UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 29, 2006
EASTGROUP PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 1-07094 13-2711135
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
300 One Jackson Place, 188 East Capitol Street, Jackson, MS 39201
(Address of Principal Executive Offices, including zip code)
(601) 354-3555
(Registrant's telephone number, including area code)
Not Applicable
(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 obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 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))
Page 1 of 3 Pages
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On December 29, 2006, the Board of Directors of EastGroup Properties, Inc.
(the "Company"), upon the recommendation of the Compensation Committee of the
Board of Directors, approved and authorized the Company to enter into Severance
and Change-in-Control Agreements with each of the Company's executive officers.
The Severance and Change-in-Control Agreements were approved as an amendment and
restatement of the previous Change-in-Control Agreements with each executive
officer. The material differences between the new Severance and
Change-in-Control Agreements and the previous Change-in-Control Agreements are
as follows: (i) the new agreement eliminates a provision in the previous
Change-in-Control Agreements that provided that during a specified period (the
length of this period varies by executive) after a change-in-control an
executive could leave the employment of the Company or its successor for any
reason (or no reason) and be paid his salary for a period of time; (ii) the new
agreement provides for a severance payment upon termination without cause prior
to a change-in-control equal to 2 times average base salary plus bonus for three
preceding calendar years in case of Messrs. Speed, Hoster and McKey and 1.5
times in the case of Messrs. Coleman, Petsas, Wood and Corkern; (iii) the new
agreement provides for a payment on death equal to the average salary plus bonus
for three preceding calendar years; and (iv) the new agreement provides for
salary continuation in the event of disability until long term disability
insurance takes effect. Copies of the form of Severance and Change-in-Control
Agreements are attached hereto as Exhibits 10(a) and 10(b) and are incorporated
herein by reference.
Additionally, the Board of Directors approved an amendment to the Company's
2004 Equity Incentive Plan to give the Compensation Committee more flexibility
with respect to the terms of equity awards such as the acceleration of awards in
the case of termination without cause, retirement, death or disability. The
Board of Directors also approved an amendment to the Company's 1994 Management
Incentive Plan to eliminate a "gross up" provision that would be inconsistent
with the new Severance and Change-in-Control Agreements. Copies of these Plan
amendments are attached hereto as Exhibits 10(c) and 10(d) and are incorporated
herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits.
10(a) Form of Severance and Change-in-Control Agreement that the Company has
entered into with Leland R. Speed, David H. Hoster II and N. Keith McKey
10(b) Form of Severance and Change-in-Control Agreement that the Company has
entered into with John F. Coleman, William D. Petsas, Brent W. Wood and
C. Bruce Corkern
10(c) Amendment No. 1 to the Amended and Restated EastGroup Properties, Inc.
1994 Management Incentive Plan
10(d) Amendment No. 2 to the EastGroup Properties, Inc. 2004 Equity Incentive
Plan
Page 2 of 3 Pages
SIGNATURES
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.
Date: January 5, 2007
EASTGROUP PROPERTIES, INC.
By: /s/ N. KEITH MCKEY
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N. Keith McKey
Executive Vice President,
Chief Financial Officer and Secretary
Page 3 of 3 Pages