Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 2, 2010, the Board of Directors (the “Board”) of Gyrodyne Company of
America, Inc. (the “Company”) approved amendments to the Company’s Incentive
Compensation Plan originally adopted on June 25, 1999 (the
“Plan”). The amendments are set forth in an Amended and Restated
Incentive Compensation Plan dated as of February 2, 2010, a copy which is filed
herewith as Exhibit 10.1 and incorporated by reference herein (the “Amended
Plan”). The Board approved the Amended Plan to better align the
interests of the participants in the Amended Plan with those of the Company’s
shareholders as the Company pursues its strategic plan to position itself over a
reasonable period of time for one or more liquidity events that will maximize
shareholder value. The Amended Plan provides for, among other
things:
Payments Resulting from
Distributions to Shareholders Following Asset Dispositions. If
the Company receives proceeds from the disposition of assets during any
twelve-month period in an aggregate dollar amount greater than or equal to 15%
of the total gross fair market value of all the assets of the Company
immediately before such dispositions, and within twelve months following the
last disposition the Company distributes to shareholders an amount that exceeds
income from operations (an “Excess Dividend”), the Company will pay Amended Plan
participants an aggregate amount equal to the Excess Dividend per share
multiplied by the number of ICR Units in the Amended Plan, currently 110,000
(the “Disposition Dividend”); provided that the Disposition Dividend may not
exceed the aggregate amount of payments under the Amended Plan that would have
been paid had there been a change-in-control consummated on the date of the
payment of the Disposition Dividend. This change was made to
encourage management and the Board to consider asset dispositions followed by
distributions of proceeds that are in the best interests of the Company’s
shareholders but which would otherwise result in a reduction of potential
benefits under the Amended Plan.
Vesting. The
rights of all Amended Plan participants will immediately vest with respect to
their percentage benefit allocations. As originally adopted, Plan
participants would not vest until the closing of a change-in-control
transaction.
New
Participants. As originally adopted, the economic benefit
payable to a participant upon a change-in-control transaction was calculated
without regard to when an individual became a participant, i.e., such
participant’s Plan payment would be equal to the spread between the Company’s
stock price at the time of the change-in-control transaction and the stock price
at Plan adoption, multiplied by the number of units in the Plan, and then
multiplied by such participant’s individual percentage allocation of Plan
dollars. As amended, for any individual who becomes a participant
after December 31, 2009, the average closing market price of the Company’s stock
on the Nasdaq Stock Market for the ten trading days ending on the trading day
prior to the date of participation will replace the stock price at Plan adoption
in 1999 for the calculation of benefits.
Terminated Employees and
Directors. For any Amended Plan participant who is no longer
an employee or director on the date of a payment event, the lesser of (i) the
transaction date stock price, or (ii) the average closing market price of the
Company’s stock on the Nasdaq Stock Market for the ten trading days ending on
the trading day prior to the date of departure of the withdrawn participant will
replace the transaction date price in the calculation of benefits.
Death. Any
participant who dies prior to the occurrence of a payment event will be treated
as a terminated employee or director and, accordingly, receive payment upon the
occurrence of such payment event. Previously, the Plan provided that
the estate of the decedent would receive payment within 60 days following death
as if a change-in-control transaction had occurred on the date of
death.
The individual percentage allocations
for current participants, including the Company’s named executive officers, are
set forth in the chart in Section 5 of the Amended Plan, attached as Exhibit
10.1 hereto
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
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10.1
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Amended
and Restated Incentive Compensation Plan dated as of February 2,
2010.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.
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GYRODYNE
COMPANY OF AMERICA, INC. |
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By:
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/s/ Stephen
V. Maroney |
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Stephen
V. Maroney
President and Chief Executive Officer
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Date: February
8, 2010 |
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