ ("Employee") have entered into that certain
Restricted Stock Agreement (the "Agreement") effective as of August 13, 1997. In
order to amend the Agreement in certain respects, the Company and Employee
hereby agree as follows effective as of __________________, 1998.
Subsection 1(d) is hereby added to the Agreement to read in its
entirety as follows:
(d) In the case of a "Change in Control" (as hereinafter
defined) prior to the termination of Employee's employment or
consulting relationship with the Company, then, immediately prior
to the occurrence of such Change in Control, the Shares shall
become fully vested and shall cease to be subject to forfeiture
under subsection 1(a) after such event. For purposes of this
Agreement, "Change in Control" shall mean the occurrence of any
of the following events:
(a) the individuals constituting the Board of
Directors of the Company (the "Board") as of the date of
the initial public offering of common stock of the Company
(the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that
if the election, or nomination for election by the
Company's stockholders, of any new director was approved
by a vote of at least a majority of the Incumbent Board,
such new director shall be considered a member of the
Incumbent Board;
(b) provided that the number of shares of common
stock of the Company directly held by Pan Pacific
Development (U.S.) Inc., a Delaware corporation and its
subsidiaries (other than the Company and the Company's
subsidiaries) represents 50% or less of the total
outstanding shares of common stock of the Company, an
acquisition of any voting securities of the Company (the
"Voting Securities") by any "person" (as the term "person"
is used for purposes of Section 13(d) or Section 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934
Act")) immediately after which such person has "beneficial
ownership" (within the meaning of Rule 13d-3 promulgated
under the ▇▇▇▇ ▇▇▇) of 20% or more of the combined voting
power of the Company's then outstanding Voting Securities;
or
(c) approval by the stockholders of the Company of:
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(i) a merger, consolidation, share exchange
or reorganization of the Company, unless the stock
holders of the Company, immediately before such
merger, consolidation, share exchange or
reorganization, own, directly or indirectly
immediately following such merger, consolidation,
share exchange or reorganization, at least 80% of
the combined voting power of the outstanding voting
securities of the corporation that is the successor
in such merger, consolidation, share exchange or
reorganization (the "Surviving Company") in
substantially the same proportion as their
ownership of the Voting Securities immediately
before such merger, consolidation, share exchange
or reorganization; or
(ii) a complete liquidation or dissolution
of the Company; or
(iii) an agreement for the sale or other
disposition of all or substantially all of the
assets of the Company.
Executed at Vista, California this ___ day of ________ 1998.
THE COMPANY
PAN PACIFIC RETAIL PROPERTIES, INC.
a Maryland Corporation
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
EMPLOYEE
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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