UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 15, 2009 (July 13, 2009)
Date of Report (Date of earliest event reported)
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction
of
incorporation or
organization)
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1-13102
(Commission File Number)
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36-3935116
(I.R.S. Employer
Identification No.) |
311 S. Wacker Drive, Suite 4000
Chicago, Illinois 60606
(Address of principal executive offices, zip code)
(312) 344-4300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 13, 2009, the Compensation Committee (the “Committee”) of the Board of Directors of First
Industrial Realty Trust, Inc. (the “Company”) approved the terms of service-based and
performance-based incentive awards to certain officers and employees of the Company, including the
Company’s Chief Investment Officer and acting Chief Financial Officer.
Service-Based Incentive Plan (the “Service Plan”)
Grantees of an award under a Service-Based Bonus Agreement (the “Bonus Agreement”) pursuant to the
Service Plan who remain employed with the Company through and including June 30, 2010 will be
eligible for a specified cash bonus (the “Bonus”). In the event (i) a grantee’s employment with
the Company is terminated on or prior to June 30, 2010 as a result of grantee’s death or by the
Company due to grantee’s disability or (ii) a change of control is consummated on or prior to June
30, 2010 and the grantee remains employed with the Company through the date of such change of
control, the grantee will be eligible for an amount in cash equal to four (4) times the Bonus, in
lieu of the Bonus. Subject to the foregoing, in the event of the termination of a grantee’s
employment with the Company by the Company with or without cause or by the grantee for any reason
prior to the earlier of June 30, 2010 or the consummation of a change of control, the grantee will
not be eligible for any Bonus.
Under their respective Service-Based Bonus Agreements, the Bonuses specified for Johannson L. Yap,
the Company’s Chief Investment Officer, and Scott A. Musil, the Company’s acting Chief Financial
Officer, are $66,900 and $46,830, respectively.
A copy of the form of Bonus Agreement is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Performance-Based Incentive Plan (the “Performance Plan”) under the First Industrial Realty Trust,
Inc. 2001 Stock Incentive Plan
Grantees of an award under a Restricted Stock Unit Award Agreement (the “RSU Agreement”) pursuant
to the Performance Plan will be issued a specified number of restricted stock units (“Performance
RSUs”), each of which represents the right to receive, upon vesting, one share of the Company’s
common stock plus any dividend equivalents that have accrued prior to the date of vesting.
The Performance RSUs and associated dividend equivalents will have a performance-based vesting
component and a time-based vesting component, and each Performance RSU will vest upon the later to
occur of the satisfaction of the relevant performance-based and time-based vesting component. The
performance-based component will be satisfied with respect to installments of 25% of the
Performance RSUs in the event that the Company maintains, for a period of 15 consecutive days prior
to June 30, 2014, stock price targets of $9.00, $13.00, $17.00 and $21.00, respectively. The
time-based component is subject to a grantee’s continued employment over a period of four years,
with 25% vesting on each of June 30, 2010, 2011, 2012 and 2013.
Upon the consummation of a change of control of the Company, all Performance RSUs will vest in
full. In the event of a termination of a grantee’s employment due to his death or disability, each
unvested Performance RSU will vest to the extent that:
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the time-based condition relating to that Performance RSU would have
been satisfied had the grantee remained employed for an additional 24
months, and |
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the performance-based condition relating to that Performance RSU is
satisfied at any time through the earlier of the 24-month anniversary
of the grantee’s termination and June 30, 2014. |
All vested RSUs will be distributed in shares of the Company’s common stock. At the Company’s
option, the Company may pay dividend equivalents in cash or common stock.
Under their respective RSU Agreements, Johannson L. Yap, the Company’s Chief Investment Officer,
and Scott A. Musil, the Company’s acting Chief Financial Officer, will receive 40,000 Performance
RSUs and 28,000 Performance RSUs, respectively.
A copy of the form of RSU Agreement is attached hereto as Exhibit 10.2 and incorporated herein by
reference.