-----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, NffAym5eR2M9Lc1E9TMNRTyK39XgjvahpyXITUYT3KybxDG5YGElmLglZ9zwJnyp uskW5iECOrcc3xUq7CceKQ== 0000912595-05-000056.txt : 20050325 0000912595-05-000056.hdr.sgml : 20050325 20050325103519 ACCESSION NUMBER: 0000912595-05-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050325 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050325 DATE AS OF CHANGE: 20050325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID AMERICA APARTMENT COMMUNITIES INC CENTRAL INDEX KEY: 0000912595 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621543819 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12762 FILM NUMBER: 05703727 BUSINESS ADDRESS: STREET 1: 6584 POPLAR AVE STREET 2: STE 340 CITY: MEMPHIS STATE: TN ZIP: 38138 BUSINESS PHONE: 9016826600 MAIL ADDRESS: STREET 1: 6584 POPLAR AVE STREET 2: SUITE 340 CITY: MEMPHIS STATE: TN ZIP: 38138 8-K 1 bonus05.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 March 25, 2005 Date of Report (Date of earliest event reported) MID-AMERICA APARTMENT COMMUNITIES, INC. (Exact Name of Registrant as Specified in Charter) TENNESSEE 1-12762 62-1543819 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 6584 POPLAR AVENUE, SUITE 300 MEMPHIS, TENNEESSEE 38138 (Address of principal executive offices) (901) 682-6600 (Registrant's telephone number, including area code) (Former name or 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)) ITEM 1.01 Entry into a Material Definitive Agreement On March 22, 2005, the Compensation Committee (the "Committee") of the Board of Directors of Mid-America Apartment Communities, Inc. (the "Company"), adopted a bonus plan for 2005 for the chief executive officer and chief financial officer of the Company (the "Plan"). The Plan determines a bonus opportunity calculated as a percent of salary based on a sliding scale of year-over year funds from operations ("FFO") growth. The bonus opportunity is capped at 200% of base salary, with a discretionary modifier that can be applied by the Committee at its discretion, allowing the cap to be lowered to 100% of base salary or raised to 300% of base salary. In determining FFO growth, the Committee has the ability to factor in any material and non-recurring events that may or may not occur that impact the Company's FFO performance, but may or may not subsequently impact the Company's share price, to help ensure that the potential bonus is in line with actual shareholder performance realized for the year. Once the bonus opportunity is calculated, the actual bonus paid will be determined based on each executive's individual performance in meeting goals pre-defined in a personal plan. The goals for each participant were approved by the Committee. A copy of the Plan is set forth on Exhibit 10.1 and incorporated herein by reference. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Number Description -------- ------------------------------------ 10.1 2005 Executive Annual Bonus Program 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 thereunto duly authorized. MID-AMERICA APARTMENT COMMUNITIES, INC. Date: March 25, 2005 /s/Simon R.C. Wadsworth Simon R.C. Wadsworth Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) EX-10 2 bonus05x.txt Exhibit 10.1 2005 Executive Annual Bonus Program 1. The executive will earn a bonus opportunity, defined as a percent of annual salary, based on the FFO growth goals for the company in 2005. a. FFO per share at or below shareholder expectations (defined as First Call guidance for 2005 at year-end) will result in no bonus. b. Bonus opportunity will be capped at 200% of salary; the Compensation Committee has the discretion to adjust the opportunity by 50% based on various factors to compensate for overall shareholder performance or market conditions that may warrant such a modification. c. Significant and non-recurring transactions and/or events that materially impact FFO may be separately considered by the Compensation Committee at their discretion. 2. The executive will then be entitled to receive a percent of the bonus opportunity based on individual performance in meeting goals defined in a personal plan for each executive. 3. The final computation will thus be as follows: a. Amount of bonus opportunity is determined based on FFO per share for the year. b. Adjustment, if any, for any "material and non-recurring" events as deemed appropriate by the Compensation Committee. c. Adjustment, if any, through applying the "discretionary modifier" to the bonus opportunity resulting from the FFO growth target schedule above (bonus opportunity can be adjusted a maximum of 50% up or down). d. Final adjusted bonus opportunity times the percentage of achievement by executive of personal goals. -----END PRIVACY-ENHANCED MESSAGE-----