AMERICAN RESIDENTIAL PROPERTIES, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 2, 2014, American Residential Properties, Inc. (the "Company") issued
a press release announcing that it has hired Christopher J. ("Jay") Byce as its
Senior Vice President, Investments. The Company entered into an Executive
Severance and Change in Control Agreement with Mr. Byce on December 27, 2013,
which becomes effective as of January 6, 2014. The terms of the Executive
Severance and Change in Control Agreement will apply during the terms of Mr.
Byce's employment with the Company. Under the terms of the Executive Severance
and Change in Control Agreement, Mr. Byce will be entitled to receive:
• an annual salary of $250,000 per year, which may be increased from time to
time in subsequent years by an amount and on such conditions as may be
approved by the Board or the Compensation Committee of the Board;
• a one-time cash signing bonus in the amount of $50,000;
• an initial award of LTIP units pursuant to the Company's 2012 Equity
Incentive Plan valued at $150,000 based on the average closing price of
the Company's common stock on the NYSE during the ten (10) trading days
immediately preceding the grant date of January 6, 2014. These LTIP Units
will be subject to forfeiture restrictions that will lapse (which we refer
to as vesting) in equal 1/3 installments on each of the first three
anniversaries of the grant date, subject to the Executive's continued
employment until the applicable vesting date and subject to accelerated
vesting in the event of termination of Mr. Byce's employment by the
Company without cause, resignation by Mr. Byce with good reason,
termination of Mr. Byce's employment due to death or disability or in the
event of change in control of the Company;
• annual cash bonuses upon approval by the Compensation Committee in its
discretion, with an initial target level equal to 60% of the annual
• participation in any group life, hospitalization or disability insurance
plan, health program, pension and profit sharing plan, 401(k) plan,
relocation program and similar benefits that may be available to other
senior executives of the Company generally, on the same terms as may be
applicable to such other executives.
In addition, the Company has agreed to reimburse Mr. Byce's reasonable moving
expenses from Atlanta, Georgia to Scottsdale, Arizona and, until such time as
Mr. Byce sells his family home in Atlanta, Georgia, to manage and arrange for
the leasing out of his home for his benefit (less leasing commissions) without
charging him a management fee.
In the event that Mr. Byce's employment is terminated without cause or he
resigns with good reason, he will be entitled to receive severance benefits
• his annual salary and annual bonus earned and accrued prior to the date of
termination, and all other benefits that are earned and accrued under the
agreement and under applicable Company benefit plans prior to the date of
termination, and reimbursement of expenses incurred by the Executive prior
to the date of such termination for expenses that are reimbursable
expenses under the terms of this Agreement;
• subject to his signing and the effectiveness of a general release of
claims in favor of the Company, a cash payment equal to one (1) times the
sum of (A) Mr. Byce's annual salary as in effect on the effective date of
termination, plus (B) the average annual bonus actually paid for the two
fiscal years preceding the date of termination, payable in twelve (12)
equal monthly installments. If the date of termination occurs before
annual bonuses have been paid for two fiscal years, then the average
annual bonus will equal the most recently paid annual bonus unless the
date of termination occurs before any annual bonus has been paid, in which
case the average annual bonus will be based on the initial target level
referenced above; and
• accelerated vesting of any unvested equity awards.
In the event that Mr. Byce's employment is terminated for cause, Mr. Byce will
only be entitled to receive his earned and accrued annual salary and annual
bonus prior to the date of termination and reimbursable expenses incurred prior
to the date of termination.
In the event of a change in control of the Company, any unvested equity awards
will vest immediately prior to the change in control event.
Following his termination, Mr. Byce will be subject to certain non-competition
and non-solicitation restrictions for a period of:
• one (1) year following a termination of his employment by the Company
without cause or resignation by him with good reason, and
• one-hundred eighty (180) days following a termination of his employment by
the Company for cause or resignation by him for any reason other than
disability or without good reason; provided, however, that the Company
will have the option to extend the period for up to an additional
one-hundred eighty (180) days if the Company pays Mr. Byce his annual
salary and a pro rated portion of his annual bonus at the then applicable
target level during such extended period.
The foregoing description of the Executive Severance and Change in Control
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Executive Severance and Change in Control Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 2, 2014, the Company issued a press release announcing that it has
hired Christopher J. ("Jay") Byce as its Senior Vice President, Investments. A
copy of that press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Executive Severance and Change in Control Agreement, dated as of
December 27, 2013 and effective January 6, 2014, by and between
American Residential Properties, Inc. and Christopher J. ("Jay")
99.1 Press release announcing the appointment of Christopher J. ("Jay")
Byce as the Company's Senior Vice President Investments.
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