SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
REGENCY CENTERS CORPORATION
(Name of Registrant as Specified in Its Charter)
------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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Regency CENTERS CORPORATION
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NOTICE AND PROXY STATEMENT
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 2003
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the annual meeting of shareholders of Regency
Centers Corporation will be held on Tuesday, May 6, 2003, at 11:00 A.M., Eastern
time, in the Tampa Room, Omni Jacksonville Hotel, 245 Water Street,
Jacksonville, Florida.
The meeting will be held for the following purposes:
1. To elect one Class III director and four Class I directors to
serve terms expiring at the annual meeting of shareholders to
be held in 2005 and 2006, respectively, and until their
successors have been elected and qualified.
2. To consider and approve the proposed amendment and restatement
of Regency's 1993 Long Term Omnibus Plan.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The shareholders of record at the close of business on March 21, 2003
will be entitled to vote at the annual meeting.
We hope you will be able to attend the meeting, but in any event we
would appreciate your dating, signing and returning the enclosed proxy as
promptly as possible. You may also vote via the Internet, or by telephone, as
instructed on the enclosed proxy. If you are able to attend the meeting, you may
revoke your proxy and vote in person.
By Order of the Board of Directors,
J. Christian Leavitt
Senior Vice President, Secretary
and Treasurer
Dated: April 3, 2003
TABLE OF CONTENTS
Page
VOTING SECURITIES.............................................................2
Stock Ownership Policy for Officers and Directors....................3
Expiration of Security Capital Standstill............................4
PROPOSAL 1: ELECTION OF DIRECTORS............................................4
Board of Directors and Standing Committees...........................8
AUDIT COMMITTEE REPORT.......................................................10
Compensation Committee Report on Executive Compensation......................11
COMPARATIVE STOCK PERFORMANCE................................................15
EXECUTIVE COMPENSATION.......................................................16
CERTAIN TRANSACTIONS.........................................................19
PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED REGENCY CENTERS
CORPORATION LONG TERM OMNIBUS PLAN...................................20
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.....................................27
OTHER MATTERS................................................................27
SHAREHOLDER PROPOSALS........................................................28
ANNUAL REPORT................................................................28
EXPENSES OF SOLICITATION.....................................................28
APPENDIX 1 - Amended and Restated Long Term Omnibus Plan...................A-1
i
REGENCY CENTERS CORPORATION
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
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PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 6, 2003
This proxy statement and the enclosed form of proxy are first being
sent to shareholders of Regency Centers Corporation on or about April 3, 2003 in
connection with the solicitation by Regency's board of directors of proxies to
be used at Regency's 2003 annual meeting of shareholders. The meeting will be
held on Tuesday, May 6, 2003, at 11:00 A.M., Eastern time, in the Tampa Room of
the Omni Jacksonville Hotel, 245 Water Street, Jacksonville, Florida.
The board of directors has designated Martin E. Stein, Jr., Mary Lou
Fiala and Bruce M. Johnson, and each or any of them, as proxies to vote the
shares of common stock solicited on its behalf. If you sign and return the
enclosed form of proxy, you may nevertheless revoke it at any time insofar as it
has not been exercised by (1) giving written notice to Regency's Secretary, (2)
delivering a later dated proxy, or (3) attending the meeting and voting in
person. The shares represented by your proxy will be voted unless the proxy is
mutilated or otherwise received in such form or at such time as to render it not
votable.
If the meeting is adjourned for any reason, at any subsequent
reconvening of the meeting all proxies may be voted in the same manner as the
proxies would have been voted at the original convening of the meeting (except
for any proxies that have effectively been revoked or withdrawn).
VOTING ELECTRONICALLY OR BY TELEPHONE
If your shares are registered in your own name (instead of through a
broker or other nominee), you can vote your shares on the Internet by following
the instructions at the Internet voting website at www.proxyvotenow.com. Please
carefully follow the directions on your proxy card. Shareholders voting via the
Internet should understand that they may be required to bear costs associated
with electronic access, such as usage charges from their Internet access
providers and telephone companies.
If your shares are held in an account at a brokerage firm or bank
participating in a "street name" program, you may already have been offered the
opportunity to elect to vote using the Internet. A number of brokerage firms and
banks are participating in a program for shares held in "street name" that
offers Internet voting options.
To vote by telephone, you should dial (toll-free) 1-888-216-1308; you
will then be prompted to enter the control number printed on your proxy card and
to follow subsequent instructions.
The giving of a proxy via the Internet or by telephone will not affect
your right to vote in person should you decide to attend the annual meeting or
to change your vote electronically or by telephone.
Regency reserves the right to cancel the electronic voting or telephone
voting program at any time.
VOTING SECURITIES
The record of shareholders entitled to vote was taken at the close of
business on March 21, 2003. At such date, Regency had outstanding and entitled
to vote 60,346,171 shares of common stock, $.01 par value. Each share of voting
stock entitles the holder to one vote. Holders of a majority of the outstanding
voting stock must be present in person or represented by proxy to constitute a
quorum at the annual meeting.
The following table shows information relating to the beneficial
ownership as of March 21, 2003 of (1) each person known to Regency to be the
beneficial owner of more than 5% of Regency's voting stock, (2) each director
and nominee, (3) each of the executive officers named in the summary
compensation table elsewhere in this proxy statement, and (4) all directors and
executive officers as a group. Except as otherwise indicated, the shareholders
listed exercise sole voting and dispositive power over the shares.
Amount and Nature of Shares Beneficially Owned(1)
Number of
Title of Shares Right to Percent
Name Class Owned(2) Acquire(3) of Class
---- ----- -------- ---------- --------
Security Capital Group Common 34,273,236(4) - 56.8%
Incorporated(4)
LaSalle Investment Common 5,810,720(5) - 9.6%
Management, Inc. (5)
Martin E. Stein, Jr. Common 802,015(6) 550,330 2.2%
Mary Lou Fiala Common 152,343(7) 177,284 *
Raymond L. Bank Common 13,284 9,125 *
C. Ronald Blankenship Common - -
A. R. Carpenter Common 32,308 7,250 *
J. Dix Druce Common 14,287 8,516 *
Douglas S. Luke Common 27,053 10,127 *
Joseph E. Parsons Common - -
John C. Schweitzer Common 12,500 9,420 *
Thomas G. Wattles Common 73 -
Terry N. Worrell Common 122,780(8) 10,043 *
Bruce M. Johnson Common 115,578 217,709 *
All directors and Common 1,292,197 999,804 3.7%
executive officers as a
group (a total of 12
persons)
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*Less than one percent
(1) Information presented in this table and related notes has been obtained
from the beneficial owner or from reports filed by the beneficial owner
with the Securities and Exchange Commission pursuant to Section 13 of
the Securities Exchange Act of 1934.
(2) Excludes shares that:
o are restricted stock holdings, or
o may be acquired through stock option exercises.
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(3) Shares that can be acquired through stock option exercises through May
20, 2003. Excludes shares which may be issued upon vesting of restricted
stock or stock rights described in footnote (2) to the Summary
Compensation Table included elsewhere in this proxy.
(4) These shares are owned through SC Realty Incorporated, a wholly-owned
subsidiary of Security Capital Group Incorporated. The business address
of Security Capital Group Incorporated is 125 Lincoln Avenue, Santa Fe,
New Mexico 87501. Security Capital is an indirect wholly-owned
subsidiary of General Electric Capital Corporation.
(5) Includes the following shares which are held by LaSalle Investment
Management, Inc. ("LaSalle") and LaSalle Investment Management
(Securities), L.P. ("LIMS"). LIMS is a Maryland limited partnership, the
limited partner of which is LaSalle and the general partner of which is
LaSalle Investment Management (Securities), Inc., a Maryland
corporation, LaSalle's wholly-owned subsidiary:
367,784 shares held by LaSalle
5,442,936 shares held by LIMS
The business address of LaSalle and LIMS is 200 East Randolph Drive,
Chicago, Illinois 60601. (6) Includes the following shares over which
Mr. Stein is deemed to have shared voting and investment power:
o 160,263 shares held by The Regency Group (Nevada) Limited
Partnership, the sole general partner of which is a
wholly-owned subsidiary of The Regency Group, Inc. All of the
outstanding stock of The Regency Group, Inc. is owned by The
Regency Square Group II (Nevada) Limited Partnership, the sole
general partner of which is a corporation in which all of the
outstanding stock is owned by Mr. Stein and members of his
family.
o 307,147 shares held by The Regency Group II. Mr. Stein is a
general partner of The Regency Group II and a trustee of a
trust that is also a general partner.
o 108,235 shares held by Regency Square II. Mr. Stein is a
general partner of Regency Square II and a trustee of a trust
that is also a general partner.
o 4,000 shares held for the benefit of Mr. Stein by the Wellhouse
Trust. Mr. Stein has investment power with respect to such
shares.
(7) Includes 2,593 shares held by Mrs. Fiala's spouse.
(8) Includes 7,500 shares held in two trusts. Mr. Worrell has investment
power over these shares.
Stock Ownership Policy for Officers and Directors
In November 2002, our board of directors adopted a stock ownership
policy for senior officers and outside directors in order to encourage them to
focus on creating long-term shareholder value. The policy sets stock ownership
targets for officers as a multiple of base salary. For example, the target for
the chief executive officer is five times his annual base salary. The target for
outside directors is five times their annual retainer fees (exclusive of fees
for committee service or attendance fees). The targets are to be achieved over a
seven-year accumulation period. The new stock ownership policy also requires the
chief executive officer,
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the chief operating officer, the chief financial officer and the board of
directors (1) to retain the after-tax value of Regency shares acquired on the
exercise of stock options or on the vesting of stock awards for one year after
exercise or vesting, and (2) to retain 60% of that value so long as they remain
an officer or director. Compliance with the policy is measured by using the
higher of the trading price of the shares on the date of acquisition or the 30-
day average before the measurement date. Any options, restricted stock or stock
rights awards granted to a participant while he or she is not in compliance with
these guidelines will vest over five rather than four years or such longer
period as the compensation committee determines, in its discretion.
Expiration of Security Capital Standstill
Security Capital Group Incorporated, through subsidiaries, owns
34,273,236 shares of our common stock, representing approximately 56.8% of the
shares outstanding on March 21, 2003. In May 2002, Security Capital, formerly a
New York Stock Exchange company, became an indirect wholly-owned subsidiary of
General Electric Capital Corporation, which in turn is an indirect subsidiary of
the General Electric Company. An indirect change of control of Regency might
have occurred as a result of that transaction absent the standstill agreement
described below.
Until April 10, 2003, Security Capital is subject to a standstill in
its Stockholders Agreement with Regency. In July 2002, Security Capital notified
Regency that the standstill, which would automatically renew for an additional
one-year term absent notice to the contrary, would not be renewed. Prior to the
end of the standstill, Security Capital is generally required to vote its shares
of common stock in accordance with the recommendation of Regency's board of
directors or proportionally in accordance with the vote of the other holders of
common stock, and may not change the composition of Regency's board of directors
(apart from Security Capital's own representatives) or propose an extraordinary
transaction such as a business combination. These restrictions end upon the
expiration of the standstill.
Other provisions of the Stockholders Agreement remain in effect after
the end of the standstill, including restrictions that will apply until Security
Capital ceases to own at least 10% or 15% (depending on the provision in
question) of Regency's common stock on a fully diluted basis for 180 consecutive
days. For example, so long as Security Capital does not drop below the 15%
ownership level, it may not transfer shares in a negotiated transaction that
would result in any transferee beneficially owning more than 9.8% of Regency's
capital stock unless Regency approves the transfer, in its sole discretion.
PROPOSAL 1: ELECTION OF DIRECTORS
Regency's Restated Articles of Incorporation divide the board of
directors into three classes, as nearly equal as possible. At the meeting, four
Class I directors will be elected to serve for a three-year term and one Class
III director will be elected to serve a two-year term. All directors will serve
until their successors are elected and qualified. The board of directors has
nominated Mary Lou Fiala, C. Ronald Blankenship, Douglas S. Luke and Terry N.
Worrell to stand for reelection as Class I directors. In addition, the board of
directors has nominated Joseph E. Parson to stand for reelection as a Class III
director. All nominees are presently directors. Mrs. Fiala and Messrs.
Blankenship, Luke and Worrell were elected at the 2000 annual meeting of
shareholders. Mr. Parsons was elected to the board in August 2002 to fill a
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vacant board seat. Directors will be elected by a plurality of votes cast by
shares entitled to vote at the meeting.
The accompanying proxy will be voted, if authority to do so is not
withheld, for the election as directors of each of the board's nominees. Each
nominee is presently available for election. If any nominee should become
unavailable, which is not now anticipated, the persons voting the accompanying
proxy may, in their discretion, vote for a substitute.
Under the terms of a Stockholders Agreement between Regency and
Security Capital, before the end of the standstill, Security Capital has the
right to nominate for election by shareholders its proportionate share of the
members of the board (not fewer than three, but no more than 49% of the
directors). Mr. Blankenship and Mr. Parsons have been designated by Security
Capital as its representatives to Regency's board of directors. Until the
standstill expires on April 10, 2003, Security Capital has the right to
designate three more members to the board of directors, but has chosen not to do
so. After the end of the standstill and until it ceases to own at least 15% of
Regency's common stock on a fully diluted basis for 180 consecutive days,
Security Capital has the right under the Stockholders Agreement to nominate the
lesser of (1) two directors or (2) its proportionate share based on its stock
ownership.
The board of directors of Regency recommends a vote "for" the election
of each of its nominees. Proxies solicited by the board will be so voted unless
shareholders specify in their proxies a contrary choice.
Information concerning all incumbent directors and all nominees for
director, based on data furnished by them, is set forth below.
MARTIN E. STEIN, JR.
Director since 1993; Class II term expiring 2004
Mr. Stein, age 50, is Chairman of the Board and Chief Executive Officer
of Regency. He served as President of Regency from its initial public offering
in October 1993 until December 31, 1998. Mr. Stein also served as President of
Regency's predecessor real estate division since 1981, and Vice President from
1976 to 1981. He is a director of Florida Rock Industries, Inc., a publicly held
producer of construction aggregates, Patriot Transportation Holding, Inc., a
publicly held transportation and real estate company, and Stein Mart, Inc., a
publicly held upscale discount retailer.
MARY LOU FIALA
Director since 1997; standing for reelection to Class I term expiring 2006
Mrs. Fiala, age 51, became President and Chief Operating Officer of
Regency in January 1999. Before joining Regency she was Managing Director -
Security Capital U.S. Realty Strategic Group from March 1997 to January 1999.
Mrs. Fiala was Senior Vice President and Director of Stores, New England -
Macy's East/ Federated Department Stores from 1994 to March 1997. From 1976 to
1994, Mrs. Fiala held various merchandising and store operations positions with
Macy's/Federated Department Stores.
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RAYMOND L. BANK
Director since 1997; Class II term expiring 2004
Mr. Bank, age 49, has been President and Chief Operating Officer of
Merchant Development Corporation, a venture capital and buy-out firm focusing on
consumer retail, direct marketing, and service companies, since 1994. He has
also served as President of Raymond L. Bank Associates, Inc., a consulting firm
serving a diverse clientele in corporate development, retail, and direct
marketing strategies, since 1991. He is a director of OfficeMax, Inc.
C. RONALD BLANKENSHIP
Director since 2001; standing for reelection to Class I term expiring 2006.
Mr. Blankenship, age 53, has been Vice Chairman of Security Capital
since May 1998. He was Chief Operating Officer of Security Capital from 1998 to
May 2002 and Managing Director from 1991 until May 1998. Prior to June 1997, he
was the Chairman of Archstone Communities Trust. Mr. Blankenship was formerly a
trustee of ProLogis Trust, and was formerly a director of BelmontCorp, InterPark
Holdings Incorporated, Storage USA, Inc. and Macquarie Capital Partners, LLC. He
also served as Interim Chairman, Chief Executive Officer and director of
Homestead Village Incorporated from May 1999 until November 2001.
A. R. CARPENTER
Director since 1993; Class II term expiring 2004.
Mr. Carpenter, age 61, was formerly Vice Chairman of CSX Corporation, a
position he held from July 1999 to February 2001. From 1962 until February 2001,
he held a variety of positions with CSX, including President and Chief Executive
Officer (from 1992 to July 1999) and Executive Vice President-Sales and
Marketing (from 1989 to 1992) of CSX Transportation, Inc. Mr. Carpenter is a
director of Florida Rock Industries, Inc. and Stein Mart, Inc.
J. DIX DRUCE, JR.
Director since 1993; Class II term expiring 2004.
Mr. Druce, age 55, has been President and Chairman of the Board of
National P.E.T. Scan, LLC since June 2000. From 1988 until 2000, he served as
President and Chairman of the Board of Life Service Corp., Inc., a life
insurance management company, and President and director of American Merchants
Life Insurance Company and its parent, AML Acquisition Company, from October
1992 until the companies' sale in 2000. He was President and director (Chairman
from May 1989 to July 1991) of National Farmers Union Life Insurance Company
from 1987 to 1991, and President and director of Loyalty Life Insurance Company
and NFU Acquisition Company from 1987 to 1991. Mr. Druce is a director of
Florida Rock Industries, Inc.
DOUGLAS S. LUKE
Director since 1993; standing for reelection to Class I term expiring 2006
Mr. Luke, age 61, is President and Chief Executive Officer of HL
Capital, Inc., a personal management and investment company. Mr. Luke was
President and Chief Executive
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Officer of WLD Enterprises, Inc., a Ft. Lauderdale, Florida-based diversified
private investment and management company with interests in securities, real
estate and operating businesses from 1991 to 1998. From 1987 to 1990 he was
Managing Director of Rothschild Inc./Rothschild Ventures. He is director of
MeadWestvaco Corporation, a diversified paper and chemicals manufacturing
company.
JOSEPH E. PARSONS
Director since 2002; standing for reelection to Class III term expiring 2005
Mr. Parsons, age 46, is President - North America Equity Holdings of GE
Real Estate, the commercial real estate lending and investing business of
General Electric's GE Commercial Finance division. Prior to joining GE Real
Estate, from July 2000 to February 2002, Mr. Parsons was President and Chief
Executive Officer of GE Equity, the global private equity investment business of
General Electric. Mr. Parsons was President and Chief Executive Officer,
e-Business, GE Capital from November 1999 to July 2000, and Vice President and
Manager, Business Development, Office of the CEO of GE Capital from January 1999
to November 1999. Mr. Parsons was Vice President, Business Development, EVP
Office of GE Capital from November 1997 to January 1999.
JOHN C. SCHWEITZER
Director since 1999; Class III term expiring 2005
Mr. Schweitzer, age 58, was a member of Pacific Retail Trust's board of
trustees before its merger into Regency in February 1999. He is President of
Westgate Corporation and Managing Partner of Campbell Capital, Ltd., which holds
investments in real estate and venture capital operations. Mr. Schweitzer is a
trustee of Archstone Smith Communities Trust, and a director of J.P. Morgan
Chase Bank of Texas-Austin and KLRU Austin Public Television. He previously
served as a director or officer of a number of public companies and financial
institutions, including Franklin Federal Bancorp, Elgin Clock Company, El Paso
Electric Company, MBank El Paso, the Circle K Corporation, Homestead Village
Incorporated and Enerserv Products.
THOMAS G. WATTLES
Director since 2001; Class III term expiring 2005.
Mr. Wattles, age 51, has been Chairman and Chief Investment Officer of
Dividend Capital Trust, an industrial property private REIT, since March 2003
and Principal of Black Creek Group, a real estate investment management firm,
since February 2003. He served as Managing Director of Security Capital from
1991 to 2002 and as a trustee of ProLogis Trust from 1993 to May 2002. He was a
director of ProLogis' predecessor from its formation in 1991, and was
Non-Executive Chairman of ProLogis from March 1997 to May 1998. Mr. Wattles was
Co-Chairman and Chief Investment Officer of ProLogis and its former REIT Manager
from November 1993 to March 1997, and director of the former REIT Manager from
June 1991 to March 1997.
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TERRY N. WORRELL
Director since 1999; standing for reelection to Class I term expiring 2006
Mr. Worrell, age 58, was a member of Pacific Retail Trust's board of
trustees before its merger into Regency in February 1999. He is a private
investor in commercial properties and other business ventures. From 1974 to 1989
he was President and CEO of Sound Warehouse of Dallas, Inc. prior to its
purchase by Blockbuster Music.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act, an officer,
director or 10% shareholder must file a Form 4 reporting the acquisition or
disposition of Regency equity securities with the Securities and Exchange
Commission no later than the end of the 2nd business day after the day the
transaction occurred (or, for transactions prior to August 29, 2002, within 10
days after the close of the month in which the transaction occurred) unless
certain exceptions apply. Transactions not reported on Form 4 must be reported
on Form 5 within 45 days after the end of the company's fiscal year. To
Regency's knowledge, based solely on a review of the copies of such reports
furnished to it and written representations that no other reports were required,
the officers, directors, and greater than 10% beneficial owners complied with
all applicable Section 16(a) filing requirements during its 2002 fiscal year,
except as described below.
In March 1998, following a merger and management restructuring,
Regency's board designated Martin E. Stein, Mary Lou Fiala and Bruce M. Johnson
as Regency's executive officers and, as a result, J. Christian Leavitt, Senior
Vice President, Finance and Principal Accounting Officer, believed that he was
no longer required to file reports under Section 16(a). However, as a result of
a September 2002 review of Section 16 compliance, company counsel advised Mr.
Leavitt that the chief accounting officer is required to file Section 16(a)
reports even though not an executive officer. Mr. Leavitt then reported all
transactions after March 1998 on a Form 4 dated September 30, 2002, which
transactions would otherwise have been reportable on three Form 5s and nine Form
4s. With the exception of five open market sales, the transactions reflected on
the Form 4 dated September 30, 2002 took place under Regency's Long Term Omnibus
Plan, as follows: nine option exercises (together with any related (1) surrender
of shares to pay the exercise price or tax liability and (2) settlement of
dividend equivalent units) and nine option grants or restricted stock issuances.
On December 17, 2002, Regency's Compensation Committee approved the
grant of stock rights to key employees including Martin E. Stein, Mary Lou
Fiala, Bruce M. Johnson and Mr. Leavitt. The awards to Mrs. Fiala and Messrs.
Stein, Johnson and Leavitt, which should have been reported on Form 4s no later
than December 20, 2002, were reported in March 2003.
Board of Directors and Standing Committees
The board held four regular meetings and one special meeting during
2002. All directors attended at least 75% of all meetings of the board and board
committees on which they served during 2002.
The board of directors has established five standing committees: an
executive committee, an audit committee, a compensation committee, a nominating
and corporate
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governance committee and an investment committee, which are
described below. Members of these committees are elected annually at the regular
board meeting held in conjunction with the annual shareholders' meeting.
Executive Committee. The executive committee presently is composed of
Martin E. Stein, Jr. (Chairman) or Mary Lou Fiala if Mr. Stein is unavailable,
one independent non-Security Capital director, and any one director representing
Security Capital. The executive committee did not meet during 2002. The
executive committee is authorized by the resolutions establishing the committee
to handle ministerial matters requiring board approval. The executive committee
may not perform functions reserved under Florida law for the full board of
directors and, in addition, may not declare dividends.
Audit Committee. The audit committee presently is composed of J. Dix
Druce, Jr. (Chairman), Raymond L. Bank, and Douglas S. Luke, all of whom are
considered independent under the rules of the New York Stock Exchange. The
audit committee met six times during 2002. The principal responsibilities of
and functions to be performed by the audit committee are established in the
audit committee charter. The audit committee charter was adopted in May 2000
and is reviewed annually by the audit committee. See "Audit Committee Report"
for a description of the audit committee's responsibilities.
Nominating and Corporate Governance Committee. In November 2002 our
board formed the nominating and corporate governance committee, which is
presently composed of A. R. Carpenter (Chairman), Raymond L. Bank and John C.
Schweitzer. The purpose of the nominating and corporate governance committee
is:
o to assist the board in establishing criteria and qualifications for
potential board members;
o to identify high quality individuals who have the core competencies and
experience to become members of Regency's board and to recommend to the
board the director nominees for the next annual meeting of
shareholders;
o to establish corporate governance practices in compliance with
applicable regulatory requirements and consistent with the highest
standards, and recommend to the board the corporate governance
guidelines applicable to Regency;
o to lead the board in its annual review of the board's performance and
establish appropriate programs for director development and education;
and
o to recommend to the board director nominees for each committee.
Regency's bylaws require that any nominations by shareholders be delivered to
Regency no later than the deadline for submitting shareholder proposals. See
"Shareholder Proposals." The nominating and corporate governance committee met
once during 2002.
Compensation Committee. The compensation committee presently is
composed of John C. Schweitzer (Chairman), A. R. Carpenter and Douglas S. Luke.
The compensation committee held three meetings related to reviewing 2002 annual
performance and to review and approve modifications to Regency's current
executive compensation plans. This committee has the responsibility of approving
the compensation arrangements for senior management of Regency, including annual
bonus and long-term compensation. It also
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recommends to the board of directors adoption of any compensation plans in which
officers and directors of Regency are eligible to participate, and makes grants
of employee stock options and other stock awards under Regency's Long-Term
Omnibus Plan.
Investment Committee. The investment committee was formed in 2001 and
presently is composed of Thomas G. Wattles (Chairman), C. Ronald Blankenship and
Terry N. Worrell. This committee was formed to review and approve Regency's
capital allocation strategy, to approve investments and dispositions exceeding
certain thresholds and to review Regency's investment and disposition programs
and the performance of in-process developments. The investment committee met
eight times during 2002.
AUDIT COMMITTEE REPORT
The charter of the audit committee of the board of directors specifies
that the committee is responsible for providing oversight of the integrity of
Regency's financial statements, the adequacy of Regency's system of internal
controls, and the qualification, independence and performance of Regency's
independent auditors. The audit committee is composed of three directors, each
of whom is independent as defined by the New York Stock Exchange's listing
standards.
Management is responsible for the company's internal controls and
financial reporting process. The audit committee monitors management's
preparation of quarterly and annual financial reports in accordance with
accounting principles generally accepted in the USA and oversees the
implementation and maintenance of effective systems of internal and disclosure
controls. The independent auditors are responsible for performing an audit of
Regency's consolidated financial statements in accordance with auditing
standards generally accepted in the USA and issuing a report thereon. The audit
committee supervises the relationship between Regency and its independent
auditors, including making decisions about their appointment or removal,
reviewing the scope of their audit services, approving non-audit services, and
confirming their independence.
In connection with these responsibilities, the audit committee met with
management and the independent auditors six times during 2002 to review and
discuss Regency's annual and quarterly financial statements prior to their
issuance. These meetings also included executive sessions with the independent
auditors without the presence of management. During 2002, management advised the
audit committee that each set of financial statements reviewed had been prepared
in accordance with accounting principles generally accepted in the USA. The
audit committee also discussed with the independent auditors the matters
required by Statement on Auditing Standards No. 61 (Communication with Audit
Committees) including the quality of Regency's accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements. The audit committee received written disclosures from the
independent auditors required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and discussed with the
independent auditors their firm's independence.
-10-
Based upon the audit committee's discussions with management and the
independent auditors and its review of their representations, the audit
committee recommended that the Board of Directors include the audited
consolidated financial statements in Regency's annual report on Form 10-K for
the year ended December 31, 2002, to be filed with the Securities and Exchange
Commission.
J. Dix Druce, Chairman
Raymond L. Bank
Douglas S. Luke
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following report of the compensation committee and the performance
graph included elsewhere in this proxy statement do not constitute soliciting
materials and should not be deemed filed or incorporated by reference into any
other filing made by Regency under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that Regency specifically
incorporates this report or the performance graph by reference therein.
The compensation committee of the board of directors is responsible for
evaluating and establishing executive compensation and other benefit plans for
Regency that attract, motivate, and retain a top notch management team and align
the interests of executives with shareholders. Additionally the committee
oversees company policies and practices that advance organizational development,
including those designed to achieve the most productive engagement of the
company's workforce. The committee is composed entirely of non-employee, outside
directors.
How did Regency perform in 2002?
The committee believes that considering Regency's key objectives for
2002 and the uncertain economic environment, company management performed at a
high level, achieving strong results against an aggressive financial plan.
Regency's senior management team enhanced the company's standing as the leading
national owner, operator, and developer of grocery anchored neighborhood retail
centers. Regency's management continued to produce solid increases in Funds from
Operations ("FFO") per share (FFO is the most widely accepted measure of
performance for real estate investment trusts); grew return on equity; improved
the prospects for future sustainable earnings' growth; enhanced the intrinsic
value of the portfolio; strengthened the balance sheet; and fostered a high
level of employee engagement. The total shareholder return for the year was
25.0% versus a weighted average for the shopping center sector of 16.9%.
Regency's FFO increased to $179 million from $169 million in 2001,
while per share FFO grew by 4.7% to $2.91. Return on equity (including
construction in progress) increased to 12.9% from 12.6%. These results reflect
outstanding operating performance from the high-quality diversified portfolio of
grocery-anchored community and neighborhood retail centers; a development
program that is creating significant value; and the execution of self-funding
capital and joint venture initiatives, which cost-effectively funded Regency's
investments while maintaining the strength of the balance sheet. At December 31,
2002, Regency's total assets were $3.15 billion, representing 262 shopping
centers and single-tenant properties totaling 29.5 million square feet.
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For the full-year 2002, same-property net operating income grew
approximately 3.0%. In order to generate this growth, Regency maintained
occupancy at a high 94.8% and signed new and renewal leases covering 4.2 million
square feet, 3 million of the current operating portfolio at 10.8% higher rental
rates.
In 2002 Regency created significant value from $600 million of in
process developments by leasing these developments to 84% occupancy and
capturing over $30 million of profits from the sale of new developments. During
the year Regency started over $300 million of new developments and closed $188
million of high quality acquisitions.
Regency's management team notably grew the self-funding capital and
recycling program by generating approximately $500 million from the sale of
developments, outparcels, and operating properties. By pruning lower quality
centers and cost effectively recycling the proceeds into high quality
investments in new developments and acquisitions of existing centers, management
further increased the portfolio's intrinsic value. The company increased joint
ventures to $485 million, thereby increasing third party fees by 34% to $4.6
million and the value at cost of the operating platform to over $3.5 billion.
These financing initiatives combined with a $250 million debt offering reduced
the ratio of debt to assets to 40.3% from 42.2% and increased the availability
on the line of credit to over $500 million. The company's conservative capital
structure enabled Regency to maintain BBB and Baa2 investment grade ratings from
S&P and Moody's respectively.
Regency's management team also enhanced its effectiveness and cohesion
during the year. For example, an employee survey conducted by Success Profiles
Inc. showed that Regency's employees are some of the most highly engaged
employees in the industry, which earned Regency the Employer of Choice SM
certification for the year.
What is Regency's philosophy of executive compensation?
Regency's executive compensation program is incentive-based, and has
been designed to attract, motivate, and retain executives who are capable of
achieving the company's key strategic goals. The committee aligns the interest
of management with shareholders by rewarding executives cash bonuses for
achieving key objectives and providing the opportunity to participate in the
appreciation in shareholder value through the granting of stock awards and stock
options.
The committee evaluates and establishes the company's executive
compensation program based upon current market information, including
comparative executive compensation studies. During 2002 the committee consulted
with Deloitte & Touche to determine current market compensation and industry
"best practices".
Regency's program is composed of both annual and long-term incentive
components. Both of these forms of incentive compensation are variable in nature
with payments to the executives tied to performance. This program considers
management's ability to (1) grow FFO per share; (2) generate an attractive
return on equity capital; (3) position the company for future growth in FFO per
share and intrinsic value, by increasing the operating income from the operating
portfolio and creating significant value from developments; and (4) maintain a
strong capital structure. Regency's philosophy is that the consistent
achievement of these objectives should, over time, result in total shareholder
returns that are above the average for shopping center REITs.
-12-
What are the annual incentive components?
Base Salary. Base salaries are reviewed annually by the compensation
committee. In determining appropriate base salaries, the committee considers
external competitiveness in relation to Regency's performance and capital
structure, the roles and responsibilities of the executives, their contribution
to the company's business, an analysis of job requirements and the executives'
prior experience and accomplishments.
Annual Performance Bonus. To provide incentives to achieve key
corporate objectives, the committee makes cash bonus awards based on corporate
and individual performance. Each year the committee establishes a compensation
plan that establishes target cash bonuses based on achievement of specific
financial and operational goals for the company and those activities managed by
the executive. The primary objective for senior executive officers is growth in
FFO per share. The committee also has the discretion to increase the annual
bonus in any given year to take into account what it deems higher levels of
performance.
What are the components of long-term incentive compensation?
The committee strongly believes that providing executives with an
opportunity to increase their ownership of common stock aligns their interests
with stockholders. During the year the company adopted stock ownership and
retention guidelines for senior executive officers and the board of directors.
The amount of the annual grant is tied to annual performance, primarily growth
in FFO per share. Total shareholder return along with growth in FFO per share is
a significant component in determining the amount of annual vesting of stock
rights awards.
Stock Rights Awards. Regency grants stock rights to executive officers
based upon their contribution to the company's performance and achievement of
specific objectives. The shares will not be issued until vesting requirements
are satisfied. Shares issued as a result of the 2002 stock rights grants will be
accounted for based on the fair market value of the underlying stock on the date
of grant. For the senior executive officers, including the officers named in the
compensation table, a significant portion of the most recent grant vests after
eight years. However, vesting may be accelerated as a result of achieving FFO
per-share growth targets and total shareholder returns versus a peer group of
companies, and other performance criteria that may be established by the
committee. The remaining stock rights awards that are not subject to the eight
year cliff-vesting term, vest at the rate of 25% per year over four years. The
number of shares issued upon vesting will be increased as though dividends that
would have been paid on these shares, had they been outstanding from the date of
the stock rights award, were reinvested annually in Regency common stock.
Stock Options. Historically, Regency has granted stock options to the
executive officers as part of their annual performance incentive package.
Options were granted at fair market value on the date of grant, vested 25% per
year, and will expire after 10 years. Options that have been granted also
receive dividend equivalents for the first five years equal to the company's
dividend yield less the average dividend yield of the S&P 500. Dividend
equivalents are funded in Regency common stock, and vest at the same rate as the
options upon which they are based. Although stock options were a component of
incentive compensation in previous years, stock options were not granted to any
Regency officer for 2002 performance. The decision to not utilize stock options
for the 2002 awards was based on the company's
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efforts to simplify the administrative and accounting practices related to
executive incentive compensation, as well as the uncertainty related to the
accounting treatment of options.
Stock Purchase Plan. In previous years, as part of our long-term
incentive compensation plan, the committee structured stock purchase plans
whereby executives could acquire common stock at fair market value by investing
their own capital in combination with loans provided by Regency. These
interest-bearing, full-recourse loans were secured by stock, which Regency held
as collateral. As part of the executive's compensation program, Regency granted
partial forgiveness of the unpaid principal balance based upon specified
performance criteria and the passage of time. We ceased making these types of
loans after 1998 and have not originated any new personal loans to our employees
since that date. As of September 30, 2002, all participants agreed to repay the
entire balance of their loans outstanding with a portion of the common shares
held as collateral, valued at fair market value on that day. In return, Regency
granted the participants restricted stock and stock options that are intended to
provide them with the same level of compensation benefits that they would have
received under existing agreements for specified forgiveness amounts.
How is the CEO compensated?
The committee's policies for determining Mr. Stein's compensation are
the same as the other executives. For 2003, Mr. Stein's base compensation was
increased to $450,000. As a result of 2002 performance, Mr. Stein received an
incentive bonus of $550,000. Mr. Stein was also granted 52,766 shares of stock
rights awards of which 35,179 have a performance-vesting feature. These stock
rights awards are subject to eight year cliff - vesting that may be accelerated
over four years as a result of achieving specific targets for FFO per share
growth and total shareholder return relative to Regency's peers, and other
performance criteria that maybe established by the committee. The remainder of
the stock rights award grant will vest over four years at 25% per year. Mr.
Stein continues to serve under a severance and change-in-control agreement.
How is the company addressing Internal Revenue Code limits and Sarbanes-Oxley
governance?
The compensation committee is aware of the limitations imposed by
Section 162(m) of the Internal Revenue Code on the deductibility of compensation
paid to certain senior executives to the extent it exceeds $1 million per
executive. The law exempts compensation paid under plans that relate
compensation to performance. Although Regency's plans are designed to relate
compensation to performance, certain elements of the plans do not meet the tax
law's requirements because they allow the compensation committee to exercise
discretion in setting compensation. The compensation committee is of the opinion
that it is better to retain discretion in determining executive compensation.
However, the compensation committee will continue to monitor the requirements of
the Internal Revenue Code to determine what actions, if any, should be taken
with respect to Section 162(m).
-14-
The compensation committee is also well aware of the recent and
developing requirements specified by Sarbanes-Oxley and will continue to
administer all executive compensation programs with the interests of
shareholders in mind. The committee is comprised solely of independent, outside
directors and also authorized the cancellation of all stock purchase loans as
examples of its ongoing efforts to comply with the highest level of standards.
John C. Schweitzer, Chairman
A. R. Carpenter
Douglas S. Luke
COMPARATIVE STOCK PERFORMANCE
The graph below provides an indicator of cumulative total shareholder
returns for Regency as compared with the S&P Stock Index and the NAREIT Equity
Index, weighted by market value at each measurement point. The graph assumes
that $100 was invested on January 1, 1998 in Regency common shares and that all
dividends were reinvested by the shareholder.
1997 1998 1999 2000 2001 2002
REGENCY CENTERS CORP. 100.00 86.28 84.54 109.40 138.93 173.62
NAREIT EQUITY INDEX 100.00 82.50 78.69 99.43 113.29 117.61
S&P 500 INDEX 100.00 128.58 155.64 141.46 124.65 97.10
-15-
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by
Regency for services rendered during fiscal 2002, 2001 and 2000 to Regency's
Chief Executive Officer and Regency's two other executive officers during the
year ended December 31, 2002.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
----------------------- ------------------------------
Restricted
Stock/Stock Securities SPP
Name & Principal Rights Underlying Loan All Other
Position Year Salary(1) Bonus Awards(2) Options/SARs(3) Awards(4) Compensation(5)
-------- ---- --------- ----- --------- --------------- --------- ---------------
Martin E. Stein, Jr. 2002 $ 440,000 $ 550,000 $1,650,000 379,330 $ 0 $ 10,174
Chairman and Chief 2001 $ 425,000 $ 535,000 $1,485,000 31,250 $ 138,129 $ 8,991
Executive Officer 2000 $ 400,000 $ 500,000 $ 360,000 78,261 $ 132,950 $ 9,139
Mary Lou Fiala 2002 $ 360,000 $ 382,500 $1,080,000 78,989 $ 0 $ 10,174
President and Chief 2001 $ 350,000 $ 372,000 $1,032,742 21,733 $ 0 $ 10,052
Operating Officer 2000 $ 325,000 $ 345,313 $ 511,875 55,639 $ 0 $ 9,139
Bruce M. Johnson 2002 $ 271,000 $ 211,000 $ 542,000 158,761 $ 0 $ 12,934
Managing Director and 2001 $ 260,000 $ 195,000 $ 512,450 10,784 $ 58,959 $ 10,052
Chief Financial Officer 2000 $ 250,000 $ 187,500 $ 135,000 29,348 $ 65,910 $ 9,139
- -------------------------
(1) Includes amounts deferred under the 401(k) feature of Regency's profit
sharing plan.
(2) Consists of the fair market value of stock rights awards in each of the
years of grant, based on the trading price of our common stock at the
time of grant. In the past, we have referred to the 2001 and 2000 grants
as restricted stock. We refer to those grants as stock rights awards
because, for all practical purposes, they are no different. The total
number and value of stock rights held by the named executives at
December 31, 2002 are as follows:
Stock Aggregate
Rights Value
------ -----
Mr. Stein 138,593 $ 4,490,426
Mrs. Fiala 108,373 $ 3,511,280
Mr. Johnson 55,706 $ 1,804,882
In December 2002, we granted stock rights awards for an aggregate of
104,908 shares to the named executive officers. One-third of these
awards vest 25% per year beginning on the first anniversary of the date
of grant. The remaining two-thirds cliff vest after eight years, but
contain provisions that allow annual accelerated vesting based upon FFO
per share growth and total shareholder return in relation to Regency's
peers. In addition, during 2002 Messrs. Stein and Johnson received stock
rights awards for 11,761 shares and 4,988 shares, respectively, which
vest one-third per year beginning January 1, 2003 to provide them with
the same level of benefit that they would have received for specified
forgiveness amounts on stock purchase loans that they repaid in
September 2002.
Sixty-seven percent of the stock rights awards granted for 2001 and 2000
cliff vest after eight years, but contain provisions that allow annual
accelerated vesting based upon FFO per share growth. In 2002, 18.75% of
the amounts granted for 2001 and 2000 with these provisions vested. All
other stock rights awards for 2001 and 2000 vest over a four-year period
at the rate of 25% per year.
Stock rights awards earn dividend equivalent units at the same rate as
dividends paid on the common stock. The executive is entitled to these
dividend equivalents under the same vesting schedule as the related
restricted stock rights. Executives do not have voting rights on shares
subject to stock rights awards until vested.
(3) The exercise prices of stock option grants are equal to fair market
value of Regency's common stock on date of grant.
(4) Represents amounts earned by the named executive officers in the form of
loan forgiveness in accordance with the terms of the stock purchase plan
that is part of Regency's 1993 Long Term Omnibus Plan, primarily based
upon FFO per share growth and annual shareholder return.
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(5) The amounts shown in this column for 2002 include the following:
Life Insurance Company Contribution to Other
Premiums 401(k)/Profit Sharing Plan Compensation
-------- -------------------------- ------------
Mr. Stein $3,174 $6,000 $1,000
Mrs. Fiala $3,174 $6,000 $1,000
Mr. Johnson $5,934 $6,000 $1,000
Stock Purchase Plan. The following table sets forth information
relating to the SPP loan program for each of Regency's executive officers who
had outstanding loans during the year ended December 31, 2002. In September 2002
all executive officers repaid their SPP loans in full as discussed in the
Compensation Committee Report on Executive Compensation.
Largest Balance
SPP Loan Balance During Fiscal Year Ended
Executive Officer March 1, 2003 Interest Rate December 31, 2002
----------------- ------------- ------------- -----------------
Martin E. Stein, Jr. $ 0 6%-7.3% $ 919,867
Bruce M. Johnson $ 0 6%-7.3% $ 657,414
Stock Options. The following table sets forth information with respect
to option grants to the executive officers named in the summary compensation
table above during 2002 and the potential realizable value of such option
grants.
OPTION GRANTS DURING FISCAL 2002
% of
Number Total Options Hypothetical
of Options Granted Exercise Price Expiration Value at
Executive Officer Granted(1) during 2002 ($/share) Date Grant Date (2)
----------------- --------- ----------- --------- ---- --------------
Martin E. Stein, Jr. 27,750 1.6% $31.78 11/05/03 $ 53,835
77,865 4.6% $30.90 01/13/07 $ 151,057
29,199 1.7% $30.90 01/14/07 $ 56,646
74,462 4.4% $28.70 01/15/07 $ 144,456
23,488 1.4% $31.78 01/15/07 $ 45,566
80,500 4.7% $28.70 12/15/08 $ 156,169
12,570 0.7% $30.90 07/29/09 $ 24,385
24,439 1.4% $30.90 12/14/09 $ 47,412
2,803(3) 0.2% $31.00 01/01/06 $ 5,438
26,255(3) 1.5% $31.00 01/13/07 $ 50,935
Mary Lou Fiala 57,082 3.3% $28.70 12/15/08 $ 110,738
7,282 0.4% $30.90 07/29/09 $ 14,127
14,625 0.9% $30.90 12/14/09 $ 28,373
Bruce M. Johnson 10,524 0.6% $31.78 11/05/03 $ 20,417
71,614 4.2% $30.90 01/13/07 $ 138,932
27,610 1.6% $28.70 01/15/07 $ 53,563
19,027 1.1% $28.70 12/15/08 $ 36,912
2,971 0.2% $30.90 07/29/09 $ 5,764
5,952 0.3% $30.90 12/14/09 $ 11,548
1,682(3) 0.1% $31.00 01/01/06 $ 3,263
19,380(3) 1.1% $31.00 01/13/06 $ 37,597
- --------------------------
(1) Replenishment options, if exercised, may be replenished, but the new
replenishment options will expire on the expiration date of the original
option. Except as set forth in note 3 below, all option grants are
replenishment options as a result of option exercises during 2002. Under
the replenishment feature, if the optionee pays the exercise price
through the delivery of previously-owned shares of Regency's common
stock that the optionee has owned for at least six months and the fair
-17-
market value of the shares acquired on exercise is at least 20% greater
than the option exercise price, the optionee receives an additional
option to purchase that number of shares of common stock as the optionee
delivered in payment for such exercise. Replenishment options expire on
the same date as the original options but have an exercise price equal
to the fair market value of the shares surrendered.
All options earn dividend equivalents units (DEU) that vest at the same
rate as the underlying option. Except for the options described in
footnote 3 below, DEU's are credited to the participant's account
annually based upon the current dividend rate of Regency common stock
less the average dividend rate of the S&P 500.
(2) The estimated present value at grant date of each option granted during
2002 has been calculated to be $1.94 using the Black-Scholes option
pricing model. The valuation is based upon the following assumptions:
o estimated time until exercise of 2.5 years
o a risk-free interest rate of 2.0%; a volatility rate of 19.1%
o a dividend yield of 6.8%.
The approach used in developing the assumptions upon which the
Black-Scholes valuation was calculated is consistent with the
requirements of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation." The actual value of the
options may be significantly different, and the value actually realized,
if any, will depend upon the excess of the market value of the common
stock over the option exercise price at the time of exercise.
(3) These represent options granted for the number of shares that the
executive officer sold to pay off his SPP loans. DEUs on these options
are credited to the participant's account based upon the current
dividend rate of Regency common stock less the interest rate on the SPP
loan.
The following table sets forth information concerning the value of
unexercised options as of December 31, 2002 held by the executive officers named
in the summary compensation table above.
AGGREGATED OPTION EXERCISES DURING FISCAL 2002
AND OPTION YEAR-END VALUES TABLE
Value of
Number of Number of Unexercised
Shares Unexercised In-the-Money
Acquired Value Options at Options at
Upon Realized December 31, 2002 December 31, 2002
Exercise Upon Exercisable/ Exercisable/
Name Options Exercise Unexercisable Unexercisable
---- ------- -------- ------------- -------------
Martin E. Stein, Jr. 395,470 $ 2,328,416 550,330 (E) / $ 2,356,417 (E) /
74,330 (U) $ 651,681 (U)
Mary Lou Fiala 92,733 $ 671,687 177,284 (E) / $ 1,155,653 (E) /
51,212 (U) $ 445,726 (U)
Bruce M. Johnson 154,226 $ 855,200 217,709 (E) / $ 806,746 (E) /
25,599 (U) $ 221,033 (U)
Severance and Change in Control Agreements. In March 2002, Regency
amended the severance and change-of-control agreements with each of the
executive officers named in the summary compensation table. In the event of
termination, Mr. Stein and Mrs. Fiala would receive one and a half times their
annual compensation and benefits. Mr. Johnson would receive one times his annual
compensation and benefits. In the event of a change in control and termination
within two years after the change in control, Mr. Stein and Mrs. Fiala would
receive three times their annual compensation and benefits and accelerated
vesting of unvested long-term incentive compensation. Mr. Johnson would receive
two times his annual compensation and benefits along with the same accelerated
vesting provisions. As part of the
-18-
agreements, the named executives are subject to certain restrictive covenants
and consulting arrangements. The agreements expire on December 31, 2007 and
automatically renew for successive additional five-year terms unless either
party gives written notice of non-renewal.
Compensation of Directors. In 2002, Regency paid an annual fee of
$28,000 to each of its non-employee directors who are not employees of Security
Capital, plus $1,500 for each board meeting attended. Committee chairpersons
receive $3,000 annually plus $1,000 for each board committee meeting attended.
Directors' fees are currently paid in cash or shares of common stock.
Non-employee directors also received non-qualified options to purchase
5,000 shares of common stock in 2002. These options were granted immediately
after the annual meeting and also entitled the director to receive dividend
equivalent units on the same basis as employee optionees. The options have a
term of 10 years, and have an exercise price equal to the fair market value of
the common stock on the date of grant. The options vest 25% on each of the first
four anniversary dates of the grant, and will become fully vested upon the
involuntary termination, death or disability of the director. Beginning in 2003,
non-employee directors will receive annual restricted stock grants of 2,000
shares each. The grants will be made immediately following the annual meeting.
The restricted stock will entitle the director to receive dividend equivalent
units at the same rate as dividends paid on the common stock. The restricted
stock and dividend equivalent units will vest 25% on each of the first four
anniversary dates of the grant.
CERTAIN TRANSACTIONS
The audit committee of the board of directors is responsible for
evaluating the appropriateness of all related-party transactions.
Transactions with Security Capital. Regency has entered into an
agreement with Macquarie Capital Partners LLC, which until May 13, 2002 was 40%
owned by Security Capital, whereby Macquarie Capital Partners LLC will act as
Regency's financial advisor in connection with identifying alternative sources
of capital, including arranging and structuring joint ventures or funds that own
grocery-anchored shopping centers. Fees paid to Macquarie Capital Partners LLC
will be based upon a percentage (a range of 2% - 3%) of capital raised. During
2002, Regency paid approximately $1.7 million for these services.
During 2002 Regency had an administrative services agreement with
Security Capital to provide risk management, property tax and income tax
consulting services for which Regency paid approximately $376,000.
-19-
PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED
REGENCY CENTERS CORPORATION LONG TERM OMNIBUS PLAN
Our board of directors has unanimously approved, and recommends that
shareholders vote "FOR," amending and restating the our 1993 Long Term Omnibus
Plan. The proposed amendments, among other things, (1) increase the maximum
number of shares covered by the plan, (2) prohibit option repricing without
shareholder approval, and (3) in order for awards to qualify as
performance-based compensation under Section 162(m) of the Internal Revenue
Code, (a) specify the number of such awards that may be granted to any single
employee under the plan during any calendar year and (b) include performance
targets that must be approved by shareholders. Provided that more than 50% of
the shares present at the meeting in person or by proxy are voted on this
proposal, the affirmative vote of a majority of the common stock voted on the
proposal is required to approve it. Broker non-votes and abstentions will have
no effect on the vote so long as more than 50% of the shares represented at the
meeting are voted on the proposal.
Background
Our board of directors and shareholders initially approved the plan in
September 1993 and in 1999 approved two increases in shares available for awards
under the plan, one in connection with the merger of Pacific Retail Trust into
Regency. Since the last amendment four years ago, our total assets have grown
significantly. However, based on past practice, we anticipate that we will not
have sufficient shares available for awards after 2004 or 2005. Additionally,
the board of directors believes that it is appropriate to amend and restate the
plan, which we originally adopted nearly 10 years ago, in order to modernize the
plan and make it consistent with current best practices and update it for
changes in the law. For example, one of the amendments prohibits option
repricing without shareholder approval. In addition, authority to grant
incentive stock options will expire in September 2003.
A full copy of the amended and restated plan is attached to this proxy
statement as Appendix 1. If there is any inconsistency between the brief summary
set forth below and the terms of the plan itself, the plan will control.
Increase in Number of Available Shares
Change in Formula. The plan currently limits the number of shares that
may be awarded after the plan's inception in September 1993 to the lesser of (1)
8,520,000 shares, or (2) 12% of the outstanding shares of common stock and
common stock equivalents (excluding options and other share equivalents granted
under the plan). As of the date of this proxy statement, options or restricted
stock awards for a total of 6,073,095 shares have been granted under the plan,
and 2,446,905 shares remain available for grant.
The amended plan establishes a new cap for shares issued under the plan
after March 21, 2003 of 5,000,000 shares, including the 2,446,905 shares
previously approved by shareholders for issuance under the plan before being
amended. This cap represents approximately 7.5% of Regency's outstanding common
stock today, on a fully diluted basis. Shares forfeited under the plan, such as
unvested restricted stock, and shares delivered in payment of withholding taxes
or the option exercise price will be returned to the pool of available shares
for purposes of the 5,000,000 share cap.
-20-
In addition, no more than 2,750,000 shares may be issued under
restricted stock awards, stock rights awards, performance shares and dividend
equivalents settled in stock, and other forms of stock grants, and no more than
3,000,000 shares may be issued pursuant to incentive stock options.
The amended plan also limits the number of outstanding awards (whether
granted before or after March 21, 2003) to 12% of our outstanding shares of
common stock and common stock equivalents. The current 12% limit applies to all
shares issued under the plan on a cumulative basis, not simply to outstanding
awards, and is expected to prevent future grants after 2004 or 2005. Under the
amended plan, if:
outstanding awards (excluding exercised options, dividend equivalents
paid in shares and vested stock awards)
divided by
our outstanding common stock and common stock equivalents
(excluding options or other rights to acquire plan shares)
would exceed 12%, no additional awards may be granted.
As of March 21, 2003, we had 60,346,171 shares of common stock
outstanding, plus an additional 1,496,293 common stock equivalents, consisting
of shares issuable in exchange for limited partnership units of our operating
partnership, Regency Centers, L.P. As of that date, the closing price of our
common stock on the New York Stock Exchange was $33.40.
Purpose and Possible Effect of Proposed Increase. To align the
interests of Regency's officers, key employees and non-employee directors with
those of Regency's shareholders, Regency needs to have a sufficient pool of
stock-based incentives, commensurate with Regency's anticipated growth rates, to
attract and motivate key personnel. In 1999, when shareholders approved our last
share increase under the plan, we had total assets of approximately $2.4
billion. As of the date of this proxy statement, our total assets have increased
to over $3.1 billion.
The issuance of additional shares under the plan may cause dilution to
our current shareholders.
Elimination of Option Repricing Without Shareholder Approval
Section 12.11 of the amended plan prohibits option repricing without
shareholder approval. Option repricing may involve lowering the exercise price
of outstanding options or exchanging outstanding options for new options with a
lower exercise price. Under the amended plan, these practices would require
shareholder approval, as would any amendments to the prohibitions on repricing.
Our board of directors believes that lowering the exercise price of
options misaligns the interests of optionees with those of shareholders
generally by allowing optionees to avoid the effects of a share price decline
suffered by shareholders. However, there could be instances in which the
inability to reprice options could result in anomalous situations. For example,
when a company's share price declines, newly hired employees with lower option
exercise prices receive more of a benefit than long-standing employees holding
options granted years ago at
-21-
higher exercise prices. Nevertheless, the board of directors believes that any
option repricing should be subject to shareholder approval.
Amendments to Section 162(m) Per Employee Award Limits
The amended plan increases or adds annual limits on grants to any
single individual employee for awards intended to comply with Section 162(m) of
the Internal Revenue Code. Section 162(m) limits the deductibility of annual
compensation paid to the CEO and four other highest paid senior executive
officers of corporations to the extent that annual compensation exceeds $1
million. The value of amounts paid or shares issued under the plan are counted
towards the $1 million, unless the plan satisfies the requirements of Section
162(m), including limits on grants to any individual employee. The amended plan
includes the following annual limits for grants to any single employee during
any calendar year:
o 800,000 stock options and stock appreciation rights (increased from the
current annual limit of 400,000);
o 400,000 shares of restricted stock or stock rights; and
o $5 million of performance-based awards, whether payable in cash and/or
shares.
The new limit for stock options and stock appreciation rights will
allow an individual to receive more options during a calendar year than under
the current 400,000 share limit. The plan currently has no annual limit on stock
grants or performance-based awards.
The plan, as amended, includes flexibility to make awards outside these
limitations in case the compensation committee encounters a situation in which
business needs outweigh the loss of the compensation deduction. For example,
depending on the circumstances, an unusually large award might be needed to
attract a senior executive to join Regency's management team.
Approval of Performance Targets
The amended plan provides that the compensation committee may grant
performance awards in its discretion. A performance award is an award that is
subject to the attainment of one or more performance targets during a specified
period.
At the discretion of the compensation committee, performance awards
granted under the plan will be designed to qualify as performance-based
compensation under Section 162(m). In order for a performance award to qualify
under Section 162(m), the compensation committee may select only from the
following performance targets enumerated in the plan:
o Funds from operations o Dividends per share
o Funds from operations per share, o Increases in dividends per
basic or diluted share
o Increases in funds from operations o Net income
or in funds from operations per
share o Net income for common
stockholders
-22-
o Net income per share, basic or o Gross or operating margins
diluted
o Productivity ratios
o Increases in any measure of net
income o Share price (including,
but not limited to, growth
o Revenue growth measures and total
shareholder return);
o Lease renewal rates
o Expense targets
o Increases in percentage rent
o General and administrative
o Per square foot measures, expenses as a percentage
including increases in gross of total revenues
leasable area or in rent per
square foot of gross leasable o Margins
area or in developments
initiated, completed or leased o Operating efficiency
o Occupancy rates o Tenant satisfaction
o Development profits o Working capital targets
o Net operating profit o Debt and debt-related
ratios, including debt to
o Return measures (including, but total market
not limited to, return on assets, capitalization and fixed
capital or equity) charge coverage ratios
o Cash flow (including, but not o Investments in real estate
limited to, operating cash flow owned directly or
and free cash flow) indirectly through
investments in ventures
o Cash flow return on capital;
o Net asset value per share.
o Earnings before or after taxes,
interest, depreciation, and/or
amortization
The performance targets listed above may be measured on a corporate,
subsidiary or business unit basis, or on any combination. Performance targets
may also be based on Regency's performance relative to a peer group of
companies, a published index, or the compensation committee may select the
performance target relating to share price above as compared to various stock
market indices.
If extraordinary events occur that cause the performance targets listed
above to be inappropriate measures of achievement for a given performance
period, the plan provides that the compensation committee may change the targets
in its sole discretion. Such changes may take place at any time prior to the
final determination of a performance award, but the plan precludes the
compensation committee from increasing the compensation otherwise payable under
a performance award intended to qualify under Section 162(m).
-23-
The performance targets listed above must be re-approved by the
shareholders every five years in order for performance awards granted after the
date of approval to qualify under Section 162(m).
Summary of Other Features of the Plan
The following is a brief summary of other provisions of the plan, none
of which have been materially changed by the amendments.
General. The common stock issued under the plan may be authorized and
unissued shares or treasury shares. In the event of transactions affecting the
type or number of outstanding shares, the number of shares subject to the plan,
the number or type of shares subject to outstanding awards, the Section 162(m)
annual limits on individual grants, and the exercise price of options may be
appropriately adjusted. The plan (1) authorizes the award of options, stock
appreciation rights, dividend equivalents and performance-based awards, (2)
authorizes the award of share grants (any of which may be subject to
restrictions) and stock rights awards, (3) provides for payment of fees to
outside directors in shares unless the director elects payment in cash, and (4)
allows for the establishment of other types of stock-based incentive programs.
The compensation committee administers the plan. The compensation
committee designates all key employees of Regency or any of its affiliates who
are eligible to participate in the plan. As of March 21, 2003, approximately 85
persons were eligible to participate. Subject to the terms of the plan, the
compensation committee determines which employees receive awards, and the type,
amount, price, timing, vesting schedules and other terms and conditions of
awards. The board of directors is authorized to grant additional awards to
non-employee directors, subject to the plan. The amended plan eliminates annual
formula grants of options to outside directors.
The plan permits the compensation committee to grant substitute awards
under the plan in connection with business combinations as part of severance
compensation even though the recipients do not become Regency employees. The
amended plan also permits the grant of awards to other types of non-employee
participants designated by the compensation committee, to provide flexibility in
case Regency engages key personnel as independent contractors rather than
employees, such as consultants or advisors.
Restricted Stock and Stock Rights Awards. The compensation committee
may grant restricted stock subject to transfer restrictions and risk of
forfeiture unless vesting provisions are satisfied. The committee also may grant
stock rights awards entitling the recipient to receive shares of common stock
upon the satisfaction of vesting provisions. As described in the Compensation
Committee Report above, our current compensation philosophy is to focus
primarily on stock rights awards that vest based on years of service, with the
opportunity for accelerated vesting for senior executives based on the
achievement of performance targets such as growth in FFO per share.
Options. Options awarded under the plan may be either incentive stock
options within the meaning of Section 422 of the Internal Revenue Code, which
permits the deferral of taxable income related to the exercise of such options,
or nonqualified options not entitled to such deferral. The compensation
committee fixes the exercise price and term of each option or stock appreciation
right, but the exercise price for all options must be at least equal to the fair
market value of the stock on the date of grant. The aggregate fair market value
(determined at
-24-
the time the option is granted) of shares with respect to which incentive stock
options may be granted to any one individual under the plan, or any other plan
of Regency or any parent or subsidiary, which stock options are exercisable for
the first time during any calendar year, may not exceed $100,000. An optionee
may, with the consent of the compensation committee, (1) elect to pay for the
shares to be received upon exercise of his or her options in cash or shares of
Regency common stock or any combination thereof and (2) elect to pay withholding
taxes with shares.
The compensation committee may grant replenishment options equal to the
number of shares delivered in payment of the exercise price of the original
option. To qualify for a replenishment option, the participant must have held
the shares delivered in payment of the exercise price for at least six months,
and the fair market value of the shares acquired on exercise must be at least
20% greater than the exercise price. Replenishment options expire on the same
date as the original options but have an exercise price equal to the fair market
value of the shares surrendered. Replenishment options encourage Regency
employees to deliver previously acquired shares in payment of the exercise price
of their options, thereby reducing the immediate dilutive effect to Regency of
the exercise, and also encourage share retention by participants.
The compensation committee intends to suspend the use of the
replenishment feature with new option grants until proposed changes in the
accounting treatment of replenishment options under GAAP are adopted. In
addition, the compensation committee intends to take the value of replenishment
options into account when granting options with this feature in the future,
thereby reducing the total number of options that are granted to a participant.
Federal Income Tax Treatment of Options. The following discussion is
provided in compliance with the proxy rules of the Securities and Exchange
Commission.
The holder of an incentive option generally recognizes no income for
federal income tax purposes at the time of the grant or exercise of the option.
However, the spread between the exercise price and the fair market value of the
underlying shares on the date of exercise generally will constitute a tax
preference item for purposes of the alternative minimum tax. The optionee
generally will be entitled to long term capital gain treatment upon the sale of
shares acquired on the exercise of an incentive stock option, if the optionee
has held the shares for more than two years from the date of the option grant
and for more than one year after exercise. Generally, if the optionee disposes
of the stock before the expiration of either of these holding periods (a
"disqualifying disposition"), the gain realized on disposition will be
compensation income to the optionee to the extent the fair market value of the
underlying stock on the date of exercise exceeds the exercise price. Regency
will not be entitled to an income tax deduction in connection with the exercise
of an incentive stock option but will generally be entitled to a deduction equal
to the amount of any ordinary income recognized by an optionee upon a
disqualifying disposition.
A participant will not recognize taxable income at the time a
non-qualified option is granted. The exercise of a non-qualified stock option
will generally be a taxable event that requires the participant to recognize, as
ordinary income, the difference between the fair market value of the shares at
the time of exercise and the option exercise price. Receipt of shares in payment
of a dividend equivalent unit held by the participant will generally be a
taxable event that will require the participant to recognize, as ordinary
income, the fair market value of the shares at the time of receipt. Regency
ordinarily will be entitled to claim a federal income tax deduction on account
of the exercise of a non-qualified option and settlement of dividend
-25-
equivalent units. The amount of the deduction will equal the ordinary income
recognized by the participant.
Additional Information on Awards
As of March 21, 2003, the following awards were outstanding under the
plan, all of which were granted before the board's adoption of the amended and
restated plan:
Awards Number of Shares
------ ----------------
Options 3,097,859
Restricted stock and stock rights 957,950
Dividend equivalents 157,391
For additional information on awards held by executive officers, see
"Compensation Committee Report - What are the components of long-term incentive
compensation?" and the summary compensation table and options tables appearing
elsewhere in this proxy statement. As of March 21, 2003, employees other than
executive officers held awards covering a total of 2,873,942 shares and
non-employee directors held awards covering a total of 55,745 shares. See
"Voting Securities - Stock Ownership Policy for Officers and Directors" for
information on our new policy on stock ownership by officers and directors.
Equity Compensation Plan Information
The following table presents additional information about our equity
compensation plans as of December 31, 2002:
(a) (b) (c)
------------------------ ----------------------- ------------------------
Number of securities
remaining available
for future issuance
Number of securities Weighted-average under equity
to be issued upon exercise price of compensation plans
exercise of outstanding (excluding securities
outstanding options, options, warrants reflected in
Plan Category warrants and rights and rights column (a))
- ------------------------------------ ------------------------ ----------------------- ------------------------
Equity compensation plans
approved by security holders.... 3,097,859(1) $27.47 1,348,880(1)(2)
Equity compensation plans not
approved by security holders.... N/A N/A 11,992
------------------------ ----------------------- ------------------------
Total........................ 3,097,859 $27.47 1,360,872
- ------------------------------------
(1) Excludes 957,950 shares subject to unvested restricted stock or stock
rights awards and 157,391 shares reserved for issuance upon vesting of
unvested dividend equivalents.
(2) Our 1993 Long Term Omnibus Plan provides for the issuance of up to 12%
of Regency's outstanding common stock and common stock equivalents, but
not to exceed 8.5 million shares. The shares shown in column (c) as
available for awards at December 31, 2002 are based on this 12%
formula.
-26-
Regency's Stock Grant Plan for non-key employees is the only equity
compensation plan that our shareholders have not approved. This Plan provides
for the award of a stock bonus of a specified value to each non-key employee on
the 1st anniversary date and every 5th anniversary date of their employment. For
example, each non-manager employee receives $500 in shares at the specified
anniversary dates based on the average fair market value of Regency's common
stock for the most recent quarter prior to the anniversary date. A total of
30,000 shares of common stock have been reserved for issuance under this Plan,
of which 11,992 shares were available for issuance at December 31, 2002.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The board of directors has selected the firm of KPMG LLP to serve as
the independent certified public accountants for Regency for the current fiscal
year ending December 31, 2003. That firm has served as the auditors for Regency
since 1993. Representatives of KPMG LLP are expected to be present at the annual
meeting of shareholders and will be accorded the opportunity to make a
statement, if they so desire, and to respond to appropriate questions.
The following table provides information relating to the fees billed to
Regency by KPMG LLP for the year ended December 31, 2002:
Audit Fees1 $ 425,000
Financial Information Systems Design and
Implementation Fees
$ -0-
All Other Fees2
Extended audit procedures - construction and
lease administration $ 115,000
Separate audits of joint ventures $ 126,000
Audit of Regency's employee benefit plan $ 21,000
SEC compliance related to debt offerings $ 48,672
Tax compliance services $ 66,850
- -------------------------
1 Audit fees include all fees and out-of-pocket expenses for services in
connection with the annual audits and review of quarterly financial
statements for Regency and its operating partnership, Regency Centers,
L.P.
2 The audit committee discussed these services with KPMG LLP and
determined that their provision would not impair KPMG LLP's
independence.
OTHER MATTERS
The board of directors does not know of any other matters to come
before the meeting. However, if any other matters properly come before the
meeting, it is the intention of the persons designated as proxies to vote in
accordance with their best judgment on such matters. If any other matter should
come before the meeting, action on such matter will be approved if the number of
votes cast in favor of the matter exceeds the number opposed.
-27-
SHAREHOLDER PROPOSALS
Regulations of the Securities and Exchange Commission require proxy
statements to disclose the date by which shareholder proposals must be received
by the company in order to be included in the company's proxy materials for the
next annual meeting. In accordance with these regulations, shareholders are
hereby notified that if, pursuant to Rule 14a-8, they wish a proposal to be
included in Regency's proxy statement and form of proxy relating to the 2004
annual meeting, a written copy of their proposal must be received at Regency's
principal executive offices no later than December 4, 2003. Proposals must
comply with the proxy rules relating to shareholder proposals in order to be
included in Regency's proxy materials. Notice to Regency of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 will be considered
untimely if received by Regency after December 4, 2003. To ensure prompt receipt
by Regency, proposals should be sent certified mail, return receipt requested.
ANNUAL REPORT
A copy of Regency's annual report for the year ended December 31, 2002
accompanies this proxy statement. Additional copies may be obtained by writing
to Diane Ortolano, at Regency's principal executive offices, at the address set
forth below.
A copy of Regency's annual report on Form 10-K will be provided,
without charge, upon written request addressed to Ms. Ortolano at Regency's
principal executive offices at 121 West Forsyth Street, Suite 200, Jacksonville,
Florida 32202.
Regency's annual report to shareholders and Form 10-K are also
available on our website at www.regencycenters.com.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by Regency. Regency may
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expenses for sending proxy material to principals
and obtaining their proxies.
PLEASE SPECIFY YOUR CHOICES, DATE, SIGN AND RETURN THE ENCLOSED PROXY
IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH HAS BEEN PROVIDED. YOUR PROMPT
RESPONSE WILL BE APPRECIATED. IF SUBMITTING YOUR PROXY VIA THE INTERNET PLEASE
CAREFULLY FOLLOW THE INSTRUCTIONS ON YOUR PROXY CARD.
-28-
Appendix 1
Amended and Restated
Long Term Omnibus Plan
A-1
REGENCY CENTERS CORPORATION
LONG TERM OMNIBUS PLAN
REGENCY CENTERS CORPORATION
LONG TERM OMNIBUS PLAN
Table of Contents
Page
Article I. Purpose.....................................................1
1.1 Purpose.....................................................1
1.2 Extension of Plan...........................................1
1.3 Application of Plan to Prior Awards.........................1
Article II. Definitions.................................................1
2.1 Affiliate...................................................1
2.2 Award.......................................................1
2.3 Award Agreement.............................................1
2.4 Board.......................................................1
2.5 Code........................................................1
2.6 Committee...................................................1
2.7 Company.....................................................2
2.8 Directors' Fees.............................................2
2.9 Dividend Equivalent Units...................................2
2.10 Exchange Act................................................2
2.11 Fair Market Value...........................................2
2.12 Incentive Stock Option......................................2
2.13 Key Employee................................................2
2.14 Non-Employee Director.......................................2
2.15 Non-Qualified Stock Option..................................2
2.16 Option......................................................3
2.17 Participant.................................................3
2.18 Performance Award...........................................3
2.19 Plan........................................................3
2.20 Quarterly Period............................................3
2.21 Released Securities.........................................3
2.22 Restricted Stock............................................3
2.23 Rule 16b-3..................................................3
2.24 Share Equivalents...........................................3
2.25 Shares......................................................3
2.26 Share Value.................................................3
2.27 Stock Appreciation Right....................................3
2.28 Stock Right.................................................3
Article III. Administration..............................................4
3.1 Committee...................................................4
3.2 Delegation of Authority.....................................4
Article IV. Shares......................................................5
4.1 Number of Shares Available; Shares Subject to Terminated
Awards......................................................5
4.2 Limitation on Outstanding Awards............................5
4.3 Adjustments.................................................6
i
4.4 Individual Limits...........................................6
Article V. Participation...............................................6
Article VI. Stock Options and Stock Appreciation Rights.................7
6.1 Stock Options...............................................7
6.2 Stock Appreciation Rights...................................8
Article VII. Dividend Equivalent Units...................................9
7.1 Dividend Equivalent Units...................................9
Article VIII. Restricted Stock and Stock Rights...........................9
8.1 Restricted Stock............................................9
8.2 Stock Rights...............................................10
Article IX. Performance Awards.........................................10
9.1 Performance Awards.........................................10
Article X. Other Share-Based Awards...................................13
10.1 Grant of Other Awards......................................13
10.2 Terms of Other Awards......................................13
Article XI. Payment of Director's Fees................................13
11.1 Payment in Shares..........................................13
11.2 Optional Payment in Cash...................................13
Article XII. Terms Applicable to All Awards Granted Under the Plan......13
12.1 Award Agreement............................................13
12.2 Consideration for Awards...................................14
12.3 Awards May Be Granted Separately or Together; No
Limitations on Other Awards to Non-Employee Directors......14
12.4 Limitations on Transfer of Awards..........................14
12.5 Term.......................................................14
12.6 Taxes......................................................14
12.7 Rights and Status of Recipients............................14
12.8 Awards Not Includable for Benefit Purposes.................15
12.9 Share Certificates; Representation by Participants;
Registration Requirements..................................15
12.10 Amendments to Awards.......................................15
12.11 Repricing Prohibited.......................................15
12.12 Adjustment to Awards Upon Certain Acquisitions.............15
12.13 Correction of Defects, Omissions, and Inconsistencies......15
12.14 Compliance with Laws.......................................16
Article XIII. Amendment and Termination..................................16
13.1 Amendment..................................................16
13.2 Termination................................................16
Article XIV. General Provisions.........................................16
14.1 Effective Date of the Plan.................................16
14.2 Term of Plan...............................................16
14.3 Governing Law; Dispute Resolution..........................16
ii
14.4 Unfunded Status of Plan....................................17
14.5 Headings...................................................17
14.6 Severability...............................................17
14.7 Gender; Number.............................................17
Appendix A.........................................................A-1
iii
REGENCY CENTERS CORPORATION
LONG TERM OMNIBUS PLAN
Article I. Purpose
1.1 Purpose. The purpose of the Regency Centers Corporation Long
Term Omnibus Plan, as set forth in this document, is to assist Regency Centers
Corporation, together with any successor thereto, and its Affiliates, to attract
and retain highly competent individuals to serve as Key Employees, consultants
or advisors to the Company or an Affiliate, and Non-Employee Directors who will
contribute to the Company's success, and to motivate such individuals to achieve
long-term objectives which will inure to the benefit of all shareholders of the
Company. This Plan is intended to be an amendment to and restatement of the
Regency Realty Corporation 1993 Long Term Omnibus Plan.
1.2 Extension of Plan. Authority to grant Incentive Stock Options
under the Regency Realty Corporation 1993 Long Term Omnibus Plan was originally
scheduled to expire on September 23, 2003. The Company's Board of Directors
approved the amendment, restatement and extension of the Plan (as set forth
herein) on March 21, 2003, subject to approval by the Company's shareholders.
1.3 Application of Plan to Prior Awards. Any Awards granted under
the Regency Realty Corporation 1993 Long Term Omnibus Plan prior to March 21,
2003, shall be administered under, and subject to the provisions of, this Plan,
except to the extent, if any, the provisions of this Plan, as amended and
restated, adversely affect the terms of any such Award.
Article II. Definitions
For purposes of this Plan, capitalized terms shall have the following
meanings:
2.1 Affiliate means any entity of which shares (or other ownership
interests) having 50 percent or more of the voting power are owned or
controlled, directly or indirectly, by the Company. Solely for purposes of
determining which employees are eligible for the grant of an Incentive Stock
Option, the term "Affiliate" shall apply only to corporate Affiliates.
2.2 Award means any Non-Qualified Stock Options or Incentive Stock
Options, Stock Appreciation Rights, Dividend Equivalent Units, Restricted Stock,
Stock Rights, Performance Awards, or any other award made under the terms of the
Plan.
2.3 Award Agreement means a written agreement, contract, or other
instrument or document specifically setting forth the terms and conditions of
any Award.
2.4 Board means the Board of Directors of the Company.
2.5 Code means the Internal Revenue Code of 1986, as amended from
time to time. Any reference to a specific provision of the Code shall be deemed
to include reference to any successor provision thereto.
2.6 Committee means a committee of the Board designated by the Board
to administer the Plan and comprised solely of at least two directors, each of
whom must qualify
as an "outside director" within the meaning of Code Section 162(m) and as a
"non-employee" director within the meaning of Rule 16b-3.
2.7 Company means Regency Centers Corporation, or any successor
thereto.
2.8 Directors' Fees means the total amount each Non-Employee
Director is entitled to receive as fees, including fees for service as a
committee member and chair, for serving as a director of the Company, and any
attendance or other director fees or payments for other services of the Non-
Employee Director to the Company or its Affiliates.
2.9 Dividend Equivalent Units means the right to receive a payment
based on dividends paid on Shares, which right may be awarded as described in
Article VII.
2.10 Exchange Act means the Securities Exchange Act of 1934, as
amended. Any reference to a particular provision of the Exchange Act shall be
deemed to include reference to any successor provision thereto.
2.11 Fair Market Value means, unless otherwise determined by the
Committee or Board, as applicable, with respect to a Share on the relevant date,
(a) if the Shares are listed on a national securities exchange, the last sales
price as reported for the immediately preceding date on which there was a sale
of Shares on such exchange; (b) if the Shares are not listed on a national
securities exchange, but are traded in an over-the-counter market, the last
sales price (or, if there is no last sales price reported, the average of the
closing bid and asked prices) for the Shares on the immediately preceding date
on which there was a sale of or quotation for Shares on that market; or (c) if
the Shares are neither listed on a national securities exchange nor traded in an
over-the-counter market, the price determined by the Committee or Board, as
applicable. With respect to any other property, the fair market value of such
property shall be determined by such methods or procedures as the Committee or
Board, as applicable, establishes.
2.12 Incentive Stock Option means an Option designated as an
incentive stock option and that meets the requirements of Code Section 422.
2.13 Key Employee means any officer or other key employee of the
Company or 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. In connection with any merger,
acquisition or other business combination to which the Company or any Affiliate
is a party, the Committee is authorized to designate other persons who may be
deemed Key Employees for purposes of the Plan (other than with respect to the
award of Incentive Stock Options) where such persons are key employees of
another party to the business combination (or key employees of any affiliate of
such party) but do not become employees of the Company or any Affiliate
following the business combination, provided that the Committee determines that
granting substitute Awards under the Plan, in place of outstanding awards held
by the recipient under one or more plans of the predecessor employer,
constitutes appropriate severance compensation.
2.14 Non-Employee Director means each member of the Board who is not
an employee of the Company or any Affiliate.
2.15 Non-Qualified Stock Option means an Option that is not an
Incentive Stock Option.
2
2.16 Option means the right, granted pursuant to Article VI, to
purchase Shares at a specified price over a specified period of time, including
any replenishment feature which also may be awarded.
2.17 Participant means any Key Employee, consultant or advisor to the
Company, or Non-Employee Director who receives an Award, and to the extent
applicable, includes any other individual who holds an outstanding Award
(including, but not limited to, any individual who inherits a Participant's
Award following the Participant's death).
2.18 Performance Award means the right, granted pursuant to Article
IX, to receive cash and/or Shares at the end of a specified period subject to
the attainment of performance goals.
2.19 Plan means this Regency Centers Corporation Long Term Omnibus
Plan, as it may be amended from time to time. The Plan was previously named the
"Regency Realty Corporation 1993 Long Term Omnibus Plan."
2.20 Quarterly Period means a consecutive three month period
commencing on the first day of each January, April, July and October.
2.21 Released Securities mean Shares of Restricted Stock with respect
to which all applicable restrictions have expired, lapsed, or been waived.
2.22 Restricted Stock means Shares, granted pursuant to Article VIII,
that are subject to restrictions on transferability and a risk of forfeiture.
2.23 Rule 16b-3 means Rule 16b-3 as promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act, as the same may be
amended from time to time, and any successor rule.
2.24 Share Equivalents means securities of the Company or any
Affiliate which are convertible into or exchangeable for Shares, including units
of limited partnership interest of Regency Centers, L.P. which are exchangeable
for Shares, but shall exclude Options and any Shares of special common stock of
the Company counted as Shares.
2.25 Shares mean the shares of common stock of the Company, $.01 par
value per share, subject to adjustment under Section 4.3. Shares shall also
include shares of special common stock of the Company, $.01 par value per share,
except that if shares of special common stock are convertible into a different
number of shares of common stock, such shares of special common stock shall be
treated as Share Equivalents.
2.26 Share Value means the value of a Share based on the average of
the closing prices of a Share, as the Board determines, during the Quarterly
Period.
2.27 Stock Appreciation Right means the right, granted pursuant to
Article VI, to receive cash and/or Shares equal in value to the appreciation in
the Fair Market Value of a Share over a specified period of time.
2.28 Stock Right means the right, granted pursuant to Article VIII,
to receive Shares over a specified period of time.
3
Article III. Administration
3.1 Committee. The Committee will administer the Plan; however with
respect to Key Employees, consultants or advisors, and the Board will administer
the Plan with respect to Non-Employee Directors. If, however, the Committee is
not in existence, the Board shall assume the functions of the Committee and all
references to the Committee in the Plan shall mean the Board. Subject to the
terms of the Plan and applicable law, the Committee or Board, as applicable,
shall have full power and authority to:
(a) designate eligible individuals to be Participants;
(b) determine the type or types of Awards to be granted to
such Participants;
(c) determine the number of Shares to be covered by (or with
respect to which payments, rights, or other matters are to be calculated in
connection with) Awards granted to such Participants;
(d) determine the terms and conditions of any Award granted
to such Participants;
(e) determine whether, to what extent, and under what
circumstances Awards granted to such Participants may be settled or exercised in
cash, Shares, other securities, other awards, or other property, or canceled,
forfeited, or suspended to the extent permitted in the Plan, and the method or
methods by which Awards may be settled, exercised, canceled, forfeited, or
suspended;
(f) determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other property, and
other amounts payable with respect to an Award granted to such Participants
shall be deferred either automatically or at the election of the holder thereof;
(g) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan (including, without
limitation, any Award Agreement);
(h) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and
(i) make any other determination and take any other action
that the Committee or Board, as applicable, deems necessary or desirable for the
administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the discretion of the Committee or Board,
as applicable, may be made at any time, and shall be final, conclusive, and
binding upon all persons, including the Company, any Affiliate, any Participant,
any shareholder, and any employee of the Company or of any Affiliate.
3.2 Delegation of Authority. To the extent permitted by applicable
law, the Board may, in its discretion, delegate to another committee of the
Board or to one or more officers of the Company any or all of the authority and
responsibility of the Committee with respect to Awards to Key Employees,
consultants or advisors, other than those who are subject to the
4
provisions of Section 16 of the Exchange Act and Code Section 162(m) at the time
any such delegated authority or responsibility is exercised. To the extent that
the Board has delegated to such other committee or one or more officers the
authority and responsibility of the Committee, all references to the Committee
herein shall include such other committee or one or more officers.
Article IV. Shares
4.1 Number of Shares Available; Shares Subject to Terminated Awards
(a) Number of Shares Available. The maximum number of Shares
which may be issued under this Plan after the restated Effective Date (as
specified in Section 14.1) is 5,000,000, of which 2,446,905 Shares represent
Shares that were previously approved by shareholders for issuance under the
terms of the Regency Realty Corporation 1993 Long Term Omnibus Plan but which
were not issued as of the restated Effective Date. Shares available 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, provided that
(1) the aggregate number of Shares that may be issued in respect of Restricted
Stock Awards, Stock Rights Awards, Performance Awards or Dividend Equivalent
Units settled in Shares, and any other Share-Based Awards (other than Options or
similar stock purchase rights) which are settled in Shares is 2,750,000, and
(2) the aggregate number of Shares that may be issued pursuant to Incentive
Stock Options is 3,000,000. The Shares to be offered under the Plan may be
authorized and unissued Shares or treasury Shares.
(b) Shares Subject to Terminated Awards. Shares shall be
deemed to have been issued under the Plan only to the extent actually issued and
delivered pursuant to an Award. To the extent that an Award lapses or the rights
of its holder terminate, any Shares subject to such Award may again be subject
to new Awards under this Plan. In the event the exercise price of an Option is
paid in whole or in part through the delivery (or withholding) of Shares, only
the net number of Shares issued in connection with the exercise of the Option
shall reduce the number of Shares reserved for issuance under the Plan. In the
event that a Participant satisfies his or her withholding tax payments related
to an Award in whole or in part through the delivery (or withholding) of Shares
pursuant to Section 12.6, the Shares delivered (or withheld) in payment in
respect of such withholding tax payments may be subject to new Awards under this
Plan. The provisions set forth in this Section 4.1(b) for calculating the
replenishment of Shares reserved for issuance under the Plan shall apply to all
Awards issued under this Plan prior to and after the restated Effective Date and
all Shares delivered (or withheld) in payment of an exercise price or tax
withholding with respect to any such Award. Notwithstanding the foregoing,
Shares delivered (or withheld) in payment of an option exercise price or in
respect of withholding tax payments related to an Award may not be subject to
new Incentive Stock Options under this Plan.
4.2 Limitation on Outstanding Awards(a). At any one time, the number
of Shares covered by an outstanding Award or to which an outstanding Award
relates (whether granted prior to or after the restated Effective Date) may not
exceed twelve (12) percent of the Company's then outstanding Shares and Share
Equivalents except that this twelve (12) percent limitation shall not invalidate
any Awards made prior to a decrease in the number of outstanding Shares or Share
Equivalents even though such Awards have resulted or may result in Shares
constituting more than twelve (12) percent of the then outstanding Shares and
Share Equivalents. The number of Shares covered by an Award, or to which such
Award relates, shall be counted on the date of grant of such Award against the
limit described in this Section 4.2.
5
Any Shares issued pursuant to an Award, including Shares issued upon the
exercise of an Option, shall cease to be considered subject to an Award for
purposes of this Section 4.2 unless such Shares are subject to a risk of
forfeiture because they are not vested.
4.3 Adjustments. In the event that the Committee or Board, as
applicable, determines that any dividend or other distribution (whether in the
form of cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase, or exchange of securities of the Company,
or other similar corporate transaction or event, affects the Shares such that
the Committee or Board, as applicable, determines an adjustment is appropriate
in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under an Award or the Plan, then the
Committee or Board, as applicable, may, in such manner as it may deem equitable,
adjust any or all of (a) the number and type of Shares subject to the Plan and
which thereafter may be issued under the Plan, including the individual limits
described in Section 4.4, (b) the number and type of Shares subject to
outstanding Awards, (c) the grant, purchase, or exercise price with respect to
any Award, and (d) the number and type of outstanding Dividend Equivalent Units;
or, if deemed appropriate, make provisions for a cash payment to the holder of
an outstanding Award in lieu of any such adjustment; provided, however, that the
number of Shares subject to any Award payable or denominated in Shares shall
always be a whole number. Without limitation, in the event of any
reorganization, merger, consolidation, combination or other similar corporate
transaction or event (other than any such transaction in which the Company is
the continuing corporation and in which the outstanding common stock is not
being converted into or exchanged for different securities, cash or other
property, or any combination thereof), the Committee or Board, as applicable,
may substitute, on an equitable basis as the Committee or Board, as applicable,
determines, for Shares then subject to an Award, the number and kind of shares
of stock, other securities, cash or other property to which holders of common
stock are or will be entitled in respect of such Shares pursuant to the
transaction.
4.4 Individual Limits. Notwithstanding any other provision of the
Plan, with respect to Awards that are intended to satisfy the requirements for
performance-based compensation under Code Section 162(m):
(a) the maximum number of Options and Stock Appreciation
Rights, in the aggregate, which may be awarded pursuant to Article VI to any
individual Key Employee during any calendar year is 800,000 Shares and/or
Rights;
(b) the maximum number of Shares of Restricted Stock and/or
Shares subject to a Stock Rights Award that may be granted pursuant to Article
VIII to any individual Key Employee during any calendar year is 400,000 Shares;
and
(c) the maximum amount payable (in cash, Shares valued at
Fair Market Value at the date of issuance, or a combination of both) with
respect to all Performance Awards granted pursuant to Article IX to any
individual Key Employee during a calendar year is $5,000,000.
Article V. Participation
The Committee may designate any Key Employee, including any
executive officer or employee-director of the Company or any Affiliate, or
consultant or advisor to the
6
Company or an Affiliate, as a Participant. The Board may designate any
Non-Employee Director as a Participant.
Article VI. Stock Options and Stock Appreciation Rights
6.1 Stock Options. Subject to the terms of the Plan, the Committee
may grant to Key Employees, consultants or advisors, and the Board may grant to
Non-Employee Directors, Options with such terms and conditions as the Committee
or Board, as applicable, determines.
(a) Terms and Conditions of Options. Subject to the terms of
the Plan, at the time of grant of an Option, the Committee or Board, as
applicable, shall determine:
(1) whether the Option will be a Non-Qualified or
Incentive Stock Option, provided that Incentive Stock Options may only
be granted to Key Employees;
(2) the date of grant, which may not be earlier than
the date on which the Committee or Board, as applicable, approves such
grant;
(3) the exercise price per Share, which may not be
less than 100% of the Fair Market Value of a Share on the date of grant;
(4) the number of Shares subject to the Option;
(5) the term of the Option, provided that no
Incentive Stock Option shall be exercisable more than ten years after
the date of grant;
(6) whether the Option will be subject to
performance targets and waiting periods, and the manner in which and
within such period or periods the Option will be exercisable (including
but not limited to in installments);
(7) the method or methods by which payment of the
exercise price of the Option may be made or deemed to have been made
(including payment in accordance with a cashless exercise program under
which, if so instructed by the Participant, Shares may be issued
directly to the Participant's broker or dealer upon receipt of the
purchase price in cash from the broker or dealer), and the form or forms
of payment, including, without limitation, cash, Shares, other
securities, other Awards, or other property, or any combination thereof,
having a Fair Market Value on the exercise date equal to the relevant
exercise price; provided that no Shares shall be issued until full
payment has been made. A Participant shall generally have the rights to
dividends or other rights of a shareholder with respect to Shares
subject to the Option when the Participant has given written notice of
exercise and has paid for such Shares as provided herein. Notwith-
standing the foregoing, if payment in full or in part has been made in
the form of Restricted Stock, an equivalent number of Shares issued on
exercise of the Option shall be subject to the same restrictions and
conditions for the remainder of the restriction period applicable to the
Restricted Stock surrendered therefor; and
(8) any other terms and conditions that are not
inconsistent with the terms of this Plan.
7
(b) Incentive Stock Options. The terms of any Incentive
Stock Option shall comply in all respects with the provisions of Code Section
422, and any regulations promulgated thereunder.
(c) Replenishment Feature. The Committee or Board, as
applicable, may specify, at the time of grant or, with respect to Non-qualified
Stock Options, at or after the time of grant, that a Participant's Options,
in part or in whole, shall include a "replenishment feature." The replenishment
feature provides that at such time as the original Option is exercised, the
Participant will automatically be granted a new Option to purchase a number of
Shares equal to the number of Shares used by the Participant to pay the Option
exercise price on the original Option (the "Payment Shares"), provided that,
unless determined otherwise by the Committee or Board, as applicable, the
replenishment Option will not be granted unless (1) the Participant has owned
the Payment Shares for at least six (6) months prior to tendering such Payment
Shares and (2) the Fair Market Value of a Share has increased by at least twenty
percent (20%) over the exercise price per Share under the Option as of the date
of exercise. If a replenishment Option is granted to the Participant, the
Participant will be prohibited from tendering a number of Shares issued upon the
exercise of the original Option equal to the Payment Shares (the "Replacement
Shares") to pay the exercise price of any subsequent Option exercise for at
least six (6) months from the date on which the Replacement Shares are issued.
A replenishment Option shall have an exercise price equal to the Fair Market
Value of the Shares on the date it is granted and shall expire on the stated
expiration date of the original Option. The Committee or Board, as applicable,
may determine such other terms and conditions for the replenishment Option that
are not inconsistent with the terms of the Plan.
6.2 Stock Appreciation Rights. Subject to the terms of the Plan, the
Committee may grant to Key Employees, consultants or advisors, and the Board may
grant to Non-Employee Directors, Stock Appreciation Rights with such terms and
conditions as the Committee or Board, as applicable, determines. Stock
Appreciation Rights granted in tandem with Incentive Stock Options may only be
granted simultaneously with the grant of the related Incentive Stock Option.
Subject to the terms of the Plan, the Committee or Board, as applicable, shall
determine at the time of grant with respect to each Stock Appreciation Right:
(a) the date of grant, which may not be earlier than the
date on which the Committee or Board, as applicable, approves such grant;
(b) the grant price, which may not be less than 100% of the
Fair Market Value of a Share on the date of grant;
(c) the number of Shares with respect to which the Stock
Appreciation Right is granted;
(d) the term, methods of exercise, methods of settlement
(including whether Stock Appreciation Rights will be settled in cash, Shares,
other securities, other Awards, or other property, or any combination thereof),
and
(e) any other terms and conditions that are not inconsistent
with the terms of the Plan.
In addition, the Committee or Board, as applicable, may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it deems
appropriate.
8
Article VII. Dividend Equivalent Units
7.1 Dividend Equivalent Units. Subject to the terms of the Plan,
the Committee may grant to Key Employees, consultants or advisors, and the Board
may grant to Non-Employee Directors, Dividend Equivalent Units with such terms
and conditions as the Committee or Board, as applicable, determines. Subject to
the terms of the Plan, at the time of grant of a Dividend Equivalent Unit, the
Committee or Board, as applicable, shall determine:
(b) the date of grant, which may not be earlier than the
date on which the Committee or Board, as applicable, approves such grant;
(c) the number of Shares with respect to which the Dividend
Equivalent Unit is granted;
(d) the method for determining the value of a Dividend
Equivalent Unit;
(e) the timing and methods of settlement (including whether
Dividend Equivalent Units will be settled in cash, Shares, other securities,
other Awards, other property, or any combination thereof); and
(f) any other terms and conditions that are not inconsistent
with the terms of the Plan.
Article VIII. Restricted Stock and Stock Rights
8.1 Restricted Stock. Subject to the terms of the Plan, the
Committee may grant to Key Employees, consultants or advisors, and the Board may
grant to Non-Employee Directors, Awards of Restricted Stock with such terms and
conditions as the Committee or Board, as applicable, determines.
(a) Restrictions. The Committee or Board as applicable, may
grant to any Key Employee, consultant, advisor or Non-Employee Director an Award
of Restricted Stock in such number, and subject to such terms and conditions
relating to forfeitability (whether based on performance standards, periods of
service or otherwise) and relating to restrictions (including, without
limitation, any limitation on the right to vote a share of Restricted Stock or
the right to receive any dividend or other right or property), which
restrictions may lapse separately or in combination at such time or times, in
such installments or otherwise, as the Committee or Board, as applicable, deems
appropriate; provided that with respect to any Award of Restricted Stock
intended to qualify as performance-based compensation under Code Section 162(m),
the lapsing of the restrictions shall be subject to the performance targets
specified in Section 9.1(b).
(b) Registration. The Committee or Board, as applicable,
shall determine the manner in which Restricted Stock will be evidenced,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued in
respect of Shares of Restricted Stock, such certificate shall be registered in
the name of the Participant and shall bear an appropriate legend (as determined
by the Committee or Board, as applicable) referring to the terms, conditions,
and restrictions applicable to such Restricted Stock. In addition, the Company
may hold Shares of Restricted Stock in escrow pending the lapse of the
restrictions, unless otherwise determined by the Committee or Board, as
applicable.
9
(c) Shareholder Rights. Unless otherwise determined by the
Committee or Board, as applicable, and provided in an Award Agreement, a
Participant shall become a shareholder of the Company with respect to all Shares
of Restricted Stock and shall have all of the rights of a shareholder,
including, but not limited to, the right to vote such Shares and the right to
receive dividends (or dividend equivalents); provided, however, that any Shares
distributed as a dividend or otherwise with respect to any Restricted Stock as
to which the restrictions have not yet lapsed shall be subject to the same
restrictions, and evidenced in the same manner, as such Restricted Stock.
(d) Payment of Restricted Stock. At the end of the
applicable restriction period relating to Restricted Stock, one or more stock
certificates for the appropriate number of Shares, free of restrictions, shall
be delivered to the Participant, or, if the Participant received stock
certificates representing the Restricted Stock at the time of grant, the legends
placed on such certificates shall be removed upon request of the Participant.
(e) Forfeiture. Unless the Committee or Board, as
applicable, determines otherwise and sets forth in the Award Agreement, upon
termination of employment or service of a Participant (as determined under
criteria established by the Committee or Board, as applicable) for any reason
during the applicable restriction period, all Shares of Restricted Stock still
subject to restriction shall be forfeited by the Participant and reacquired by
the Company; provided, however, that the Committee or Board, as applicable, may,
when it finds that a waiver would be in the interests of the Company, waive in
whole or in part any or all remaining restrictions with respect to Shares of
Restricted Stock.
8.2 Stock Rights. Subject to the terms of the Plan, the Committee
may grant to Key Employees, consultants or advisors, and the Board may grant to
Non-Employee Directors, Stock Rights with such terms and conditions as the
Committee or Board, as applicable, determines. Subject to the terms of the Plan,
the Committee or Board, as applicable, shall determine at the time of grant with
respect to each Stock Right Award:
(a) the number of Shares with respect to which such Award
relates;
(b) the conditions for issuance of the Shares subject to the
Award (whether based on performance standards, periods of service or otherwise);
and
(c) any other terms and conditions that are not inconsistent
with the terms of the Plan;
provided that with respect to any Stock Rights intended to qualify as
performance-based compensation under Code Section 162(m), the issuance of the
Shares subject to the Award shall be subject to the performance targets
specified in Section 9.1(b).
Article IX. Performance Awards
9.1 Performance Awards. Subject to the terms of the Plan, the
Committee may grant to Key Employees, consultants or advisors, and the Board may
grant to Non-Employee Directors, Performance Awards with such terms and
conditions as the Committee or Board, as applicable, determines.
10
(a) Issuance. A Performance Award shall consist of the right
to receive a payment of cash and/or Shares measured by:
(1) the Fair Market Value of a specified number of
Shares at the end of the performance period, or
(2) the increase in the Fair Market Value of a
specified number of Shares during the performance period, or
(3) a fixed amount payable at the end of the
performance period,
in each case contingent upon the extent to which certain predetermined
performance targets have been met during the performance period.
(b) Performance Targets. The performance targets may include
individual performance standards or specified levels of funds from operations,
earnings per share, return on investment, return on shareholder equity and/or
such other goals related to the performance of the Company, an Affiliate, or any
unit or division thereof, as may be established by the Committee or Board, as
applicable, in its sole discretion; provided that with respect to Performance
Awards that are intended to qualify as performance-based compensation under Code
Section 162(m), the Committee may select from only one or more of the following
performance targets:
(1) Funds from operations;
(2) Funds from operations per share, basic or
diluted;
(3) Increases in funds from operations or in funds
from operations per share;
(4) Dividends per share;
(5) Increases in dividends per share;
(6) Net income;
(7) Net income for common stockholders;
(8) Net income per share, basic or diluted;
(9) Increases in any measure of net income;
(10) Revenue growth;
(11) Lease renewal rates;
(12) Increases in percentage rent;
(13) Per square foot measures, including increases in
gross leasable area or in rent per square foot
of gross leasable area or in developments
initiated, completed or leased;
(14) Occupancy rates;
(15) Development profits;
(16) Net operating profit;
(17) Return measures (including, but not limited to,
return on assets, capital or equity);
(18) Cash flow (including, but not limited to,
operating cash flow and free cash flow);
(19) Cash flow return on capital;
(20) Earnings before or after taxes, interest,
depreciation, and/or amortization;
(21) Gross or operating margins;
(22) Productivity ratios;
11
(23) Share price (including, but not limited to,
growth measures and total shareholder return);
(24) Expense targets;
(25) General and administrative expenses as a
percentage of total revenues;
(26) Margins;
(27) Operating efficiency;
(28) Tenant satisfaction;
(29) Working capital targets;
(30) Debt and debt-related ratios, including debt to
total market capitalization and fixed charge
coverage ratios;
(31) Investments in real estate owned directly or
indirectly through investments in ventures; and
(32) Net asset value per share.
The Committee may use any of the above performance target(s) to measure the
performance of the Company or an Affiliate as a whole, or any business unit of
such entity, or any combination thereof, or may provide that any of the above
performance targets will be compared to the performance of a group of comparable
companies, or published or special index, or the Committee may select
performance target (23) above as compared to various stock market indices.
The Committee or Board, as applicable, in its sole discretion, but only under
circumstances when events or transactions occur to cause the performance targets
to be an inappropriate measure of achievement as determined by the Committee or
Board, as applicable, may change the performance targets for any performance
period at any time prior to the final determination of the Award; provided that
such discretion is precluded to the extent the Committee could increase the
compensation otherwise payable under any Award intended to qualify as
performance-based compensation under Code Section 162(m).
(c) Earning Performance Awards. At the date of grant, the
Committee or Board, as applicable, shall prescribe a formula to determine the
percentage of the Performance Award to be earned based upon the degree of
attainment of the performance targets. The degree of attainment of performance
targets shall be determined in writing by the Committee or Board, as applicable,
as of the last day of the Award period. In the event the minimum performance
targets are not achieved, no payment shall be made to the Participant.
(d) Payment of Earned Performance Awards. The Committee or
Board, as applicable, shall determine whether payment of earned Performance
Awards shall be made in cash or Shares (based on the Fair Market Value of a
Share on the last day of the Award period), or a combination of cash and Shares.
Payment normally will be made as soon as practicable following the end of a
performance period; provided that the Committee or Board, as applicable, may
permit deferral of the payment of all or a portion of a Performance Award upon
the request of the Participant timely made in accordance with rules the
Committee or Board, as applicable, prescribes. Deferred amounts may generate
earnings for the Participant under the conditions of a separate agreement
approved by the Committee or Board, as applicable, and executed by the
Participant. The Committee or Board, as applicable, may define in the Award
Agreement such other conditions of payment of earned Performance Awards as it
may deem desirable in carrying out the purposes of the Plan.
12
(e) Change in Performance Targets. In the event that
applicable tax and/or securities laws change to permit the Committee to alter
the governing performance targets without obtaining shareholder approval of such
changes, the Committee may make such changes without obtaining shareholder
approval; otherwise, the performance targets listed in this Article IX must be
re-approved by shareholders of the Company every five (5) years in order for
certain Awards granted after such date to qualify as performance-based
compensation under Code Section 162(m).
Article X. Other Share-Based Awards
10.1 Grant of Other Awards. Subject to the terms of the Plan, the
Committee may grant to Key Employees, consultants or advisors, and the Board may
grant to Non-Employee Directors, other Awards, valued in whole or in part by
reference to, or otherwise based on, Shares, either alone or in addition to or
in conjunction with other Awards. Subject to the provisions of the Plan, the
Committee or Board, as applicable, may determine the persons to whom and the
time or times at which such Awards shall be made, the number of Shares to be
granted pursuant to such Awards, and all other conditions of the Awards. Any
such Award shall be confirmed by an Award Agreement executed by the Company and
the Participant, which Award Agreement shall contain such provisions as the
Committee or Board, as applicable, determines to be necessary or appropriate to
carry out the intent of this Plan with respect to such Award.
10.2 Terms of Other Awards. In addition to the terms and conditions
specified in the Award Agreement, Shares issued as a bonus pursuant to this
Article X shall be issued for such consideration as the Committee or Board, as
applicable, determines, but purchase rights shall be priced at 100% of Fair
Market Value on the date of the Award.
Article XI. Payment of Director's Fees
11.1 Payment in Shares. During the term of this Plan, each Non-
Employee Director shall receive his or her Directors' Fees, in the form of
quarterly payments in arrears, in the form of Shares, unless the Non-Employee
Director elects to receive such payment in cash in accordance with Section 11.2.
The total number of Shares to be issued to a Non-Employee Director pursuant to
this Section 11.1 shall be determined by dividing the dollar amount of the
Directors' Fees due for the payment period by the Share Value and rounding to
the nearest whole Share. The Shares issuable to Non-Employee Directors hereunder
shall be issued on the first business day immediately following the payment
period.
11.2 Optional Payment in Cash. Non-Employee Directors who would
otherwise receive payment of their Directors' Fees in Shares may make a written
election prior to the payment date, in the manner and form prescribed by the
Board, to receive payment of all or a portion of such Directors' Fees in cash.
Article XII. Terms Applicable to All Awards Granted Under the Plan
12.1 Award Agreement. No person shall have any rights under any Award
unless and until the Company and the Participant to whom such Award is granted
execute and deliver an Award Agreement or any other Award acknowledgment
authorized by the Committee or Board, as applicable, that expressly grants the
Award to such person. If there is any conflict between the provisions of an
Award Agreement and the terms of the Plan, the terms of the Plan shall control.
13
12.2 Consideration for Awards. The Committee or Board, as applicable,
shall determine whether Awards will be granted to Participants with or without
cash consideration.
12.3 Awards May Be Granted Separately or Together; No Limitations on
Other Awards to Non-Employee Directors. Subject to the limitations of Section
6.2 regarding Stock Appreciation Rights, Awards to Participants may be granted
either alone or in addition to, in tandem with, or in substitution for any other
Award or any award granted under any other plan of the Company or any Affiliate,
and the terms and conditions of an Award need not be the same with respect to
each such Participant. Awards granted in addition to or in tandem with other
Awards, or in addition to or in tandem with awards granted under any other plan
of the Company or any Affiliate, may be granted either at the same time as or at
a different time from the grant of such other Awards or awards. Grants to
Non-Employee Directors pursuant to the Plan shall not limit the rights of such
Non-Employee Directors to receive awards or other benefits provided under other
plans of the Company or of any Affiliate.
12.4 Limitations on Transfer of Awards. Awards granted under the Plan
shall not be transferable other than by will or the laws of descent and
distribution, except that the Committee or Board, as applicable, may allow a
Participant to: (a) designate in writing a beneficiary to exercise the Award
after the Participant's death, or (b) transfer any award, in the manner and to
the extent specified by the Committee or Board, as applicable. No Award (other
than Released Securities), and no right under any such Award, may be pledged,
alienated, attached, or otherwise encumbered, and any purported pledge,
alienation, attachment, or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
12.5 Term. Except as otherwise provided in the Plan, the Committee or
Board, as applicable, shall determine the term of each Award.
12.6 Taxes. The Company or any Affiliate shall be entitled to
withhold from any amount otherwise payable to a Participant (or secure payment
from the Participant in lieu of withholding) the amount of any withholding or
other tax required by law to be withheld or paid by the Company or an Affiliate
with respect to any amount payable and/or Shares issuable to such Participant
under the Plan, or with respect to any income recognized upon the lapse of
restrictions applicable to an Award or upon a disqualifying disposition of
Shares received pursuant to the exercise of an Incentive Stock Option, and the
Company may defer payment or issuance of the cash or Shares upon the grant,
exercise or vesting of an Award unless indemnified to its satisfaction against
any liability for any such tax. The Company shall determine the amount of such
withholding or tax payment, which shall be payable by the Participant at such
time as the Company determines. The Committee may prescribe in each Award
Agreement one or more methods by which the Participant will be permitted to
satisfy his or her tax withholding obligation, which methods may include,
without limitation, the payment of cash by the Participant to the Company or an
Affiliate or the withholding from the Award, at the appropriate time, of a
number of Shares sufficient, based upon the Fair Market Value of such Shares, to
satisfy such tax withholding requirements. The Committee may establish such
rules and procedures relating to withholding methods as it deems necessary or
appropriate, including provisions for making additional withholding tax payments
in the form of Shares.
12.7 Rights and Status of Recipients. No Participant or other person
has any claim or right to be granted an Award. Neither the Plan nor any action
taken hereunder shall be construed as giving any individual any right to be
retained in the employ or service of the Company or any Affiliate.
14
12.8 Awards Not Includable for Benefit Purposes. Income recognized by
a Participant pursuant to an Award shall not be included in the determination of
benefits under any employee pension benefit plan (as such term is defined in
Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended)
or group insurance or other benefit plans applicable to the Participant which
are maintained by the Company or any Affiliate, except as may be provided under
the terms of such plans or determined by resolution of the Board.
12.9 Share Certificates; Representation by Participants; Registration
Requirements. In addition to the restrictions imposed pursuant to Article VIII
hereof, all certificates for Shares delivered under the Plan, whether pursuant
to any Award or the exercise thereof or otherwise, shall be subject to such stop
transfer orders and other restrictions as the Committee or Board, as applicable,
deems advisable under the Plan or the rules, regulations, and other requirements
of the Securities Exchange Commission, any stock exchange or other market upon
which such Shares are then listed or traded, and any applicable Federal or state
securities laws, and the Committee or Board, as applicable, may cause a legend
or legends to be put on any such certificates to make appropriate reference to
such restrictions. The Committee or Board, as applicable, may require each
Participant or other person who acquires Shares under the Plan by means of an
Award originally made to a Participant to represent to the Company in writing
that such Participant or other person is acquiring the Shares without a view to
the distribution thereof.
12.10 Amendments to Awards. Subject to the limitations contained in
the Plan, the Committee or the Board, as applicable, may, in whole or in part,
waive any conditions or other restrictions with respect to, and may amend,
alter, suspend, discontinue, or terminate any Award granted to a Participant,
prospectively or retroactively, but no such action shall impair the rights of
any Participant without his or her consent except as provided in Sections 4.3
and 12.12.
12.11 Repricing Prohibited. Notwithstanding anything in this Plan to
the contrary, and except for the adjustments provided in Sections 4.3 and 12.12,
the Committee, the Board and each other person is prohibited from decreasing the
exercise price for any outstanding Option granted to a Participant under this
Plan after the date of grant or allowing a Participant to surrender an
outstanding Option granted under this Plan to the Company as consideration for
the grant of a new Option with a lower exercise price.
12.12 Adjustment to Awards Upon Certain Acquisitions. In addition to
and not in lieu of the authority granted the Committee or Board, as applicable,
under Section 4.3, in the event the Company or any Affiliate shall assume
outstanding employee awards or the right or obligation to make future awards in
connection with the acquisition of another business or another corporation or
business entity, the Committee or Board, as applicable, may make such
adjustments, not inconsistent with the terms of the Plan, in the terms of Awards
granted to Participants as it shall deem appropriate in order to achieve
reasonable comparability or other equitable relationship between the assumed
awards and the Awards granted under the Plan to Participants as so adjusted.
12.13 Correction of Defects, Omissions, and Inconsistencies. The
Committee or Board, as applicable, may correct any defect, supply any omission,
or reconcile any inconsistency in the Plan or any Award or Award Agreement in
the manner and to the extent it deems desirable to effectuate the intent of the
Plan or such Award.
15
12.14 Compliance with Laws. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required, and to Company policies that affect the
issuance and or transfer of Shares or other securities issued by the Company.
The Company shall have no obligation to issue or deliver evidence of title for
Shares issued under the Plan prior to:
(a) obtaining any approvals from governmental agencies and
national securities exchanges that the Company determines are necessary or
advisable; and
(b) completion of any registration or other qualification of
the Shares under any applicable national or foreign law or ruling of any
governmental body that the Company determines to be necessary or advisable.
Article XIII. Amendment and Termination
13.1 Amendment. The Board may amend, alter, suspend, discontinue, or
terminate the Plan or any part hereof at any time it deems necessary or
appropriate; provided, however, that no amendment, alteration, suspension,
discontinuation or termination of the Plan shall in any manner (except as
otherwise provided in this Article XIII) adversely affect any Award granted and
then outstanding under the Plan, without the consent of the Participant; and
provided, further, that shareholder approval of any amendment of the Plan shall
also be obtained if otherwise required by applicable law or the listing
requirements of the principal securities exchange or market on which the Shares
are then traded. In addition, the Committee in its sole discretion may make
ministerial, administrative and other non-material amendments to the Plan.
Notwithstanding the foregoing, the Board and Committee are prohibited from
amending the provisions of the Plan that prohibit the repricing of Options
without shareholder approval.
13.2 Termination. The Board shall have the right and the power to
terminate the Plan at any time. No Award shall be granted after the termination
of the Plan; provided that, unless otherwise expressly provided in the Plan or
in an applicable Award Agreement, any Award theretofore granted may extend
beyond the date of the Plan's termination, and, to the extent set forth in the
Plan, the authority of the Committee or Board, as applicable, to amend, alter,
adjust, suspend, discontinue, or terminate any such Award, or to waive any
conditions or restrictions with respect to any such Award, and the authority of
the Board or Committee to amend the Plan, shall extend beyond such date.
Article XIV. General Provisions
14.1 Effective Date of the Plan. The Plan shall be effective as of
March 21, 2003.
14.2 Term of Plan. The term of the Plan shall be indefinite except
that no Incentive Stock Option shall be granted under the Plan after March 21,
2013.
14.3 Governing Law; Dispute Resolution. The Plan and all
determinations made and actions taken pursuant to the Plan shall be governed by
the laws of the state of Florida and applicable federal laws, excluding any
conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of the Plan to the substantive law of another
jurisdiction. Any dispute, controversy or claim between the Company and a
recipient of an Award or other person arising out of or relating to the Plan or
an Award Agreement shall be
16
settled by arbitration conducted in the City of Jacksonville in accordance with
the Commercial Rules of the American Arbitration Association then in force and
Florida law within 30 days after written notice from one party to the other
requesting that the matter be submitted to arbitration. Arbitration must be
initiated by serving or mailing a written notice of the complaint to the other
party within one year (365 days) after the day the complaining party first knew
or should have known of the events giving rise to the complaint. Failure to
initiate arbitration within this time period will result in waiver of any right
to bring arbitration or any other legal action with respect to the Plan, any
Award or any Award Agreement. The arbitration decision or award shall be binding
and final upon the parties. The arbitration award shall be in writing and shall
set forth the basis thereof. The existence, contents or results of any
arbitration may not be disclosed by a party or arbitrator without the prior
written consent of both parties. The parties shall abide by all awards rendered
in such arbitration proceedings, and all such awards may be enforced and
executed upon in any court having jurisdiction over the party against whom
enforcement of such award is sought. The Company shall reimburse the Participant
for all costs and expenses (including, without limitation, reasonable attorneys'
fees, arbitration and court costs and other related costs and expenses) the
Participant reasonably incurs as a result of any dispute or contest regarding
the Plan, any Award or any Award Agreement and the parties' rights and
obligations hereunder if, and when, the Participant prevails on at least one
material claim; otherwise, each party shall be responsible for its own costs and
expenses.
14.4 Unfunded Status of Plan. Unless otherwise determined by the
Committee or Board, as applicable, the Plan shall be unfunded and shall not
create (or be construed to create) a trust or a separate fund or funds. The Plan
shall not establish any fiduciary relationship between the Company and any
Participant or other person. To the extent any person holds any right by virtue
of a grant under the Plan, such right (unless otherwise determined by the
Committee or Board, as applicable) shall be no greater than the right of an
unsecured general creditor of the Company.
14.5 Headings. Section headings are used in the Plan for convenience
only, do not constitute a part of the Plan, and shall not be deemed in any way
to be material or relevant to the construction or interpretation of the Plan or
any provision thereof.
14.6 Severability. Whenever possible, each provision in the Plan and
every Award and right at any time granted under the Plan shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of the Plan or any Award or right at any time granted under the Plan
shall be held to be prohibited by or invalid under applicable law, then (a) such
provision shall be deemed amended to accomplish the objectives of the provision
as originally written to the fullest extent permitted by law and (b) all other
provisions of the Plan and every other Award or right at any time granted under
the Plan shall remain in full force and effect.
14.7 Gender; Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular, and the singular shall include the plural.
17
REGENCY CENTERS CORPORATION
LONG TERM OMNIBUS PLAN
Appendix A
Any Awards of DEU Options granted prior to the restated Effective Date
of the Plan (as specified in Section 14.1) are subject to the following terms
and conditions:
(a) Dividend Equivalent Unit Account. With respect to the
number of Shares subject to a DEU Option, a notional number of shares shall be
credited to an account ("Dividend Equivalent Account") to be established for the
Participant, which account shall be unfunded and unsecured and shall be held
with the general assets of the Company. Each such credit shall be recorded as of
the first business day of the calendar quarter immediately following each record
date for a cash dividend declared on Shares for any DEU Option which is
outstanding on such record date. The notional share amounts (such amounts,
together with any amounts credited pursuant to (b) below, the "Dividend
Equivalent Units") credited to the Participant's Dividend Equivalent Account
shall be the aggregate number of Shares, rounded to the nearest whole Share,
derived by (1) multiplying (x) the Net Dividend Rate by (y) the exercise price
of the DEU Option, (2) dividing the product thereof by four (or whatever other
multiplier was used in arriving at the annualized dividend rate), (3)
multiplying the resultant quotient by the number of Shares subject to the
unexercised portion of the DEU Option as of the dividend record date, and (4)
dividing the product thereof by the average closing price of a Share during the
immediately preceding calendar quarter on the principal exchange on which the
Shares are traded. For example, assume that (1) on January 1, 2000 the Committee
awards a DEU Option to a Key Employee for 1,000 Shares having an exercise price
of $25 per Share, (2) on January 1, 2000, the average annual yield of the
Standard and Poors 500 Index is 1.5%, (3) the Board declares a quarterly
dividend of $0.50 for shareholders of record as of February 10, 2000, (4) the
Participant has not exercised the DEU Option as of February 10, 2000, and (5)
the average closing price for Shares on the New York Stock Exchange during the
calendar quarter ending March 31, 2000 is $26. The Net Dividend Rate for the DEU
Option is 4 times $0.50 divided by $25, i.e., 8.0%, less 1.5%, or 6.5%. As of
April 3, 2000, the first business day of the next calendar quarter, there would
be credited to the Participant's Dividend Equivalent Account the number of
Dividend Equivalent Units as follows: First, 6.5% times $25 divided by 4 times
1,000 Shares equals $406.25. Next, $406.25 divided by $26 equals 15.625 Shares,
or 16 Dividend Equivalent Units, rounded to the nearest whole number.
(b) Additional Credits. Dividend Equivalent Units shall be
credited for each Dividend Equivalent Unit on the same basis as on the Shares
subject to the unexercised portion of the DEU Option, except that the actual
dividend rate per Share shall be used instead of the Net Dividend Rate.
(c) Vesting and Payment. Unless the Committee determines
otherwise with respect to DEU Options awarded to Key Employees, Dividend
Equivalent Units (including Dividend Equivalent Units paid on DEU Options issued
to Non-Employee Directors) shall be subject to the following terms and
conditions:
(1) Dividend Equivalent Units shall vest in
accordance with the vesting schedule applicable to the DEU Option with
respect to which the Dividend Equivalent Unit was awarded.
A-1
(2) All Dividend Equivalent Units which are not
vested upon the Participant's date of termination of employment (or
termination as a Non-Employee Director, as the case may be) shall be
forfeited.
(3) All vested Dividend Equivalent Units shall be
paid on the date of termination of employment (or termination as a Non-
Employee Director, as the case may be), or the date of exercise of the
Option (or portion thereof) to which such Dividend Equivalent Units
pertain.
The Committee, or the Board with respect to DEU Options granted to Non-Employee
Directors, may revise the procedure for determining the value of Shares, the Net
Dividend Rate and the crediting date for Dividend Equivalent Units if the
Committee or Board, as applicable, determines that such revised procedure
simplifies the administration of Dividend Equivalent Units or more fairly
reflects the intent hereof and the Committee or Board, as applicable, determines
that the impact of such revision is not significant in terms of the amount to be
credited to Dividend Equivalent Accounts.
(d) Definitions. For purposes of this Appendix A,
capitalized terms shall have the following meanings:
(1) DEU Option means an Option that includes the
right to receive Dividend Equivalent Units.
(2) Dividend Equivalent Account means an account
established for a Participant to which are credited Dividend Equivalent Units
for any DEU Option held by the Participant.
(3) Dividend Equivalent Units means the right to
receive additional Shares, based on dividends paid on Shares, which right may be
awarded with respect to an Option.
(4) Net Dividend Rate (a) means, as to any dividend
record date, the cash dividend in question computed on an annualized basis,
divided by the exercise price of the DEU Option, less the average annual
dividend yield on the date the DEU Option was awarded for the companies included
in the Standard and Poors 500 Index (or such other similar index selected by the
Committee), as determined under procedures the Committee establishes.
A-2
REGENCY CENTERS CORPORATION
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 6, 2003
The undersigned, having received the Notice of Annual Meeting of
Shareholders and Proxy Statement, appoints Martin E. Stein, Jr., Mary Lou Fiala
and Bruce M. Johnson, and each or any of them, as proxies, with full power of
substitution and resubstitution, to represent the undersigned and to vote all
shares of common stock of Regency Centers Corporation which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company to be held
on May 6, 2003, and any and all adjournments thereof, in the manner specified.
1. Election of Directors nominated by the Board of Directors to serve
in the following Classes:
Class I: (01) Mary Lou Fiala Class III: (05) Joseph E. Parsons
(02) C. Ronald Blankenship
(03) Douglas S. Luke
(04) Terry N. Worrell
[_] FOR all nominees listed [_] WITHHOLD AUTHORITY INSTRUCTION: To withhold authority to vote
(except as marked to to vote for all for any individual nominee, strike through
the contrary. See nominees. that nominee's name.
instruction to the
right).
2. Amendment and restatement of Regency's 1993 Long-Term Omnibus Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued and to be SIGNED and dated on the reverse side.)
YOU MAY VOTE TOLL-FREE BY TELEPHONE
OR ON THE INTERNET
(OR BY COMPLETING THE PROXY CARD BELOW
AND RETURNING IT BY MAIL)
(Available only until 3:00 pm EDST on May 5, 2003)
TO VOTE BY TELEPHONE OR INTERNET,
USE THE CONTROL NUMBER IN THE BOX BELOW
Call Toll-Free To vote by Internet,
available on a Touch-Tone Telephone have this form and follow the directions
24 hours a day, 7 days a week when you visit:
1-888-216-1308 https://www.proxyvotenow.com/reg
Have this form available when you call
the toll-free number. Then, enter your
control number and
follow the simple prompts.
CONTROL NUMBER FOR
TELEPHONIC/INTERNET VOTING
Do not return this card
if you have voted by telephone or internet.
FOLD AND DETACH HERE AND READ REVERSE SIDE
________________________________________________________________________________
(Continued from reverse side)
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" EACH PROPOSAL.
Should any other matters requiring a vote of the shareholders arise,
the above named proxies are authorized to vote the same in accordance with their
best judgment in the interest of the Company. The Board of Directors is not
aware of any matter which is to be presented for action at the meeting other
than the matters set forth herein.
Dated:________________, 2003
________________________________(SEAL)
________________________________(SEAL)
(Please sign exactly as name or names appear hereon. Executors, administrators,
trustees or other representatives should so indicate when signing.)