Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of
earliest event reported): September 14, 2010
ONE
LIBERTY PROPERTIES, INC.
(Exact
name of Registrant as specified in charter)
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Maryland
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001-09279
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13-3147497
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(State
or other jurisdiction
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(Commission
file No.)
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(IRS
Employer
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of
incorporation)
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I.D.
No.)
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60 Cutter Mill Road, Suite
303, Great Neck, New York 11021
(Address
of principal executive offices) (Zip
code)
516-466-3100
Registrant's
telephone number, including area code
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
September 14, 2010, the Board of Directors of One Liberty Properties, Inc. (the
“Company”) approved a Pay-For-Performance Program (the “Program”) pursuant to
the Company’s 2009 Incentive Plan(the “Plan”) and made awards of restricted
stock units (the “Units”) to ten of the Company’s officers, including all of its
named executive officers. The Board awarded an aggregate of 200,000
Units. Each Unit relates to one share of the Company’s common stock,
par value $1.00 per share. The purpose of the Program is to further
align the interests of senior management with those of the Company’s
stockholders by instituting a long-term “pay-for-performance” structure that
encourages the creation of stockholder value. The following summary
of the Program is qualified in its entirety by reference to the form of
Performance Awards Agreement, a copy of which is filed as an exhibit
hereto.
Performance
Cycle
The Units
have a performance cycle of seven years, commencing as of July 1, 2010 and
terminating on June 30, 2017. During such seven year period, no
dividends shall be paid on the Units and Units shall not provide the holder with
any voting rights.
In the
event that the performance criteria described below are satisfied in full at
June 30, 2017, the completion of the seven year period, each Unit shall vest and
one share of the Company’s common stock will be issued for each
Unit. In the event that at June 30, 2017, less than the maximum
performance criteria described below are satisfied, but in excess of the minimum
criteria, a pro-rata portion of the Units will vest and one share of the
Company’s common stock will be issued for each Unit that vests. In
the event that the performance criteria described below are not satisfied in
whole or in part at June 30, 2017, the Units will,with specified exceptions,be
forfeited and no shares of the Company’s common stock will be
issued.
If any
awardee, prior to June 30, 2017, (i) retires (as such term is defined in the
Plan), (ii) dies or (iii) becomes disabled (as such term is defined in the Plan)
then if:
(a) the
performance criteria described below are satisfied in full at June 30, 2017,
such awardee, his estate, guardian, or personal representative, as the case may
be, shall be entitled to receive such awardee’s pro rata share of the Company’s
common stock to be issued;
(b) less
than the maximum performance criteria described below are satisfied, but in
excess of the minimum criteria, at June 30, 2017, such awardee, his estate,
guardian or personal representative, as the case may be, shall be entitled to
receive such awardee’s pro rata share of the Company’s common stock to be
issued; and
(c) the
minimum performance criteria described below is not satisfied, at June 30, 2017,
such awardee’s Units shall be forfeited and no shares of the Company’s common
stock will be issued.
As used
in subsections (a), (b) and (c), “pro-rata” is determined based upon the time
period commencing on July 1, 2010 through the date of the awardee’s retirement,
death or disability, as the case may be.
In the
event a “change of control” (as such term is defined in the Plan) occurs (i)
after June 30, 2015, all awarded Units shall automatically vest and the
underlying shares of the Company’s common stock will be issued and (ii) before
June 30, 2015, a pro-rata number of the awarded Units (pro rata to be determined
based upon the time period commencing July 1, 2010 through the date of the
change of control)shall automatically vest and the underlying shares of the
Company’s common stock shall be issued.
Performance
Criteria
The
number of Units that vest, if any, will be determined by the Compensation
Committee as soon as practicable after the completion of the seven year
performance cycle using the following criteria:
Return on
Capital: One-half of the awarded Units, or an aggregate of
100,000 Units, are subject to a return on capital metric averaged for the period
from July 1, 2010 – June 30, 2017. In order for all of these Units to
vest and the underlying 100,000 shares of the Company’s common stock be issued
with respect to Units which vest, the average annualized return on capital for
the seven year period must be at least 10%. In order for a portion of
these Units to vest and underlying shares of the Company’s common stock be
issued with respect to the Units which vest, the average annualized return on
capital for the period must exceed 8%. If the average annualized
return exceeds 8%, but is less than 10% for the seven year period, then a pro
rata number of Units shall vest and the underlying shares of the Company’s
common stock with respect to the Units which vest will be
issued. Return on capital is based upon AFFO. AFFO is
defined as funds from operations (FFO) determined in accordance with the
National Association of Real Estate Investment Trusts definition, adjusted for
straight-line rent accruals and amortization of lease
intangibles. Capital is defined as stockholders’ equity, plus
depreciation and amortization, adjusted for intangibles.
Total Stockholder
Return: One-half of the awarded Units, or an aggregate of
100,000 Units, are subject to the Company’s total stockholder return averaged
for the period from July 1, 2010 – June 30, 2017. Each year
commencing on July 1st through
the following June 30th, total
stockholder return for such year shall be calculated using the following
formula: the closing price per share on the NYSE of the Company’s common stock
at the end of the measuring period minus the closing price per share on the NYSE
of the Company’s Common Stock at the start of the measuring period plus all
dividends paid during the measuring period divided by the closing price per
share on the NYSE of the Company’s Common Stock at the start of the measuring
period shall equal total stockholders return for the measuring
period. Once total stockholders return has been calculated for all of
the seven years in the performance cycle, an average of such seven year total
stockholders return shall be calculated. In order for all of these
Units to vest and the underlying shares of the Company’s common stock be issued,
the average annualized total stockholders return for the seven year period must
be 13%, and for a portion of the Units to vest and the underlying shares of the
Company’s common stock be issued, the average annualized total stockholder
returns for the seven year period must exceed 10.25%. If the average
annualized total stockholder return exceeds 10.25%, but is less than 13% for the
seven year period, then a pro rata number of Units shall vest and the requisite
number of underlying shares of the Company’s common stock shall be
issued.
Holding
Period
No more
than one-half of the shares of the Company’s common stock issued to a
Participant pursuant to the Program may be sold within three years of receipt
thereof (i.e., prior to June 30, 2020). This holding requirement
shall lapse upon a change of control and shall not apply to any Participant who
(i) retires from the Company, (ii) dies or (iii) becomes disabled.
Claw-back
Provision
In the
event that the Company has or is required to file a Current Report on Form 8-K
with respect to a restatement of its financial statements prior to or on the
third anniversary of the vesting date and as a result of such restatement, the
performance criteria set forth above would not have been satisfied, then the
shares of common stock issued which should not have been issued, shall be
redeemed by the Company and the Participant, or his guardian, representative,
estate or beneficiary shall immediately deliver the applicable certificate or
certificates representing such shares to the Company and execute all necessary
documents to transfer such shares back to the Company.
Units Awarded to Named
Executive Officers
The
Company’s Board of Directors approved the following awards to our named
executive officers under the Program:
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Name and
Title
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Units
Awarded
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Patrick
J. Callan, Jr.
President
and Chief Executive Officer
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50,000
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Lawrence
G. Ricketts, Jr.
Executive
Vice President and Chief Operating Officer
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40,000
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Fredric
H. Gould
Chairman
of the Board
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14,286
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David
W. Kalish
Senior
Vice President and Chief Financial Officer
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14,285
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Mark
H. Lundy
Senior
Vice President and Secretary
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14,286
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The grant
date fair value of the Units awarded, which will be amortized over seven years,
has not been finalized, but is estimated to range between $6.50 and $9.00 per
Unit.
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Item
9.01
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Financial
Statements and Exhibits.
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10.1
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Form
of Performance Awards Agreement.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ONE
LIBERTY PROPERTIES, INC.
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Date: September
15, 2010
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By:
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/s/
Simeon Brinberg |
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Simeon
Brinberg,
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Senior
Vice President
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