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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DONNELL JON M 201 ALHAMBRA CIRCLE 12TH FLOOR CORAL GABLES, FL 33134 |
X | PRESIDENT AND CEO |
JON M. DONNELL | 11/17/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Of the 310,000 Restricted Shares of Common Stock (the "Shares") awarded, 70,000 Shares (the "time based award") vest incrementally over a time period ending December 31, 2014, and up to 240,000 Shares (the "performance based award") vest depending upon the price of the Issuer's Common Stock being at least equal to specified hurdle prices (ranging from $25 to $40) for 20 trading days out of any consecutive 30-day period of time at dates through December 31, 2015, in each case subject to the Reporting Person's continued employment with the Issuer. (See Note 2 for a continued description of the terms and conditions of the award of the Shares.) |
(2) | Subject to the terms of that certain Employment Agreement dated as of October 19, 2010 between the Issuer and the Reporting Person (the "Agreement"), in the event the Reporting Person's employment is terminated by the Issuer without Cause (as such term is defined in the Agreement) or the Reporting Person terminates his employment for Good Reason (as such term is defined in the Agreement), Reporting Person will be entitled to receive: (a) a number of the time based award Shares that will vest as of the date of termination based on the number of Shares that would have vested during that year and the number of days Reporting Person worked that year; and (b) any performanced based Shares that would have vested on December 31 of the year in which termination occurs (because some or all of the applicable provisions of the Agreement were satisfied before the date of such termination). |