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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 12, 2006
RECKSON ASSOCIATES REALTY CORP.
and
RECKSON OPERATING PARTNERSHIP, L.P.
(Exact name of each Registrant as specified in its Charter)
Exhibit 10.1
AGREEMENT FOR EXTENSION OF EMPLOYMENT
AND NONCOMPETITION AGREEMENT
AGREEMENT FOR EXTENSION OF EMPLOYMENT AND NONCOMPETITION AGREEMENT,
dated June 12, 2006, by and between Scott H. Rechler (the "Executive") and
Reckson Associates Realty Corp. (the "Employer").
Reference is made to that certain (i) Amendment and Restatement of
Employment and Noncompetition Agreement (the "Employment Agreement"), dated as
of August 15, 2000, by and between the Executive and the Employer; (ii)
Agreement for Extension of Employment and Noncompetition Agreement (the
"Initial Extension Agreement"), dated September 27, 2005, by and between the
Executive and the Employer; (iii) Agreement for Extension of Employment and
Noncompetition Agreement (the "Second Extension Agreement"), dated December 6,
2005, (iv) Agreement for Extension of Employment and Noncompetition Agreement
(the "Third Extension Agreement"), dated February 14, 2006, and (v) Agreement
for Extension of Employment and Noncompetition Agreement (the "Fourth
Extension Agreement"), dated May 9, 2006.
WHEREAS, the Initial Extension Agreement extended the term of the
Employment Agreement in all respects through and including December 31, 2005;
WHEREAS, the Second Extension Agreement extended the term of the
Employment Agreement in all respects through and including February 28, 2006;
WHEREAS, the Third Extension Agreement extended the term of the
Employment Agreement in all respects through and including April 30, 2006;
WHEREAS, the Fourth Extension Agreement extended the term of the
Employment Agreement in all respects through and including June 30, 2006;
WHEREAS, in accordance with the terms of the Executive's Amended and
Restated Severance Agreement (the "Severance Agreement"), dated as of August
15, 2000, by and between the Executive and the Employer, the term and duration
of the Executive's Severance Agreement shall be identical to the term and
duration of the Employment Agreement;
WHEREAS, the Executive and the Employer wish to further extend the term
of the Employment Agreement in all respects through and including December 31,
2006.
NOW, THEREFORE, the Executive and the Employer hereby agree as follows:
1. The term of the Employment Agreement is extended through and
including December 31, 2006. The Employment Agreement shall terminate on
January 1, 2007 unless extended for such period or periods, if any, as agreed
to by the Executive and the Employer.
2. In accordance with the foregoing, all rights, duties and obligations
set forth under the Employment Agreement shall be in full force and effect
through and including December 31, 2006.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, this Agreement for Extension of Employment and
Noncompetition Agreement is entered into as of the date first set forth above.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Jason Barnett
-----------------------------------------
Name: Jason Barnett
Title: Senior Executive Vice President--
Corporate Initiatives and General Counsel
/s/ Scott H. Rechler
-----------------------------------------
Scott H. Rechler
2
Exhibit 10.2
ELECTION TO EXTEND THE VESTING PERIOD IN
LONG-TERM INCENTIVE PLAN OP UNIT AWARD AGREEMENT
Reference is made to that certain Long-Term Incentive Plan OP Unit Award
Agreement (the "Award Agreement"), dated as of April 4, 2006, by and among
Reckson Associates Realty Corp. (the "Company"), Reckson Operating
Partnership, L.P. (the "Operating Partnership") and Scott H. Rechler (the
"Grantee"). Capitalized terms used herein but not otherwise defined shall have
the meanings ascribed to such terms in the Award Agreement.
WHEREAS, pursuant to the Award Agreement, the Grantee was granted
100,000 units of a special class of partnership interest in the Operating
Partnership (the "2006 Restricted Equity Award");
WHEREAS, in accordance with Section 2(a) of the Award Agreement, the
2006 Restricted Equity Award will become vested in two equal annual
installments on December 31, 2007 and December 31, 2008, provided that the
Grantee remains in continuous employment with the Company or any of its
Affiliates until such dates and the Company has achieved, during the calendar
year completed on December 31, 2006, the performance requirement identified in
the Award Agreement (the "Performance Requirement"); provided, however, that
if the Performance Requirement is not met during the calendar year completed
on December 31, 2006, the 2006 Restricted Equity Award will become vested if
the Performance Requirement is satisfied on a cumulative and compounded basis
during the calendar year completed on December 31, 2007 or December 31, 2008
(the "Extended Performance Requirement");
WHEREAS, the Grantee, with the consent of the Company and the Operating
Partnership, wishes to extend the vesting period of the 2006 Restricted Equity
Award to provide that the 2006 Restricted Equity Award will vest over a
four-year period in lieu of a two-year period, which extension shall also
apply to the Extended Performance Requirement.
NOW, THEREFORE, the Grantee hereby elects to extend the vesting period
of the 2006 Restricted Equity Award as follows:
1. Section 2(a) of the Award Agreement is hereby replaced in its
entirety with the following:
"(a) 25.0% of the LTIP OP Units will become cumulatively vested on
December 31, 2007, December 31, 2008, December 31, 2009 and December 31,
2010 (each, an "Annual Vesting Date"); in each case provided that the
Grantee remains in continuous employment with the Company or any of its
Affiliates until such date; and provided, further, that any LTIP OP
Units which otherwise would become vested on such Annual Vesting Date
will not become so vested unless the Company has achieved, during the
calendar year completed on December 31, 2006, (i) a total return to
shareholders (including all Common Stock dividends and stock
appreciation) based on the respective Initial Base Price that either (x)
is at or above the 50th percentile of the total return to shareholders
achieved by members of the Peer Group during the same period, or (y)
subject to the provisions of Section 2(e), equals a total return of at
least 9% per annum or
(ii) a per share increase in annual Funds from Operations of 5% or more.
If the vesting performance requirement is not satisfied for the calendar
year ending December 31, 2006, the LTIP OP Units will not be forfeited
and will become vested on any subsequent Annual Vesting Date on which
the vesting performance requirement is satisfied on a cumulative and
compounded basis as measured for an extended performance period
beginning with the annual period for which the vesting performance
requirement was not satisfied through the relevant date. For purposes of
this Section, (i) the performance of the Company relative to the
performance of members of the Peer Group will be determined using the
VWAP for the last ten trading days of the Company's Common Stock and the
common stock of the members of the Peer Group at the applicable calendar
year end, and (ii) the per annum percentage performance of the Company
will be determined using the VWAP for the last ten trading days for the
period ending at the applicable calendar year end. If the vesting
performance requirement is not satisfied at December 31, 2010, subject
to Section 2(d), the LTIP OP Units will be forfeited."
2. References in Sections 2(b) and 2(c) to "December 31, 2008" shall be
deemed to refer to "December 31, 2010."
3. Except as expressly modified by the foregoing, the Award Agreement
remains in full force and effect.
[SIGNATURES ON NEXT PAGE]
2
IN WITNESS WHEREOF, this Election to Extend the Vesting Period in
Long-Term Incentive Plan OP Unit Award Agreement is executed as of the 12th
day of June, 2006.
/s/ Scott H. Rechler
--------------------
Scott H. Rechler
The foregoing election is hereby agreed to and accepted as of the 12th day of
June, 2006.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Jason Barnett
--------------------------------------------------
Name: Jason Barnett
Title: Senior Executive Vice President--
Corporate Initiatives and General
Counsel
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp,
its General Partner
By: /s/ Jason Barnett
--------------------------------------------------
Name: Jason Barnett
Title: Senior Executive Vice President--
Corporate Initiatives and General
Counsel
3
Exhibit 10.3
ELECTION TO EXTEND THE VESTING PERIOD IN
LONG-TERM INCENTIVE PLAN OP UNIT AWARD AGREEMENT
Reference is made to that certain Long-Term Incentive Plan OP Unit Award
Agreement (the "Award Agreement"), dated as of March 11, 2005, by and among
Reckson Associates Realty Corp. (the "Company"), Reckson Operating
Partnership, L.P. (the "Operating Partnership") and Scott H. Rechler (the
"Grantee"). Capitalized terms used herein but not otherwise defined shall have
the meanings ascribed to such terms in the Award Agreement.
WHEREAS, pursuant to the Award Agreement, the Grantee was granted
200,000 units of a special class of partnership interest in the Operating
Partnership (the "2005 Restricted Equity Award");
WHEREAS, in accordance with Section 2(a) of the Award Agreement, the
2005 Restricted Equity Award will become vested in two equal annual
installments on December 31, 2006 and December 31, 2007, provided that the
Grantee remains in continuous employment with the Company or any of its
Affiliates until such dates and the Company has achieved, during the calendar
year completed on December 31, 2005, the performance requirement identified in
the Award Agreement (the "Performance Requirement"); provided, however, that
if the Performance Requirement is not met during the calendar year completed
on December 31, 2005, the 2005 Restricted Equity Award will become vested if
the Performance Requirement is satisfied on a cumulative and compounded basis
during the calendar year completed on December 31, 2006 or December 31, 2007
(the "Extended Performance Requirement");
WHEREAS, the Grantee, with the consent of the Company and the Operating
Partnership, wishes to extend the vesting period of the 2005 Restricted Equity
Award to provide that the 2005 Restricted Equity Award will vest over a
four-year period in lieu of a two-year period, which extension shall also
apply to the Extended Performance Requirement.
NOW, THEREFORE, the Grantee hereby elects to extend the vesting period
of the 2005 Restricted Equity Award as follows:
1. Section 2(a) of the Award Agreement is hereby replaced in its
entirety with the following:
"(a) 25.0% of the LTIP OP Units will become cumulatively vested on
December 31, 2006, December 31, 2007, December 31, 2008 and December 31,
2009 (each, an "Annual Vesting Date"); in each case provided that the
Grantee remains in continuous employment with the Company or any of its
Affiliates until such date; and provided, further, that any LTIP OP
Units which otherwise would become vested on such Annual Vesting Date
will not become so vested unless the Company has achieved, during the
calendar year completed on December 31, 2005, (i) a total return to
shareholders (including all Common Stock dividends and stock
appreciation) based on the respective Initial Base Price that either (x)
is at or above the 50th percentile of the total return to shareholders
achieved by members of the Peer Group during the same period, or (y)
subject to the provisions of Section 2(e), equals a total return of at
least 9% per annum or
(ii) a per share increase in annual Funds from Operations of 5% or more.
If the vesting performance requirement is not satisfied for the calendar
year ending December 31, 2005, the LTIP OP Units will not be forfeited
and will become vested on any subsequent Annual Vesting Date on which
the vesting performance requirement is satisfied on a cumulative and
compounded basis as measured for an extended performance period
beginning with the annual period for which the vesting performance
requirement was not satisfied through the relevant date. For purposes of
this Section, (i) the performance of the Company relative to the
performance of members of the Peer Group will be determined using the
VWAP for the last ten trading days of the Company's Common Stock and the
common stock of the members of the Peer Group at the applicable calendar
year end, and (ii) the per annum percentage performance of the Company
will be determined using the VWAP for the last ten trading days for the
period ending at the applicable calendar year end. If the vesting
performance requirement is not satisfied at December 31, 2009, subject
to Section 2(d), the LTIP OP Units will be forfeited."
2. References in Sections 2(b) and 2(c) to "December 31, 2007" shall be
deemed to refer to "December 31, 2009."
3. Except as expressly modified by the foregoing, the Award Agreement
remains in full force and effect.
[SIGNATURES ON NEXT PAGE]
2
IN WITNESS WHEREOF, this Election to Extend the Vesting Period in
Long-Term Incentive Plan OP Unit Award Agreement is executed as of the 12th
day of June, 2006.
/s/ Scott H. Rechler
--------------------------
Scott H. Rechler
The foregoing election is hereby agreed to and accepted as of the 12th day of
June, 2006.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Jason Barnett
------------------------------------------
Name: Jason Barnett
Title: Senior Executive Vice President--
Corporate Initiatives and General
Counsel
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp,
its General Partner
By: /s/ Jason Barnett
------------------------------------------
Name: Jason Barnett
Title: Senior Executive Vice President--
Corporate Initiatives and General
Counsel
3