Director and Executive Stock Ownership Guidelines
The purpose of these Director and Executive Stock Ownership Guidelines ("Ownership Guidelines") is to align the interests of directors and key executives with the interests of shareholders by requiring ownership of First Industrial's common stock by management and to further promote First Industrial's commitment to sound corporate governance.
First Industrial's Ownership Guidelines apply to the following persons:
- Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and Chief Investment Officer ("CIO")
- All Executive Vice Presidents
Determination of Stock Ownership Goals
The stock ownership goal for each person subject to the Ownership Guidelines is determined on an individual basis as a multiple of the director's annual retainer or the executive's base salary as follows:
- 3x for Directors not also serving in an enumerated senior management position;
- 5x for the CEO; and
- 4x for CFO, CIO, and the Executive Vice Presidents.
A director's retainer includes the annual retainer fees (currently paid monthly) and the annual restricted stock grant, but will not include chairperson fees or board or committee attendance fees. For purposes of the calculation above, the value of the portion of a director's retainer paid in restricted stock shall be measured as of the date of grant using the closing price on the NYSE of First Industrial's common stock on such date.
The stock ownership goal under the Ownership Guidelines for persons assuming a director or executive level position will be determined using their current retainers or base salaries and using the greater of (i) the market price on the date of purchase or grant of such common stock (or equity valued by reference to common stock) or (2) the market price of such common stock (or equity valued by reference to common stock) as of the date compliance with these Ownership Guidelines is measured.
Counting Shares Owned
Only shares of First Industrial common stock that are owned in the following forms will be considered in determining whether an individual's stock ownership goal has been achieved:
- Shares owned directly by the individual or his or her immediate family members residing in the same household;
- Shares held in an individual's IRA accounts;
- Shares held by an individual in First Industrial's 401 (k) plan;
- Shares owned by an individual under any First Industrial sponsored restricted stock or similar type plan, including any performance based share plan, regardless of restrictions or risk of forfeiture;
- Shares held in a grantor trust for the benefit of the individual or his or her immediate family members residing in the same household;
- Shares owned by a partnership, limited liability company or other entity to the extent of the individual's interest therein (or the interest therein of his or her immediate family members residing in the same household), but only if the individual has or shares power to vote or dispose of the shares.
For purposes of these Ownership Guidelines, shares shall include a) limited partnership units of First Industrial, L.P. and b) share equivalents under First Industrial sponsored plans. Share equivalents shall not include any amounts attributable to outstanding stock options.
In general, individuals will have a five-year period to attain their stock ownership goals. Directors and executives subject to the Ownership Guidelines as of January 1, 2008 are required to achieve their goal by January 1, 2013. Directors and executives first subject to the Ownership Guidelines after January 1, 2008 are required to achieve their goal by the fifth anniversary of the date they become subject to these Ownership Guidelines. If an individual's stock ownership goal increases because of a change in position, a five-year period to achieve the incremental amount of shares will begin on the effective date of the change in position. In the event of an increase in a director’s annual retainer fee or an executive officer’s base salary, he or she is expected to meet the higher ownership amount with respect to such increase within the later of the original period or three years from the effective date of the increase.
Stock Retention Requirements
Subject to the further restriction below, the following restrictions will apply during any time-period during which the individual's stock ownership goal has not been achieved, including during the 5-year period to attain compliance with the Ownership Guidelines:
- The individual will be required to retain at least 75% of "Net Shares" delivered through First Industrial's director or executive compensation plans. "Net Shares" are defined to include First Industrial common stock or units of First Industrial, L.P., and include those shares that are owned by the individual after shares are sold, swapped or traded to pay applicable withholding taxes1 and the exercise price of stock options. Transfers of stock options shall not exempt the individual from this retention requirement.
- Shares that are owned by an individual on the date that he or she becomes subject to the Ownership Guidelines may be disposed of only for one or more of the "exclusion" purposes set forth below under the heading “Exclusions” and only upon compliance with the procedures set forth therein.
If an individual's stock ownership goal under the Ownership Guidelines is not attained by the end of the specified period, the retention requirement applicable to that individual under the first bullet above shall be increased to 100%.
Once an individual achieves his or her stock ownership goal, the retention restrictions no longer will apply unless a disposition would cause the individual's stock ownership to fall below his or her goal. The retention requirements above shall be the sole consequence of any failure to attain or to maintain any stock ownership goal under these Ownership Guidelines.
During any period in which an individual's stock ownership goal is not met, share dispositions will be permitted only for the following reasons:
- Estate planning;
- Gifts to charity;
- Post-secondary education funding; and
- Funding the purchase of a primary residence.
To be excluded from the retention requirement for any of these purposes an individual must submit a written request for exclusion to the General Counsel, detailing the reasons for the disposition, a description of the stock transaction for which the exclusion is being requested, the number of shares that will be sold, and a comparison of the individual's share ownership to the required amount before and after the disposition. The General Counsel will review the request and will make the final decision. Any such exclusion permitted shall be deemed to be consistent with these Ownership Guidelines and shall not be deemed a waiver.
There may be rare instances in which compliance with the Ownership Guidelines would place a severe hardship on an individual or would prevent an individual from complying with a court order, such as in the case of a divorce settlement. In these instances, the individual must submit a request in writing to the General Counsel that summarizes the circumstances and describes the extent to which an exemption from the Ownership Guidelines is being requested. The General Counsel will review the request with the Chief Executive Officer (or the Chairman of the Nominating/Corporate Governance Committee in the case of a request by the Chairman or Chief Executive Officer) and will make the final decision. If the request is granted in whole or in part, the General Counsel will, in consultation with the individual, develop an alternative stock ownership plan that reflects both the intention of these Ownership Guidelines and the individual's particular circumstances. Any such granted request and alternative stock ownership plan shall be deemed to be consistent with these Ownership Guidelines and shall not be deemed a waiver.
Upon the request of First Industrial, and for those officers and directors that are not otherwise subject to compliance with Section 16 reporting requirements, individuals subject to these Ownership Guidelines shall be required to provide a schedule disclosing the number of shares owned (by category listed under the heading “Counting Shares Owned”), and to sign an attestation as to the accuracy of such schedule.
The Ownership Guidelines shall be administered and interpreted by the General Counsel.