EXHIBIT 10
AMENDMENT NO. 1 TO
REGENCY REALTY CORPORATION
1993 LONG TERM OMNIBUS PLAN
WHEREAS, Regency Realty Corporation ("Regency") has entered into an
Agreement and Plan of Merger dated September 23, 1998 (as it may be amended,
the "Merger Agreement") with Pacific Retail Trust ("PRT"), pursuant to which
PRT will be merged into Regency, and
WHEREAS, pursuant to the Merger Agreement, Regency has agreed (a) to provide
PRT officers and employees and continuing non-employee directors who hold PRT
options and become Regency officers or employees or non-employee directors
with substitute options and (b) to grant substitute options in lieu of
severance compensation to three departing PRT executives even though they will
not be employed by Regency after the merger, and
WHEREAS, in order to satisfy its obligations under the Merger Agreement, the
Board of Directors hereby amends the 1993 Long Term Omnibus Plan (the "Plan")
as set forth herein pursuant to Section 13.1 of the Plan, and
WHEREAS, capitalized terms used and not defined herein have the meanings
assigned thereto in the Plan.
(1) Section 2.10 is hereby amended and restated in its entirety as follows
(added language is underscored:
2.10 KEY EMPLOYEE means any officer or other key employee of the
Company or of any Affiliate who is responsible for or contributes to
the management, growth, or profitability of the business of the Company
or any Affiliate as determined by the Committee. For purposes of the
grant of substitute options pursuant to the Agreement and Plan of
Merger dated September 23, 1998 between the Company and Pacific Retail
Trust (as it may be amended, the "Merger Agreement"), each of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be deemed to be a Key
Employee even though such person is not a Key Employee of the Company
or of any Affiliate provided that within 15 days of the effective date
of the merger contemplated by the Merger Agreement such person becomes
an officer or other key employee of, or performs material services for,
Security Capital Group Incorporated ("SCG") OR OF ANY ENTITY THAT IS A
"SUBSIDIARY" CORPORATION AS THAT TERM IS DEFINED IN CODE SECTION 424(F)
WITH RESPECT TO SCG OR ANY OTHER AFFILIATE OF SCG DESIGNATED AS SUCH BY
SCG ("RELATED COMPANY") AND PROVIDED FURTHER THAT THE SUBSTITUTE
OPTIONS GRANTED TO ANY SUCH PERSON SHALL EXPIRE, TO THE SAME EXTENT
THAT THE PACIFIC RETAIL TRUST OPTIONS REPLACED BY SUCH SUBSTITUTE
OPTIONS WOULD HAVE EXPIRED, FOLLOWING THE DATE ON WHICH SUCH PERSON
BOTH CEASES TO BE AN EMPLOYEE OF, AND TO PERFORM MATERIAL SERVICES FOR,
SCG AND THE RELATED COMPANIES.
(2) Section 4.1 is hereby amended and restated in its entirety as follows
(added language is underscored):
4.1 NUMBER OF SHARES AVAILABLE. The maximum number of Shares which
may be issued under the Plan and as to which Awards may be granted is 6
percent of the Shares
issued and outstanding on the Registration Date, plus 6 percent of any
Shares issued pursuant to the exercise by the underwriters of an over-
allotment option described in the Registration Statement, increased on
December 31 of each year by the sum of (i) 6 percent of any increase in
the number of Shares outstanding for such year as a result of any
subsequent public offering of Shares, and (ii) 2 percent of the number
of Shares outstanding on such December 31 prior to the application of
this formula. In no event, however, except as subject to adjustment as
provided hereunder, shall more than the lesser of (i) 12 percent of all
Shares outstanding on December 31 of the immediately preceding year, or
(ii) 3 million Shares be cumulatively available for issuance under the
Plan. In addition to the number of Shares available under the Plan
pursuant to the foregoing, there may be issued under the Plan an
additional 2,520,000 Shares (the number of shares originally authorized
under Pacific Retail Trust's long-term incentive plan multiplied by
0.48). Shares available for Awards which are not awarded in one
particular year may be awarded in subsequent years. Any and all Shares
may be issued in respect of any of the types of Awards. The Shares to
be offered under the Plan may be authorized and unissued Shares or
treasury Shares. The number of Shares covered by an Award under the
Plan, or to which such Award relates, shall be counted on the date of
grant of such Award against the number of Shares available for granting
Awards under the Plan.
(3) In the event that the Merger Agreement shall be terminated prior to any
merger, or in the event that this Amendment No. 1 shall not be approved
by shareholders of the Company within one year after the date of
adoption hereof, this Amendment No. 1 shall be null and void. This
Amendment No. 1 shall take effect simultaneously with the effectiveness
of the merger contemplated by the Merger Agreement.
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