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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ddr Corp. | NYSE:DDR | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.99 | 0.00 | 01:00:00 |
Ohio | 1-11690 | 34-1723097 | ||
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
3300 Enterprise Parkway, Beachwood, Ohio | 44122 | |
(Address of Principal Executive Offices) | (Zip Code) |
| Increases the total aggregate number of common shares reserved and available for awards by 4,500,000 common shares to 7,400,000 common shares, subject to adjustment in certain circumstances; | ||
| Provides that the following common shares will not be added back to the common shares reserved and available for awards: (1) common shares tendered or withheld in payment of a stock options exercise price or in satisfaction of tax withholding obligations; (2) common shares subject to a share appreciation right ( SAR ) that are not actually issued when the SAR is settled in stock; or (3) common shares repurchased in the open market or otherwise with the cash received from a stock option holder in payment of the stock options exercise price; | ||
| Clarifies that incentive stock options may only be granted to employees that meet the requirements for such awards under the Internal Revenue Code and that, subject to adjustment in certain circumstances, the Company will not issue more than an aggregate of 7,400,000 common shares upon the exercise of incentive stock options; | ||
| Increases the annual aggregate individual award limit by 500,000 common shares to 1,000,000 common shares per calendar year, subject to adjustment in certain circumstances; | ||
| Provides that in no event will any award granted under the Amended and Restated 2008 Plan be transferred for value; | ||
| Clarifies that, without shareholder approval, the Company will not engage in the following repricing activities with respect to stock options or SARs: (1) amend the terms of outstanding stock options or SARs to reduce the applicable option price; and (2) except in connection with certain corporate transactions or events described in the Amended and Restated 2008 Plan, cancel any outstanding stock options or SARs in |
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exchange for other awards granted under the Amended and Restated 2008 Plan, stock options or SARs with an applicable option price that is less than the original option price, or cash. This prohibition is not intended to prohibit certain adjustments or payments provided for under the Amended and Restated 2008 Plan, but the prohibition may not be amended without approval by the shareholders; |
| Provides that: (1) dividend equivalent rights, dividends, dividend equivalents and other distributions will not be granted with respect to or paid on stock options or SARs; and (2) to the extent that performance-based restricted shares, deferred shares, other share-based awards and dividend equivalent rights have not been earned, dividends or other distributions on such unearned performance-based restricted shares, deferred shares, other share-based awards and dividend equivalent rights must be deferred and deemed reinvested in additional performance-based awards until the underlying performance-based awards have either been earned or forfeited; and | ||
| Eliminates the concept and definition of a Potential Change in Control and revises the definition of Change in Control to: |
| provide that a change in control occurs upon, among other things, the consummation of a consolidation or merger in which the Company does not survive, the sale of substantially all of the Companys assets, or the Companys liquidation or dissolution (rather than Board or shareholder approval of a consolidation, merger, sale of assets or liquidation or dissolution); and | ||
| clarify the circumstances under which a change in control would be triggered by a turn-over of the majority of the Companys Board within any two-year period. |
| With respect to future grants under the Amended and Restated 2008 Plan, revise the definition of the term Change in Control in the Amended and Restated 2008 Plan to provide that a Change in Control shall occur upon the acquisition by any individual, entity or group of beneficial ownership of 30% or more of the voting power of the Companys outstanding securities without the prior consent of the Board (which represents an increase from 20% or more); | ||
| Eliminate the automatic vesting of awards made pursuant to the Amended and Restated 2008 Plan solely upon the occurrence of a Change in Control or 409A Change in Control (as defined in the Amended and Restated 2008 Plan); and | ||
| Clarify that awards to non-employee directors shall not be subject to management discretion. |
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DEVELOPERS DIVERSIFIED REALTY CORPORATION
|
||||
By: | /s/ Joan U. Allgood | |||
Joan U. Allgood | ||||
Executive Vice President Corporate Transactions and Governance | ||||
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1 Year Developers Realty Chart |
1 Month Developers Realty Chart |
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