True North
Deferred Unit Plan
Background. The purpose of the Deferred Unit Plan is to promote a greater alignment of Trustees' interests with those of Unitholders. During 2014, the Board of the REIT instituted a requirement that Trustees, the CEO and the CFO acquire over a period of up to five years, that number of Units having a value equal to three times their annual compensation. The adoption of the Deferred Unit Plan will allow each non-executive Trustee the opportunity to receive a percentage of his or her annual retainer in the form of Deferred Units.
Eligible Person
A person who is, on the applicable election date, a non-executive Trustee ("Eligible Person") is given the right to elect to be a participant (a "DUP Participant") of the Deferred Unit Plan.
Notional Funding
An Eligible Person who elects to be a DUP Participant may be paid 25%, 50%, 75% or 100% (the "Elected Percentage") of his or her annual retainer payable by the REIT (excluding any Board committee fees, attendance fees, chair fees, or additional fees and retainers (which fees are payable under the non-executive trustee unit issuance plan)) in respect of a calendar year for service on the Board) (the "Elected Amount"), subject to an annual maximum Elected Percentage established by the Governance, Compensation and Nominating Committee ("GC&N Committee") in its sole discretion, in the form of deferred units ("Deferred Units"), in lieu of cash. 50% of the Elected Amount will be matched by the REIT in the form of Deferred Units having a value equal to the "Market Value" (based on the VWAP of Units on the five preceding trading days). As a result, if the Deferred Unit Plan is approved by Unitholders, each DUP Participant in 2015 will be entitled to elect to receive up to 100% of his or her Board Compensation (being $25,000), in the form of Deferred Units, which Elected Amount shall be matched 50% by the REIT.
Redemptions
Each DUP Participant may elect to withdraw up to 20% of the Deferred Units credited to his or her Deferred Unit account by filing a written notice of redemption with the CFO. A Redemption Notice may be filed only once in any five-year period. Otherwise, a DUP Participant shall be entitled to settle his or her Deferred Units upon ceasing to be a Trustee. In either case, the applicable Deferred Units are settled through the delivery of an equivalent whole number of Units, net of any applicable withholding taxes.
Distributions
In lieu of cash distributions paid by the REIT on the Units, additional Deferred Units will be credited to the DUP Participant's Deferred Unit Account.
RUR Plan
Background. The Unitholders are being asked to approve the restricted unit rights plan (the "RUR Plan"). The purpose of the RUR Plan is to promote a greater alignment of interests between the executive officers and employees of the REIT and Starlight, or executive officers and employees of an affiliate of the REIT (including a partnership or trust controlled by the REIT) (collectively the "Participants") and the Unitholders.
Grant
The RUR Plan provides that the number of RURs credited to Participants, the grant dates and the other terms shall be determined in the discretion of the Board or the GC&N Committee in accordance with the REIT's compensation policy. Upon and subject to the vesting of RURs, participants will be entitled to receive additional RURs ("Distribution RURs") in respect of each distribution paid on Units commencing from the award date.
Vesting
RURs granted under the RUR Plan (and Distribution RURs accrued thereon) vest in the entirety on December 1 of the third calendar year following the year of each grant date. Unvested RURs (and Distribution RURs accrued thereon) are fully forfeitable unless and until such RURs become vested. If a participant is terminated for cause, unvested RURs and Distribution RURs will be forfeited. If a participant resigns, unvested RURs (and Distribution RURs accrued thereon) are forfeited without further compensation. However, the Board or the GC&N Committee may accelerate vesting.
Retirement or lay-off
If a participant ceases to be employed by the REIT by reason of retirement or termination without cause on a date prior to the vesting of any RUR awards, such unvested RURs, and any Distribution RURs credited in respect thereof, shall vest, on a pro rata basis, based on the number of years since the original grant. The pro rata vesting provisions are subject to the discretion of the Board or the GC&N Committee, as applicable, to accelerate the vesting of any unvested RURs (including Distribution RURs) in the event of the retirement or termination without cause of a participant.
Death or disability
In the event of the death or disability of a Participant before the last day of any vesting period, all RURs granted in respect of such vesting period and any Distribution RURs shall vest and Units shall be issued in accordance with the RUR Plan.
Change of control
In the event of a change of control, subject to the terms of any employment agreement, if a Participant who is an executive officer of the REIT is terminated without cause during the two year period following the change of control, vesting of all unvested RURs (and Distribution RURs) is accelerated. In the event of a change of control, if the acquirer does not provide a substituted plan or adopt the RUR Plan, vesting of unvested RURs is accelerated.
Settlement
RURs are settled by the issuance of the equivalent number of REIT Units, net of source deductions.
RioCan
DU grant
Each Participant (being a non-employee trustee of the REIT) may elect in advance to receive up to 100% of his or her Trustee Retainer Fees otherwise payable in cash in the form of Deferred Units ("Elected DUs"), with the REIT potentially also granting "Granted DUs." Each Granted DU or Elected DU (collectively, "Deferred Units") will vest immediately on grant and is intended to be economically equivalent to one REIT Unit (a "Unit").
Exercise of DUs
Deferred Units shall be redeemable by the Participant (or his or her estate) on or within two years after the date (the "Termination Date") on which the Participant ceases to be a Trustee. The Deferred Units credited to a Canadian resident's Participant's Deferred Unit Account may be redeemed for Units issued from treasury or, to the extent elected by the Participant, for cash. In the case of U.S. taxpayers, the Deferred Units will be redeemed automatically for Units or, to the extent elected by the Participant, for cash, upon the Trustee's Separation from Service.
Cash distributions
Whenever cash distributions are paid on the Units, additional Deferred Units will be credited to the Participant's Deferred Unit Account ("Additional Deferred Units").
Code s. 409A
The REIT intends that the Plan and all Deferred Units be construed to avoid the imposition of additional taxes, interest, and penalties pursuant to Section 409A of the Code.