-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, APDkhtybKFraQ253sAjePvyEWEqNwftnL4lCD+ZEs9XEzmWY0t/CdKc8+bCoO7Wf ytIKGVJDLSd7bE3sId/Gsg== 0000898430-01-500342.txt : 20010502 0000898430-01-500342.hdr.sgml : 20010502 ACCESSION NUMBER: 0000898430-01-500342 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010501 EFFECTIVENESS DATE: 20010501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAUL CENTERS INC CENTRAL INDEX KEY: 0000907254 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521833074 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59962 FILM NUMBER: 1619212 BUSINESS ADDRESS: STREET 1: 8401 CONNECTICUT AVE CITY: CHEVY CHASE STATE: MD ZIP: 20815 BUSINESS PHONE: 3019866207 MAIL ADDRESS: STREET 1: 8401 CONNECTICUT AVE CITY: CHEVY CHASE STATE: MD ZIP: 20815 S-8 1 ds8.txt FORM S-8 File No. __________ As filed with the Securities and Exchange Commission on May 1, 2001. ________________________________________________________________________________ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________ SAUL CENTERS, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 52-1833074 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 8401 Connecticut Avenue, Chevy Chase, Maryland 20815 (Address of Principal Executive Offices) SAUL CENTERS, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS ( Full Title of the Plan) Scott Schneider Senior Vice President, Saul Centers, Inc. 8401 Connecticut Avenue Chevy Chase, Maryland 20815 (Name and Address of Agent for Service) (301) 986-6000 (Telephone Number, Including Area Code, of Agent for Service) Copies to: Thomas H. McCormick, Esq. Shaw Pittman 2300 N Street, N.W. Washington, D.C. 20037 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Offering Amount of to be Registered Registered (1)(3) Per Share (2) Price (2) Registration Fee (3) - -------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 50,000 shares $19.00 $950,000.00 $237.50 per share - --------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Saul Centers, Inc. Deferred Compensation Plan For Directors by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(c), based on the average of the high and low sales price on April 26, 2001, as reported by the New York Stock Exchange. (3) Does not include 18,480 shares of Common Stock previously registered under Registration Statement No. 333-82041. A registration fee of $87.03 was previously paid with respect to such amount. Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of 1933, the Prospectus included herein also relates to Registration Statement No. 333-82041. INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS This registration statement relates to the registration of additional shares of the same class as other securities for which a registration statement filed on this form relating to the Saul Centers, Inc. Deferred Compensation Plan For Directors is effective (No. 333-82041). The contents of registration statement No. 333-82041 are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which are on file with the Securities and Exchange Commission (the "Commission"), are incorporated herein by this reference and made a part hereof: (a) The Registrant's Registration Statement on Form S-8 filed on July 1, 1999 (File No. 333-82041); (b) The Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the Registrant's fiscal year ended December 31, 2000; (d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form S-11 (File No. 33-4562) filed pursuant to the Securities Act of 1933, as amended, as incorporated by reference in the Registrant's Registration Statement on Form 8-A filed pursuant to the Exchange Act, including any amendments or reports filed to update the description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification. The Registrant is incorporated under the laws of the State of Maryland. As permitted by Maryland law, and as set forth in the Registrant's Amended and Restated Bylaws, a director or officer of the Registrant is entitled to indemnification by the Registrant against reasonable expenses, including attorneys' fees, incurred in connection with a civil or criminal proceeding in which such director or officer has been involved, or to which he has been, or is threatened to be, made a party, by reason of being a director or officer. In addition, indemnification may be pro- vided against judgments, fines and amounts paid in settlement in such proceedings. In general, however, indemnification is not available where the director or officer acted in bad faith or personally gained a financial profit or other advantage to which he was not legally entitled. The directors and officers of the Registrant are covered by insurance policies against certain liabilities which might be incurred by them in such capacities. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. (Item Number as per Item 601 of Regulation S-K) 5 Opinion of Shaw Pittman with respect to legality of the Common Stock registered hereunder (filed herewith). 23.a Consent of Arthur Andersen LLP (filed herewith). 23.b. Consent of Shaw Pittman (included in its opinion filed as Exhibit 5 hereto). 24 Power of Attorney (included in signature page). 99 Deferred Compensation and Stock Plan for Directors (As Amended April 27, 2001). Item 9. Undertakings. (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereto) which, individually or the aggregate, represents a fundamental change in the information set forth in the registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statements; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed by the II-2 Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering. (b) Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City Chevy Chase, and the State of Maryland, on this 27th day of April, 2001. SAUL CENTERS, INC., a Maryland corporation (Registrant) By: /s/ B. Francis Saul II ---------------------- B. Francis Saul II Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacity and on the date indicated:
Signature Title Date --------- ----- ---- /s/ Scott V. Schneider Senior Vice President, Chief Financial April 27, 2001 - --------------------------- Officer, Treasurer and Secretary (Principal Scott V. Schneider Financial and Accounting Officer)
II-4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott V. Schneider and Philip D. Caraci, and each of them, his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and any or all other documents in connection therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as might or could be done in person, hereby ratifying and confirming all said attorney-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ B. Francis Saul II Chairman of the Board and April 27, 2001 - ---------------------- Chief Executive Officer B. Francis Saul II (Principal Executive Officer) /s/ Scott V. Schneider Senior Vice President, Chief Financial Officer, April 27, 2001 - ---------------------- Treasurer and Secretary (Principal Financial and Scott V. Schneider Accounting Officer) /s/ B. Francis Saul III Vice Chairman of the Board April 27, 2001 - ----------------------- B. Francis Saul III /s/ Philip D. Caraci President and Director April 27, 2001 - -------------------- Philip D. Caraci /s/ Gilbert M. Grosvenor Director April 27, 2001 - ------------------------ Gilbert M. Grosvenor /s/ Philip C. Jackson, Jr Director April 27, 2001 - ------------------------- Philip C. Jackson, Jr. /s/ General Paul X. Kelley Director April 27, 2001 - -------------------------- General Paul X. Kelley USMC (Ret.) /s/ Charles R. Longsworth Director April 27, 2001 - -------------------------
II-5 Signature Title Date --------- ----- ---- Charles R. Longsworth /s/ Patrick F. Noonan Director April 27, 2001 - --------------------- Patrick F. Noonan /s/ Mark Sullivan III Director April 27, 2001 - --------------------- Mark Sullivan III /s/ James W. Symington Director April 27, 2001 - ---------------------- James W. Symington /s/ John R. Whitmore Director April 27, 2001 - -------------------- John R. Whitmore II-6 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 5 Opinion of Shaw Pittman (including consent) with respect to legality 23.a Consent of Arthur Andersen LLP 23.b Consent of Shaw Pittman (included in its opinion filed as Exhibit 5 hereto) 24 Power of Attorney (included in signature page) 99 Deferred Compensation and Stock Plan for Directors (As Amended April 27, 2001) II-7 EX-5 2 dex5.txt EXHIBIT 5 ShawPittman - -------------------------------------------------------------------------------- A Law Partnership Including Professional Corporation EXHIBIT 5 May 1, 2001 Saul Centers, Inc. 8401 Connecticut Avenue Chevy Chase, MD 20815 Re: Form S-8 Registration Statement ------------------------------- Dear Sirs: We have acted as counsel for Saul Centers, Inc., a Maryland corporation (the "Company"), in connection with a Registration Statement on Form S-8 which is being filed by the Company under the Securities Act of 1933, as amended (the "Registration Statement"). The Registration Statement relates to the offering of up to 50,000 shares of common stock, par value $.01 per share (the "Shares"), of the Company, that may be offered and sold from time to time pursuant to the Company's Deferred Compensation and Stock Plan for Directors (the "Plan"). For the purposes of this opinion, we have examined copies of the following documents: 1. The Registration Statement; 2. The Articles of Incorporation of the Company (the "Articles of Incorporation"), as amended, restated or supplemented, as of the date hereof; 3. The Bylaws of the Company (the "Bylaws"), as amended, restated or supplemented, as of the date hereof; 4. The Resolutions of the Board of Directors of the Company dated April 27, 2001; 5. A certificate of an officer of the Company dated as of the date hereof; and 6. Such other documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination of the foregoing documents, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the completeness and authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified, telecopied, photostatic or reproduced copies. Saul Centers, Inc. May 1, 2001 In connection with the opinions expressed below, we have assumed that, at and prior to the time of the sale and delivery of the Shares pursuant to the Registration Statement, (i) the Resolutions of the Board of Directors authorizing the offering and sale of the Shares have not been amended, modified or rescinded, (ii) the Registration Statement has been declared effective and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings with respect thereto have been commenced or threatened, and (iii) there has not occurred any change in law materially adversely affecting the power of the Company to offer and sell the Shares or the validity of the Shares. We have also assumed that the offering, sale and delivery of Shares will not at the time of such offering and sale violate or conflict with (1) the Articles of Incorporation, as then amended, restated and supplemented, and the Bylaws, as then amended, restated and supplemented, of the Company, (2) any provision of any license, indenture, instrument, mortgage, contract, document or agreement to which the Company is a party or by which the Company is then bound, or (3) any law or regulation or any decree, judgment or order applicable to the Company. We have further assumed that the number of Shares to be offered and sold pursuant to the Registration Statement will not at the time of such offering and sale exceed the amount of such class of capital shares authorized in the Articles of Incorporation, as then amended, restated or supplemented, and unissued at such time. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and when sold, issued and delivered by the Company in the manner and on the terms described in the Registration Statement and the Plan, the Shares will be validly issued, fully paid and nonassessable. This opinion is limited to the laws of the United States and the General Corporation Law of Maryland, and we express no opinion as to the laws of any other jurisdiction. Our opinion is rendered only with respect to the laws and the rules, regulations and orders thereunder that are currently in effect. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion. This opinion has been prepared solely for your use in connection with the filing of the Registration Statement, and should not be quoted in whole or in part or otherwise be referred to, nor otherwise be filed with or furnished to any governmental agency or other person or entity, without our express prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Shaw Pittman SHAW PITTMAN EX-23.A 3 dex23a.txt EXHIBIT 23.A EXHIBIT 23.a ARTHUR ANDERSEN LLP Consent of Independent Public Accountants To the Board of Directors of Saul Centers, Inc.: As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 2, 2001 included in Saul Centers, Inc. Form 10-K for the year ended December 31, 2000. /s/ Arthur Andersen LLP Vienna, Virginia April 30, 2001 EX-99 4 dex99.txt EXHIBIT 99 EXHIBIT 99 SAUL CENTERS, INC. Deferred Compensation and Stock Plan For Directors (As Amended April 27, 2001) --------------------------- ARTICLE I INTRODUCTION This Deferred Compensation and Stock Plan (the "Plan") is established by Saul Centers, Inc. (the "Company") for the benefit of its Directors and their Beneficiaries (as such terms are defined below), and it shall be maintained according to the terms hereof. The Company shall have the sole authority to amend, interpret, manage, and administer the Plan. ARTICLE II DEFINITIONS 2.1 DEFINITIONS. When used herein, the following words and phrases shall have the meanings assigned to them, unless the context clearly indicates otherwise: (a) "Beneficiary" means the person or persons, natural or otherwise, designated by a Director under section 8.1 to receive any death benefit payable under section 6.3. (b) "Board of Directors" means the board of directors of Saul Centers, Inc. (c) "Cash Deferred Fee Accounts" means an account established by the Company in the name of a Director to which is credited (1) any Director's Fees that are deferred by the Director under section 3.1(a) and directed into the Cash Deferred Fee Account under section 3.1(b), (2) any Prior Deferral Amounts other than such amounts which the Director elects to have transferred to his or her Stock Deferred Fee Account pursuant to section 3.4(b), and (3) any interest that is credited by the Company under Article IV, and from which is debited payment made under Article VI and Article IX. (d) "Company" means Saul Centers, Inc. (e) "Deferred Fee Accounts" means a Director's Cash Deferred Fee Account and Stock Deferred Fee Account. (f) "Deferred Fee Agreement" means the written agreement, substantially in the form of Exhibit A hereto, between the Company and a Director, that together with the Plan, governs the Director's rights to payment of deferred Director's Fees (adjusted for investment performance) under the Plan. (g) "Directors" means a member of the Board of Directors. (h) "Director's Fees" means the annual retainer paid to a Director, any fees paid to a Director for attending meetings of the Board of Directors or any committee of the Board of Directors, and any fees paid to a Director for serving as chairman of a committee of the Board of Directors. (i) "Fair Market Value" means, with respect to a share of the Company's common stock, (i) if the common stock; is listed on a national securities exchange or traded on the National Market System, the closing price of the common stock on the determination date or if there are no sales on such date, then on the next preceding date on which there were sales of 2 common stock, all as published in the Eastern Edition of the Wall Street Journal, (ii) if the common stock is not listed on a national securities exchange or traded on the National Market System, the mean between the bid and asked prices last reported by the National Association of Securities Dealers, Inc. for the over-the-counter market on the determination date or, if no bid and asked prices are reported on such date, then on the next preceding date on which there were such quotations, or (iii) if the common stock is not listed on a national securities exchange or traded on the National Market System and quotations for the common stock are not reported by the National Association of Securities Dealers, Inc., the fair market value determined by Board of Directors. (j) "Financial Hardships" means the financial inability of a Director, as determined by the President of the Company, to provide the necessary funds to meet any unforeseen and extraordinary expenses incurred on account of accident, sickness or disability affecting the Director or any member of his or her family. (k) "Interests" means the amount of interest credited to a Director's Cash Deferred Fee Account at an annual rate determined quarterly in accordance with section 4.2. (l) "Plan" means the Saul Centers, Inc. Deferred Compensation and Stock Plan for Directors set forth in this document, as amended by the Company from time to time. (m) "Shares" means the phantom shares of the Company's common stock. (n) "Stock Deferred Fee Accounts means an account established by the Company in the name of a Director to which are credited (1) Shares for any Director's Fees that are deferred by the Director under section 3.1(a) and directed into the Stock Deferred Fee Account under 3 section 3.1(b), and (2) any additional Shares that are credited by The Company under Article V and from which are debited payments made under Article VI. ARTICLE III DEFERRAL OF DIRECTOR'S FEES 3.1 ELECTION TO DEFER FEES. (a) For the initial calendar year of the Plan, the election to defer Director's Fees earned on and after January 1, 1994, the effective date of the Plan, shall be made prior to such date. After such date, a Director may elect to defer all or part of his or her Director's Fees to be earned on or after the date of the election. For a new Director, the election to defer Director's Fees earned during his or her initial calendar year of service shall be made within thirty days following the Director's election or appointment. Any election to defer shall continue in effect unless modified or revoked in accordance with section 3.3. (b) When a Director elects to defer Director's Fees under section 3.1(a), the Director shall also elect whether amounts deferred should be credited to his or her Cash Deferred Fee Account, to his or her Stock Deferred Fee Account, or both, in percentages authorized in the Director's Deferred Fee Agreement. 3.2 CREDITING TO DEFERRED FEE ACCOUNTS. (a) When a Director elects under section 3.1(b) to have Director's Fees credited to his or her Cash Deferred Fee Account, the Company shall credit the Director's Cash Deferred Fee Account with the amount of such Director's Fees as of the day such Directors Fees would have been paid to the Director if they had not been deferred under the Plan. 4 (b) When a Director elects under section 3.1(b) to have Director's Fees credited to his or her Stock Deferred Fee Account, the Company shall credit the Director's Stock Deferred Fee Account with a number of Shares as of the day such Director's Fees would have been paid to the Director were they not deferred under the Plan. The number of Shares credited to the Stock Deferred Fee Account shall be the quotient of (1) the amount of Director's Fees to be credited to the Stock Deferred Fee Account divided by (2) the Fair Market Value of the Company's common stock on such date. 3.3 MODIFICATION OR REVOCATION OF DEFERRAL. A Director may, on a prospective basis, change the amount of Director's Fees to be deferred by executing a new Deferred Fee Agreement or revoke his or her election to defer Director's Fees by a written revocation to the Secretary of the Company. 3.4 MODIFICATION OF INVESTMENT DIRECTION. A Director may, on a prospective basis, modify his or her election regarding the Deferred Fee Accounts to which his or her deferred Director's Fees are credited. ARTICLE IV INTEREST 4.1 INTEREST. Interest shall be credited to each Director's Cash Deferred Fee Account, as of the end of each calendar quarter, at an annual rate determined pursuant to section 4.2. Interest shall be credited during each quarter that a Director has any amount credited to his or her Cash Deferred Fee Account under the Plan. 5 4.2 RATE OF INTEREST. Interest shall be credited at a rate equal to two percentage points less than the dividend rate for the dividend paid in the calendar quarter then just ended on the Company's common stock computed as of the date that the dividend is paid, based on the closing price of the Company's common stock on such date. ARTICLE V DIVIDENDS 5.1 CREDITING OF DIVIDENDS. Each Director with shares credited to his or her Stock Deferred Fee Account on the record date of a dividend on the Company's common stock shall be credited on the payment date of the dividend with an amount determined by the product of the number of shares credited to the Director's Stock Deferred Fee Account on the dividend record date and the dividend per share on the Company's common stock. Such amount shall be credited on the dividend payment date to the Director's Cash Deferred Fee Account, unless the Director at such time has a Deferred Fee Agreement in effect which provides for the deferral of any portion of the Directors fees otherwise payable during the period which includes the dividend payment date to be credited to the Director's Stock Deferred Fee Account. In such a case, the dividend reinvestment provisions of Section 5.2 shall apply. 5.2 DIVIDEND REINVESTMENT SHARES. If the Director has a Deferred Fee Agreement in effect on the payment date of dividends on the Company's common stock and such Deferred Fee Agreement provides for any portion of the Director's fees otherwise payable during the period which includes the dividend payment date to be credited to the Director's Stock Deferred Fees Account, then on the dividend payment date the Director's Stock Deferred Fee Account shall be credited with a number of shares determined by dividing the amount of the 6 dividends for the Director as determined under Section 5.1 by ninety-seven percent (97%) of Fair Market Value of the Company's common stock on the dividend payment date. ARTICLE VI PAYMENT OF DEFERRED FEES 6.1 DEFERRED FEES AND INTEREST. A Director shall be entitled to receive a benefit equal to the amounts credited to his or her Deferred Fee Accounts at the time or times specified in such Director's Deferred Fee Agreement. Amounts credited to a Director's Cash Deferred Fee Account shall be paid in cash. Shares credited to a Director's Stock Deferred Fee Account shall be paid by the delivery by the Company of certificates representing a like number of the Company's common shares. 6.2 PAYMENT. (a) At the election of a Director, the amount credited to the Director's Deferred Fee Accounts shall be paid in a lump sum or in installments in accordance with the terms of such Director's Deferred Fee Agreement. Amounts credited to a Director's Cash Deferred Fee Accounts shall bear interest at the rate specified in Article IV during the installment payout period. Shares credited to a Director's Stock Deferred Fee Account shall continue to result in the crediting of additional amounts to a Director's Cash Deferred Fee Account or additional Shares to the Director's Stock Deferred Fee Account as determined under Article V during the installment payout period. (b) Notwithstanding the foregoing, no payment of shares from a Director's Stock Deferred Fee Account shall be made unless the Company may validly issue shares at such time pursuant to all applicable rules and regulations, including but not limited to corporate law, 7 securities law and stock exchange rules. If Shares may not be issued, subject to compliance with applicable securities laws requirements, the Fair Market Value of the Shares credited to a Director's Deferred Fees Account shall be distributed in cash. 6.3 DEATH OF A DIRECTOR. If a Director dies with any amount credited to his or her Deferred Fee Accounts, then his or her Beneficiary shall be entitled to receive the entire amount in a lump sum. Such payment shall be made as soon as practicable after the end of the calendar quarter in which the Director's death occurred. ARTICLE VII HARDSHIP WITHDRAWALS 7.1 WITHDRAWALS FROM DEFERRED FEE ACCOUNTS. (a) No Director, Beneficiary, nor any other individual or entity shall have any right to make any withdrawals from such Director's Deferred Fee Accounts or to alter any installment payments provided under this Agreement. (b) Notwithstanding section 7.1(a), a Director shall, in the discretion of the Company, be entitled to withdraw all or a portion of the amount credited to his or her Deferred Fee Accounts in the event of Financial Hardship. Withdrawals from the Cash Deferred Fee Account shall be payable in cash and withdrawals from the Stock Deferred Fees Account shall be payable in Shares, subject to the provisions of section 6.2(b). 8 ARTICLE VIII BENEFICIARIES 8.1 DESIGNATION OF BENEFICIARY. Each Director may designate from time to any person or person, natural or otherwise, as his or her Beneficiary or Beneficiaries to whom benefits under section 6.3 are to be paid if he or she dies while entitled to benefits. Each Beneficiary designation shall be made either in the Deferred Fee Agreement or on a form prescribed by the Secretary of the Company and shall be effective only when filed with the Secretary during the Director's lifetime. Each Beneficiary designation filed with the Secretary shall revoke all Beneficiary designations previously made by the Director. The revocation of a Beneficiary designation shall not require the consent of any designated Beneficiary. ARTICLE IX ANNUAL STOCK AWARDS 9.1 ANNUAL STOCK AWARDS. Each person who is a Director as of the record date for the Company's annual meeting of stockholders shall as of the date of the Company's annual meeting receive distribution of an award of one hundred (100) shares of the Company's common stock. The annual stock award may not be deferred under Article III. The common stock received by each Director shall be subject to the holding period requirement of Section 9.2. 9.2 HOLDING PERIOD. The shares of common stock of the Company received by a Director in accordance with Section 9.1 shall be restricted from transfer by the Director for a period of twelve (12) months from the date of the award. In the event a Director dies prior to the end of the Director's twelve (12) month holding period for the shares of common stock, the 9 restriction on transfer of such Director's shares shall terminate. The Company may place such legends on the certificates representing the shares of common stock distributed as annual awards as it deems appropriate to enforce the holding period requirement. ARTICLE X ADMINISTRATION 10.1 PLAN LIMITATIONS. The Board of Directors has reserved for issuance pursuant to the Plan 170,000 shares of the Company's common stock. At no time shall the number of shares reserved for issuance pursuant to this Plan, together with the shares reserved for issuance pursuant to all other stock option, stock purchase or similar plans of the Company, exceed five percent of the Company's common stock outstanding as of date the Board of Directors approved and adopted this Plan. In addition, no single officer or director may acquire under the Plan more than one percent of the Company's common stock outstanding as of the date the Board of Directors approved and adopted this Plan. 10.2 RIGHT TO TERMINATE. The Board of Directors may amend or terminate the Plan at any time in whole or in part. No amendment or termination of the Plan shall reduce any amounts credited to a Director's Deferred Fee Accounts, any amount owed to him or her by the Company as of the date of amendment or termination, or the amount of Interest accrued or number of Shares to be credited, as of such date, to his or her account. 10.3 NO FUNDING OBLIGATION. The obligation of the Company to pay any benefits under the Plan shall be unfunded and unsecured, and any payments under the Plan shall be made from the general assets of the Company. The Company, however, in its discretion, may 10 set aside assets or purchase annuity or life insurance contracts to discharge all or part of its obligations under the Plan. The assets set aside or the annuity, or life insurance contracts shall remain in the name of the Company, and no trust shall be created by setting aside the assets or purchasing annuity or life insurance contracts. Director's rights under the Plan are not assignable or transferable other than by will or the laws of descent and distribution, and such rights are exercisable during the Director's lifetime only by him or her, or by his or her guardian or legal representative. 10.4 APPLICABLE LAW. This Plan shall be construed and enforced in accordance with the laws of the State of Maryland, except to the extent superseded by federal law. 10.5 ADMINISTRATION AND INTERPRETATION. The President of Saul Centers, Inc. shall have the authority and responsibility to administer and interpret the Plan. Benefits due and owing to a Director or Beneficiary under the Plan shall be paid when due without any requirement that a claim for benefits be filed. However, any Director or Beneficiary who has not received the benefits to which he or she believes himself or herself entitled may file a written claim with the President, who shall act on the claim within thirty days, and such action on any such claim shall be conclusive. 11 EXHIBIT A DEFERRED FEE AGREEMENT This Agreement between Saul Centers, Inc. (the "Company") and ____________________ (the "Director") is made the ____ day of ____________, 20__, under the Saul Centers, Inc. Deferred Compensation and Stock Plan for Directors (the "Plan"). 1. DEFERRED FEE PLAN. The Director agrees to the terms and conditions of the Plan, a copy of which has been delivered to the Director and constitutes a part of this Agreement. Capitalized words and phrases in this Agreement shall have the meaning given to them in the Plan, unless the context clearly indicates otherwise. 2. ELECTION TO DEFER FEES. The Director authorizes and directs the Company to defer ________________________ [insert percentage or dollar amount] of the Director's Fees earned on and after _________________ 20__ and in each subsequent calendar year. The Director may at any time revoke this election on a prospective basis beginning after the date of such revocation by delivering to the Secretary of the Company a written revocation of the election. 3. INVESTMENT OF DEFERRED FEES. The Director elects to have his or her deferred Director's Fees apportioned between Cash and Stock Deferred Fee Accounts as follows (circle appropriate percentages): Cash Deferred Fee Account: 0% 25% 50% 75% 100% Stock Deferred Fee Account: 0% 25% 50% 75% 100% 4. FORM OF PAYMENT. The Director elects to receive the amount of Deferred Fees credited to his or her Deferred Fee Accounts pursuant to this Agreement in (check one): ( ) a lump sum; or ( ) substantially equal annual Installments over a period of __ years (not to exceed ten). Payment shall commence: ( ) ___________, 20____; or ( ) upon termination of service as director. 5. BENEFICIARY. The Director requests that, upon his or her death, any amounts remaining in his or her Deferred Fee Accounts be paid to the Beneficiary or Beneficiaries he or she has designated in a Notice of Designation of Beneficiary filed with the Secretary of the Company. 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. _________________________ ___________________________ Witness Director SAUL CENTERS, INC. By __________________________ Name: _______________________ Title: ______________________ 3 -----END PRIVACY-ENHANCED MESSAGE-----