AMENDMENT NO. 1 TO
REGENCY REALTY CORPORATION
1993 LONG TERM OMNIBUS PLAN
WHEREAS, Regency Realty Corporation ("Regency") has entered into an
Agreement and Plan of Merger dated September 23, 1998 (as it may be amended, the
"Merger Agreement") with Pacific Retail Trust ("PRT"), pursuant to which PRT
will be merged into Regency, and
WHEREAS, pursuant to the Merger Agreement, Regency has agreed (a) to
provide PRT officers and employees and continuing non-employee directors who
hold PRT options and become Regency officers or employees or non-employee
directors with substitute options and (b) to grant substitute options in lieu of
severance compensation to three departing PRT executives even though they will
not be employed by Regency after the merger, and
WHEREAS, in order to satisfy its obligations under the Merger
Agreement, the Board of Directors hereby amends the 1993 Long Term Omnibus Plan
(the "Plan") as set forth herein pursuant to Section 13.1 of the Plan, and
WHEREAS, capitalized terms used and not defined herein have the
meanings assigned thereto in the Plan.
(1) Section 2.10 is hereby amended and restated in its entirety as
follows (added language is underscored):
2.10 Key Employee means any officer or other key
employee of the Company or of any Affiliate who is responsible
for or contributes to the management, growth, or profitability
of the business of the Company or any Affiliate as determined
by the Committee. For purposes of the grant of substitute
options pursuant to the Agreement and Plan of Merger dated
September 23, 1998 between the Company and Pacific Retail
Trust (as it may be amended, the "Merger Agreement"), each of
Xxxxxx X. Xxxxxxx, Xxxx X. Xxxx and Xxxxxx X. Xxxxx shall be
deemed to be a Key Employee even though such person is not a
Key Employee of the Company or of any Affiliate Agreement.
(2) The introductory paragraph of Section 6.1 is hereby
amended and restated in its entirety as follows (added
language is underscored):
6.1 Grant of Option. The Committee is hereby
authorized to grant Options to Key Employee Participants as
set forth below and with such additional terms and conditions,
in either case not inconsistent with the provisions of the
Plan, as the Committee shall determine. Non-Employee Directors
shall not be eligible to be grant Options under this Article.
Notwithstanding the foregoing, Non-Employee Directors who
004.132687.1
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(a) were directors of Pacific Retail Trust immediately prior
to the effective time of the merger of Pacific Retail Trust
into the Company, (b) hold unexercised options under the
Pacific Retail Trust 1996 Share Incentive Plan, and (c) become
non-employee directors of the Company, shall be eligible to
receive substitute options pursuant to and on the terms set
forth in the Merger Agreement.
(3) Section 4.1 is hereby amended and restated in its entirety as
follows (added language is underscored):
4.1 Number of Shares Available. The maximum number of
Shares which may be issued under the Plan and as to which
Awards may be granted is 6 percent of the Shares issued and
outstanding on the Registration Date, plus 6 percent of any
Shares issued pursuant to the exercise by the underwriters of
an over-allotment option described in the Registration
Statement, increased on December 31 of each year by the sum of
(i) 6 percent of any increase in the number of Shares
outstanding for such year as a result of any subsequent public
offering of Shares, and (ii) 2 percent of the number of Shares
outstanding on such December 31 prior to the application of
this formula. In no event, however, except as subject to
adjustment as provided hereunder, shall more than the lesser
of (i) 12 percent of all Shares outstanding on December 31 of
the immediately preceding year, or (ii) 3 million Shares be
cumulatively available for issuance under the Plan. In
addition to the number of Shares available under the Plan
pursuant to the foregoing, there may be issued under the Plan
an additional 2,520,000 Shares (the number of shares
originally authorized under Pacific Retail Trust's long-term
incentive plan multiplied by 0.48). Shares available for
Awards which are not awarded in one particular year may be
awarded in subsequent years. Any and all Shares may be issued
in respect of any of the types of Awards. The Shares to be
offered under the Plan may be authorized and unissued Shares
or treasury Shares. The number of Shares covered by an Award
under the Plan, or to which such Award relates, shall be
counted on the date of grant of such Award against the number
of Shares available for granting Awards under the Plan.
(4) In the event that the Merger Agreement shall be terminated
prior to any merger, or in the event that this Amendment No. 1
shall not be approved by shareholders of the Company within
one year after the date of adoption hereof, this Amendment No.
1 shall be null and void. This Amendment No. 1 shall take
effect simultaneously with the effectiveness of the merger
contemplated by the Merger Agreement.
