EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of this 11th day of July, 1996, by and between
REGENCY REALTY CORPORATION, a Florida corporation (the "Company") and
________________ ("Employee").
In consideration of Employee's agreement to continue as an executive
officer of the Company, Employee and the Company agree as follows:
1. Definitions. The following definitions shall apply:
(a) "Cause" means:
(i) The willful and substantial failure or refusal of
Employee to perform duties assigned to Employee (unless Employee
shall be ill or disabled) under circumstances where Employee
would not have Good Reason to terminate Employee's employment
hereunder, which failure or refusal is not remedied by Employee
within thirty (30) days after written notice from the Chief
Executive Officer of the Company or the Board of Directors of
such failure or refusal;
(ii) A material breach of Employee's fiduciary duties to
the Company (such as obtaining secret profits from the Company)
or a violation by Employee in the course of performing Employee's
duties to the Company of any law, rule or regulation (other than
traffic violations or other minor offenses) where such violation
has resulted or is likely to result in material harm to the
Company, and in either case where such breach or violation
constituted an act or omission performed or made willfully, in
bad faith and without a reasonable belief that such act or
omission was within the scope of Employee's employment hereunder;
or
(iii) Employee's engaging in illegal conduct (other than
traffic violations or other minor offenses) which results in a
conviction (or a no contest or nolo contendere plea thereto)
which is not subject to further appeal and which is materially
injurious to the business or public image of the Company.
(b) "Change of Control" means:
(i) One-third or more of the members of the Board of
Directors of the Company are not Continuing Directors (a
"Continuing Director" means any member of the Board of Directors
of the Company (1) who was a member of such Board on December 31,
1995, and any successor of a Continuing Director who is
recommended to succeed a Continuing Director by at least a
majority of the Continuing Directors then on such Board; (2) any
individual who becomes a director subsequent to December 31,
1995, whose election or nomination for
election by the Company's shareholders was approved by a vote of
at least a majority of the directors then comprising the
Continuing Directors; and (3) any individual who becomes a
director in connection with the transactions contemplated by the
Stock Purchase Agreement dated as of June 11, 1996 by and
among Security Capital Holdings S.A. and Security Capital U.S.
Realty (collectively, the "Security Capital Entities") and the
Company);
(ii) Any individual, firm, partnership, corporation or
other entity, including any successor (by merger or otherwise) of
such entity, or a group of any of the foregoing acting in concert
(a "Person") (other than any employee benefit plan maintained by
the Company or any entity controlled by the Company or any entity
holding securities of the Company for or pursuant to the terms of
any such plan or any trustee, administrator or fiduciary of such
a plan) becomes the Beneficial Owner of securities of the Company
representing at least 30 percent of the combined voting power of
the Company's then outstanding securities except (1) any
acquisition by the Investor (as defined in the Stockholders
Agreement dated July 10, 1996, among the Security Capital
Entities and the Company) and their respective affiliates
(including any bona fide pledge of securities of the Company by
such Investor or its affiliates to secure bona fide indebtedness
of such Person) which is not in violation of such Stockholders
Agreement; (2) any acquisition directly from the Company; (3) any
acquisition by the Company; (4) transfers between and among the
Security Capital Entities and their respective affiliates; or (5)
any transaction or series of related transactions directly with
the Company which have been authorized by a majority of the
Continuing Directors then serving on the Company's Board of
Directors (a Person shall be deemed to be the "Beneficial Owner"
of any securities (a) which such Person or any of such Person's
"Affiliates" and "Associates," as such terms are defined in Rule
12b-2 of the General Rules and Regulations of the Securities
Exchange Act of 1934 (the "Exchange Act"), has the right to
acquire (whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement, arrangement
or understanding, or upon the exercise of conversion rights,
exchange rights, rights, warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, securities tendered
pursuant to a tender or exchange offer made by or on behalf of
such Person or any of such Person's Affiliates or Associates
until such tendered securities are accepted for purchase; or (b)
which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to vote or
dispose of or has "beneficial ownership" of (as determined
pursuant to Rule 13d-3 of the General Rules and Regulations under
the Exchange Act or any successor provision), including pursuant
to any agreement, arrangement or understanding; provided,
however, that a Person shall not be deemed the Beneficial Owner
of, or to beneficially own, any security under this subsentence
(b) as a result of an agreement, arrangement or understanding to
vote such security if the agreement, arrangement or
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understanding arises solely from a revocable proxy or consent
given to such Person in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the
applicable rules and regulations under the Exchange Act and is
not also then reportable on a Schedule 13D under the Exchange Act
(or any comparable or successor report); (c) which are
beneficially owned, directly or indirectly, by any other Person
with which such Person or any of such Person's Affiliates or
Associates has any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in subsentence (b) above) or
disposing of any voting securities of the Company);
(iii) There shall be consummated (A) any reorganization,
consolidation or merger (a "Business Combination") of the Company
in which the Company is not the continuing or surviving
corporation or pursuant to which the Company's common stock would
be converted into cash, securities or other property, other than
a Business Combination in which the holders of the Company's
voting common stock immediately prior to such Business
Combination Beneficially Own, directly or indirectly, more than
70% of the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of
directors of the corporation resulting from such initial Business
Combination in substantially the same proportions as their
ownership, immediately prior to such Business Combination, of the
outstanding Company voting stock, or (B) except as provided in
clause (A), any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company;
(iv) The Company acquires, whether through purchase,
merger or otherwise, all or substantially all of the operating
assets or capital stock of another entity and in connection with
such acquisition persons are elected or appointed to the Board of
Directors of the Company who are not directors immediately prior
to the acquisition and such persons constitute at least fifty
percent (50%) of the Board of Directors after such acquisition;
(v) The shareholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company; or
(vi) The "Standstill Period" (as defined in Section 5.1 of
the Stockholders Agreement dated July 10, 1996 among the Security
Capital Entities and the Company) shall terminate and thereafter
the Investor (as defined in the Stockholders Agreement), directly
or indirectly through any of the Investor's Affiliates, shall
either (A) take the action described in Section 5.2(iii) of the
Stockholders Agreement or (B) other than as permitted by Article
2 of the Stockholders Agreement obtain representation on the
Board of Directors of the
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Company or obtain a change in the composition or size of the
Board of Directors of the Company.
(c) "Good Reason" means (i) a diminution or change, without
Employee's consent, in the nature of Employee's authority, duties or
responsibilities to a level materially inconsistent with Employee's position
with the Company at the time of the Change in Control, or (ii) a material
diminution, following a Change of Control, in Employee's base compensation or
the formula for Employee's incentive compensation, without Employee's consent,
or (iii) a material diminution, without Employee's consent, in the nature of
Employee's working conditions, or (iv) Employee shall be required to perform
duties which would necessitate relocating Employee's residence beyond a
reasonable commuting distance from downtown Jacksonville, Florida; provided,
however, that Employee shall give the Company written notice of any facts
Employee reasonably believes constitute Good Reason and the Company shall have
thirty (30) days to cure such Good Reason, if susceptible of cure.
2. Change of Control. In the event that the Company terminates
Employee's employment without Cause or Employee terminates Employee's employment
for Good Reason, in each case within three (3) years following a Change of
Control:
(a) Employee shall be entitled to receive a lump sum within
fifteen (15) days after the date of termination equal to the sum of (i)
Employee's base compensation in effect on the date of termination or, if
greater, immediately prior to the Change of Control, payable for _______________
months (the "Termination Payment Period"), (ii) an amount in cash equal to
Employee's prior year's annual bonus, if any ("Prior Bonus") paid pursuant to
the Company's Annual Incentive for Management Plan or any successor plan
("AIM"), or if greater, Employee's annual AIM bonus for the fiscal year ending
immediately prior to the Change of Control times a fraction, the numerator if
which is the number of months comprising the Termination Payment Period and the
denominator of which is twelve (12), and (iii) an amount equal to the marginal
cost to the Company of all fringe benefits and other employee benefits for the
Termination Payment Period (other than vacations, stock options and profit
sharing contributions but including the life insurance referred to in Section )
that Employee was receiving on the date of termination or immediately prior to
the Change of Control, if greater.
3. Compensation Upon Termination. Employee shall not be required to
mitigate the amount of any compensation or other amounts payable to Employee
hereunder pursuant to Section ("Change of Control") following the early
termination of Employee's employment, by securing other employment or otherwise,
nor will such compensation be reduced by reason of Employee securing other
employment or for any other reason; provided, however, that if any portion of
such compensation (or other amounts when added to all other amounts payable or
distributable to Employee pursuant to the terms of this Agreement or otherwise)
would constitute an "excess parachute payment" under Section 280G of the
Internal Revenue Code of 1986, as amended (or any successor provision), the
amount of such compensation shall be reduced until it is one dollar less than
what would constitute an excess parachute payment.
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4. Life Insurance. In the event that Employee's employment is terminated
for any reason, whether before or after a Change of Control, Employee shall be
entitled to assume paying the premiums on any term life insurance policy
obtained by the Company during the term of this Agreement as a fringe benefit
for Employee, provided that the terms of such insurance permit Employee to do
so. The Company shall be required to continue paying the premiums on any such
life insurance policy following a Change of Control so long as Employee remains
employed by the Company until the term of such policy shall have expired.
5. Confidentiality. The provisions of this Section shall survive the
termination of this Agreement. The parties agree that any breach of this Section
will result in irreparable harm to the non-breaching party which cannot be fully
compensated by monetary damages and accordingly, in the event of any breach or
threatened breach of this Section , the non-breaching party shall be entitled to
injunctive relief.
(a) Employee will not use or disclose any confidential
information of the Company or any of its affiliates, including without
limitation the Company's know-how and trade secrets and the know-how and trade
secrets of the Company's Predecessor, without the Company's prior written
consent, except in furtherance of the Company's business or except as may be
required by law. "Predecessor" means The Regency Group, Inc. Additionally, and
without limiting the foregoing, Employee agrees not to participate in or
facilitate the dissemination to the media or any other third party (i) of any
confidential information concerning the Company or its Predecessor, any of their
respective affiliates or any employee of the Company, its Predecessor or any of
their respective affiliates, or (ii) of information concerning Employee's
experiences as an employee of the Company or its Predecessor, without the
Company's prior written consent except as may be required by law.
(b) The Company agrees not to disclose to any third party any
information concerning the terms of Employee's employment or Employee's
work-related performance or, in the event that Employee ceases to be employed
hereunder, the reasons or basis for Employee's termination of employment,
without Employee's prior written consent or except as may be required by law.
6. Withholding. All payments to Employee hereunder shall be net of all
amounts required to be withheld under applicable state or federal income tax
law.
7. Miscellaneous. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida (exclusive of conflict of law
principles). In the event that any provision of this Agreement shall be invalid,
illegal or unenforceable, the remainder shall not be affected thereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
REGENCY REALTY CORPORATION
By:
Its:
