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
Date of Report (Date of earliest event reported): March 30, 2010
NATIONAL RETAIL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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| Maryland
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001-11290
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56-1431377 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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450 South Orange Avenue
Suite 900
Orlando, Florida
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32801 |
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(Zip Code) |
Registrant’s telephone number, including area code (407) 265-7348
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))
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
2010 Executive Compensation Program
Effective March 30, 2010, the Compensation Committee (the “Committee”) of the Board of Directors of
National Retail Properties, Inc. (the “Company”) approved the 2010 Executive Compensation Program
for the Company’s executive officers providing for certain incentive awards described below.
Annual Incentives
Annual incentives under the 2010 Executive Compensation Program are tied to the achievement of
performance goals based on the Company’s funds from operation (“FFO”) per share, excluding any
impairments. The Committee approved incentive award opportunities for its executive officers
ranging from 50% to 195%, expressed as a percentage of each executive officer’s base salary.
Additionally, the annual incentive awards are subject to downward adjustment of up to 20% if the
calculated leverage ratio exceeds the annual cap established by the Board of Directors or the
Committee.
Long-Term Incentives
Long-term incentives (“LTI”) under the 2010 Executive Compensation Program will be provided through
annual grants of the following: (i) service-based restricted stock vesting over four years; (ii)
performance shares tied to 3-year relative FFO per share growth, excluding any impairments,
compared to other real estate investment trust (“REIT”) peers as of December 31, 2012; and (iii)
long-term incentive plan cash awards, which shall be treated as performance units for purposes of
the Company’s 2007 Equity Incentive Plan, tied to 3-year relative total shareholder return compared
to other REIT peers as of December 31, 2012. For 2010, the Committee approved total LTI award
opportunities ranging from 93.3% to 430.0%, expressed as a percentage of each executive officer’s
base salary.
Restricted stock and performance share grants under the 2010 Executive Compensation Program were
made on March 30, 2010. The number of shares granted was determined by dividing the award dollar
value by the Company’s average closing stock price for the ten business days immediately prior to
March 30, 2010.
If the executive officers are terminated prior to the applicable vesting periods for awards, the
following provisions shall apply with respect to the type of termination listed (capitalized terms
otherwise not defined herein shall have the meaning in each executive officer’s employment
agreement):
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Change of Control: vesting will accelerate for service-based awards and for
performance-based awards at the target level. |
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Death or Disability: vesting will accelerate for service-based awards; vesting
for performance-based awards will accelerate on the following schedule based on when
termination occurs: 1/3rd of the target level in the first year;
2/3rd of the target level in the second year; and at the target level in the
third year. |
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Without Cause by the Company or for Good Reason by the Executive: vesting will
accelerate pro rata for service-based awards based on the date of termination;
performance-based awards will be allowed to run their course to determine the performance
level and the executive officer will receive a pro rata amount based on the date of
termination. |
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Natural Termination: during the initial term, vesting will accelerate for
service-based awards, but in renewal terms vesting will accelerate pro rata for
service-based awards based on the date of termination and performance-based awards will be
allowed to run their course to determine the performance level and the executive officer
will receive a pro rata amount based on the date of termination. |
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For Cause by the Company or without Good Reason by the Executive: outstanding
service-based and performance-based awards shall be forfeited. |
Notwithstanding the foregoing summary of the 2010 Executive Compensation Program, the Committee, at
its discretion, may review and modify the provisions of such program at any time.