Adjustment of Outstanding SITE Centers Corp. Equity Awards Following Curbline Spinoff (SITC Employees)
This notice explains how SITE Centers Corp. (SITC) adjusted outstanding equity awards for its employees following the October 1, 2024, spin-off of Curbline Properties Corp. (CURB). Employees holding SITC restricted share units (RSUs), performance-based RSUs, or stock options had their awards recalculated to maintain equivalent value after the spin-off. Performance-based RSUs were converted to time-based RSUs, and vesting schedules were updated accordingly. The adjustments were made by SITC’s Compensation Committee and are governed by the original award agreements and equity plan, as modified by this notice.
Exhibit 10.10
ADJUSTMENT OF OUTSTANDING SITE CENTERS CORP. EQUITY AWARDS
(CURBLINE SPINOFF – SITC EMPLOYEES)
October 30, 2024
(for adjustments deemed effective as of October 1, 2024)
Introduction
Effective October 1, 2024, SITE Centers Corp. (“SITC”) effectuated a spin-off of Curbline Properties Corp. (“CURB”), which resulted in the distribution of 100% of SITC’s interest in CURB to holders of SITC common shares, par value $0.10 per share (“Common Shares” and such spin-off, the “Spin-Off”). CURB is now a publicly traded company. For more information about the Spin-Off, please refer to the information statement included as Exhibit 99.1 to the Registration Statement on Form 10, which was publicly filed by CURB with the U.S. Securities and Exchange Commission on September 3, 2024 (the “Information Statement”), as well as the Employee Matters Agreement by and between SITC and CURB that is an exhibit to such Registration Statement (the “Employee Matters Agreement”). The Registration Statement is available online at https://www.sec.gov/Archives/edgar/data/2027317/000119312524212125/d17677d1012b.htm.
This notice (“Notice”) describes the adjustment of outstanding SITC time-based restricted share unit, performance-based restricted share unit, and stock option awards, to the extent you held each (or any) of such awards immediately prior to the Spin-Off, all as now reflected in your account on the Shareworks website, as accessed through SITC’s intranet.
Adjusted RSU Awards
As a result of the Spin-Off, each time-based restricted share unit award that was outstanding as of immediately prior to the Spin-Off, and granted by SITC to you (if any) ( “RSU Award”) pursuant to the terms of the applicable SITC equity incentive plan (“Equity Plan”) and the related grant agreement documentation (the “RSU Agreement”), was equitably adjusted pursuant to its terms as of the date of, and immediately prior to the effective time of, the Spin-Off as follows (each, an “Adjusted RSU Award”):
Terms of Each Adjusted RSU Award
This adjustment was determined by the Compensation Committee of the Board of Directors of SITC (the “Committee”) under the terms of the Equity Plan. Except as provided herein, each Adjusted RSU Award continues to be governed by (1) the RSU Agreement that covers such RSU Award (implementing the changes as described in the bullet points above), and (2) the Equity Plan under which such RSU Award was granted (with such RSU Award deemed adjusted in all other
manners to reflect substantially the adjustment of such RSU Award as described in the Information Statement and the Employee Matters Agreement).
Adjusted PRSU Awards
As a result of the Spin-Off, each performance-based restricted share unit award that was outstanding as of immediately prior to the Spin-Off and granted by SITC to you (if any) ( “PRSU Award”) pursuant to the terms of the Equity Plan and the related grant agreement documentation (the “PRSU Agreement”), was equitably adjusted pursuant to its terms into a time-based restricted share unit award covering Common Shares as of the date of, and immediately prior to the effective time of, the Spin-Off as follows (each, a “Replacement RSU Award”):
Terms of Each Replacement RSU Award
The PRSU Award has also been adjusted into the Replacement RSU Award in the following ways:
These adjustments were determined by the Committee under the terms of the Equity Plan. Except as provided herein, each Replacement RSU Award continues to be governed by (1) the PRSU Agreement that covers such PRSU Award (implementing the changes as described above), and (2) the Equity Plan under which such PRSU Award was granted (with such PRSU Award deemed adjusted in all other manners to reflect substantially the adjustment of such PRSU Award as described in the Information Statement and the Employee Matters Agreement).
Adjustment of Option Awards As a result of the Spin-Off, each stock option that was outstanding as of immediately prior to the Spin-Off and granted by SITC to you ( “Option”) pursuant to the terms of the Equity Plan and related grant agreement documentation (the “Option Agreement”), was equitably adjusted pursuant to its terms as of the date of, and immediately prior to the effective time of, the Spin-Off as follows (each, an “Adjusted Option”):
Terms of Each Adjusted Option
These adjustments were determined by the Committee under the terms of the Equity Plan. Except as provided herein, each Adjusted Option continues to be governed by (1) the Option Agreement that covers such Option (implementing the changes as described in the bullet point above), and (2) the Equity Plan under which such Option was granted (with such Option deemed adjusted in all other manners to reflect substantially the adjustment of such Option as described in the Information Statement and the Employee Matters Agreement included as an exhibit thereto).