ri8k_employmentagreement.htm
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: January 5,
2010
REALTY
INCOME CORPORATION
(Exact
name of registrant as specified in its charter)
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Maryland
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1-13374
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33-0580106
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(State
or Other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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600
La Terraza Boulevard, Escondido, California 92025-3873
(Address
of principal executive offices)
(760) 741-2111
(Registrant's
telephone number, including area code)
N/A
(former
name or former address, if changed since last report)
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
On
January 5, 2010, Realty Income Corporation (the “Company”) entered into amended
and restated employment agreements with each of Messrs. Thomas A. Lewis (Vice
Chairman of the Board of Directors and Chief Executive Officer), Gary M. Malino
(President and Chief Operating Officer), Paul M. Meurer (Executive Vice
President, Chief Financial Officer and Treasurer), Michael R. Pfeiffer
(Executive Vice President, General Counsel and Secretary) and Richard G. Collins
(Executive Vice President, Portfolio Management). The amended and
restated employment agreements supersede and replace the current employment
agreements between the executives and the Company that were entered into in
October 2008.
The
employment agreements provide for an indefinite term of employment that will
continue until the executive’s employment is terminated by either party in
accordance with the terms of the agreement. Messrs. Lewis, Malino,
Meurer, Pfeiffer and Collins will receive annual base salaries of no less than
$550,000, $400,000, $325,000, $300,000 and $220,000, respectively, under each of
their employment agreements. Any annual bonus payable to the
executive during the term of the employment agreement will be solely at the
discretion of the Company and will be subject to and conditioned upon the
executive’s employment with the Company through the date of payment of such
bonus. The employment agreements also generally provide for the
executive’s participation in the Company’s 2003 Incentive Award Plan and
eligibility to participate in any group medical insurance plan, qualified
pension or profit sharing plan or any other employee benefit plan maintained by
the Company and applicable to all other employees, including vacation
policies.
Consistent
with the prior employment agreements, if the executive’s employment with the
Company is terminated by the Company without “cause” or by reason of a
“constructive termination” (each as defined in the employment agreements), in
either case prior to or more than twelve months after a “change in control” of
the Company (as defined in the employment agreements), and subject to the
executive’s execution and non-revocation of a general release of claims, the
executive will be entitled to receive (i) a single lump-sum cash payment in an
amount equal to twelve months of the executive’s then current base salary plus
the average of the last three years’ cash bonus paid to the executive (excluding
commissions, if any), and (ii) continued group medical insurance coverage at the
Company’s expense for a period of twelve months from the date of such
termination or until the executive becomes covered under another group medical
insurance plan, whichever occurs first. If the executive’s employment
with the Company is terminated by the Company without cause or by reason of a
constructive termination, in either case on or within twelve months after a
change in control of the Company, in lieu of the severance payment and benefits
described in the preceding sentence, and subject to the executive’s execution
and non-revocation of a general release of claims, the executive will be
entitled to receive (i) a single lump-sum cash payment in an amount equal to
eighteen months of the executive’s then current base salary plus the average of
the last three years’ cash bonus paid to the executive (excluding commissions,
if any), and (ii) continued group medical insurance coverage at the Company’s
expense for a period of eighteen months from the date of such termination or
until the executive becomes covered under another group medical insurance plan,
whichever occurs first. The employment agreements do not provide for
any additional benefits or payments upon the executive’s termination of
employment for any other reason, other than the payment of accrued obligations
and any life or disability insurance benefits to which the executive may
otherwise be entitled.
The
employment agreements require that the executive devote his full time, attention
and energy to the Company’s business and may not engage in any other business
activity which would interfere with the performance of his duties or be
competitive with the Company’s business, unless specifically permitted by the
Company’s Board of Directors. This restriction does not prevent the executive
from making passive investments, so long as such investments do not require the
executive’s services in a manner that would impair the performance of his duties
under the employment agreement. The employment agreements also
indefinitely restrict the disclosure and use by the executive of the Company’s
confidential information.
The
foregoing summary is qualified in its entirety by reference to the full text of
the employment agreement, a form of which is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
Item
9.01 Financial Statements and
Exhibits
10.1 Form
of Employment Agreement entered into between the Company and Messrs. Lewis,
Malino, Meurer, Pfeiffer and Collins.
SIGNATURE
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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Dated:
January 7, 2010
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REALTY
INCOME CORPORATION
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By:
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/s/ MICHAEL R.
PFEIFFER
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Michael
R. Pfeiffer
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Executive
Vice President, General Counsel and
Secretary
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INDEX
TO EXHIBITS
Exhibit
No. Description
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10.1
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Form
of Employment Agreement entered into between the Company and Messrs.
Lewis, Malino, Meurer, Pfeiffer and
Collins.
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