SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): January 6, 2010

 

LEXINGTON REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland

1-12386

13-3717318

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

 

One Penn Plaza, Suite 4015, New York, New York

10119-4015

 

(Address of Principal Executive Offices)

(Zip Code)

 

(212) 692-7200

(Registrant's Telephone Number, Including Area Code)

 

____________________________________________________

  (Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

 

___

Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

 

___

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

___

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

___

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Employment Agreement Extensions

 

On January 6, 2010, Lexington Realty Trust (the "Trust") entered into separate amendments to the Employment Agreements (each an "Amendment" and collectively, the "Amendments") with each of E. Robert Roskind, the Trust’s Chairman, T. Wilson Eglin, the Trust’s Chief Executive Officer, President and Chief Operating Officer, Richard J. Rouse, the Trust’s Vice Chairman and Chief Investment Officer, and Patrick Carroll, the Trust’s Executive Vice President, Chief Financial Officer and Treasurer (collectively, the "Executives"). The Amendments amend the employment agreements of each of the Executives to extend the expiration of the current term from July 5, 2010 to July 15, 2010, so that the Trust has additional time to negotiate the terms of any renewal or new employment agreements with the Executives.

 

Attached as Exhibit 10.1 to this Current Report on Form 8-K is a copy of the form of Amendment. The description of the Amendments does not purport to be complete and is qualified in their entirety by reference to the copy attached as an exhibit.

 

Executive Compensation

 

On January 8, 2010, the Compensation Committee, after consultation with FPL Associates L.P., an independent compensation consultant, granted the following annual incentive awards to the Executives:

 

 

 

 

 

Name and Title

2009 Annual Incentive Award(1)

2008 Annual Incentive Award(2)

Decrease from 2008 Annual Incentive Award

Percentage Decrease from 2008 Annual Incentive Award

T. Wilson Eglin

$ 275,000

$700,000

$425,000

60.7%

Patrick Carroll

$ 187,500

$510,000

$322,500

63.2%

E. Robert Roskind

$ 220,000

$440,000

$220,000

50.0%

Richard J. Rouse

$ 195,000

$460,000

$265,000

57.6%

__________
(1)     100% in cash.
(2)     50% in cash and 50% in performance based non-vested shares.
 

A portion of the annual incentive award equal to one twenty-fourth of the executive’s base salary was paid in cash on December 15, 2009 pursuant to existing company practice. The remainder of the annual incentive award is payable in cash on January 15, 2010.

 

In addition to the annual incentive awards, the Compensation Committee granted long-term incentive awards under the Lexington Realty Trust 2007 Equity-Based Award Plan consisting of options to purchase common shares of the Trust, as follows:

 

 

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Name and Title

Number of Common Shares Underlying 2010 Share Option Award

Number of Common Shares Underlying Previously Granted 2009 Share Option Award(1)

Percentage Decrease from 2009 Share Option Awards

 

T. Wilson Eglin

330,000

467,500

29.4%

Patrick Carroll

165,000

233,800

29.4%

E. Robert Roskind

200,000

289,900

31.0%

Richard J. Rouse

180,000

233,800

23.0%

__________
(1)  Subject to performance based vesting.

The share option awards (1) have an exercise price of $6.39 per share (the closing price of a common share of the Trust on the New York Stock Exchange on January 8, 2010, which was the grant date); and (2) vest 20% on December 31, 2010, 20% on December 31, 2011, 20% on December 31, 2012, 20% on December 31, 2013 and 20% on December 31, 2014; (4) terminate on the earlier of (x) six months of termination of service with the Trust and (y) December 31, 2019.

 

The share option award granted to each executive is governed by a share option agreement. The form of share option agreement is filed as Exhibit 10.2 to this Current Report. This Current Report describes certain terms of these non-vested share agreements, and such descriptions are qualified in their entirety by reference to the full text of such agreements.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

 

10.1

Form of Third Amendment to Employment Agreements with each of E. Robert Roskind, T. Wilson Eglin, Richard J. Rouse and Patrick Carroll

 

 

10.2

Form of 2010 Share Option Award Agreement

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Lexington Realty Trust

 

Date: January 11, 2010

By:

/s/ T. Wilson Eglin

 

T. Wilson Eglin

 

Chief Executive Officer

 
 
 
 
 
 
 
 
 
 

 

 


Exhibit Index

 

 

10.1

Form of Third Amendment to Employment Agreements with each of E. Robert Roskind, T. Wilson Eglin, Richard J. Rouse and Patrick Carroll

 

 

10.2

Form of 2010 Share Option Award Agreement