- Current report filing (8-K)
01 August 2009 - 7:22AM
Edgar (US Regulatory)
UNITED STATES
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):
July 28, 2009
DEVELOPERS DIVERSIFIED REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Ohio
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001-11690
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34-1723097
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3300 Enterprise Parkway, Beachwood, Ohio
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44122
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (216) 755-5500
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2009, Developers Diversified Realty Corporation, an Ohio corporation (the
Company
), entered into a Separation Agreement and Release (the
Separation Agreement
) with
Timothy J. Bruce as a result of the elimination of his position as the Companys Executive Vice
President of Development. Mr. Bruce has ceased serving as an executive officer and Section 16
officer of the Company. The Separation Agreement reflects Mr. Bruces departure as a termination
without cause and provides that his employment with the Company will terminate on October 27, 2009
due to a 90-day notice requirement. Until that date, Mr. Bruce will continue to receive his
current compensation and benefits from the Company. The Separation Agreement is subject to a
revocation period in favor of Mr. Bruce.
Pursuant to the Separation Agreement, Mr. Bruce will receive a lump-sum payment (less
applicable deductions) equal to $1,278,000 in May 2010. Mr. Bruce will also continue to receive
the Companys health and welfare benefits coverage for him and his eligible dependents for up to
two years following his employment on the same terms applicable to the Companys active employees,
and will receive one year of outplacement services. In consideration of these payments and
benefits, Mr. Bruce has agreed to a general release of potential claims against the Company and
certain related parties. The treatment of Mr. Bruces equity and incentive awards will be governed
by the applicable provisions of the Companys plans covering such awards. The Company has agreed
to waive Mr. Bruces one-year non-competition covenant, but other covenants provided for in Mr.
Bruces Amended and Restated Employment Agreement with the Company will remain in full force and
effect, including his confidentiality, non-solicitation and cooperation covenants.
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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.
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DEVELOPERS DIVERSIFIED REALTY CORPORATION
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By:
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/s/ William H. Schafer
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William H. Schafer
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Executive Vice President and Chief Financial Officer
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Date: July 31, 2009
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