09/21/2021 | Press release | Distributed by Public on 09/21/2021 14:16

Management Change/Compensation (Form 8-K)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amended and Restated Equity Incentive Plan

On September 15, 2021, the Board of Directors (the "Board") of Broad Street Realty, Inc. (the "Company") approved the Company's Amended and Restated 2020 Equity Incentive Plan (the "Amended Plan"), which increases the number of shares of the Company's common stock reserved for issuance under the Amended Plan by 1,500,000 shares, from 3,620,000 shares to 5,120,000 shares.

The foregoing description is qualified in its entirety by the text of the Amended Plan, a copy of which is filed as Exhibit 10.1 hereto.

Executive Compensation

On September 15, 2021, upon recommendation from the Compensation Committee of the Board (the "Compensation Committee"), the Board approved the following grants under the Amended Plan, in each case with an effective grant date of October 1, 2021: (1) 43,605 and 14,535 restricted shares of the Company's common stock to Michael Z. Jacoby, the Company's Chief Executive Officer, and Alexander Topchy, the Company's Chief Financial Officer, respectively, which will vest ratably over a three-year period beginning on January 1, 2022, subject to such executive's continued service on such dates and the terms of such executive's employment agreement and a restricted stock award agreement previously approved by the Board; and (2) performance-based restricted stock units (the "RSUs") with a target number of RSUs of 755,814 and 232,558 to Messrs. Jacoby and Topchy, respectively. The grants of the RSUs will be made pursuant to performance award of stock units agreements, substantially in the form filed as Exhibit 10.2 hereto (the "RSU Award Agreement").

Subject to the executive's continued service on such date and certain exceptions set forth in the RSU Award Agreement, the RSUs will vest based on the Company's Implied Equity Market Capitalization (as defined in the RSU Award Agreement) at the end of the performance period ending on December 31, 2024, according to the following schedule:

If, however, the maximum amount of the award is not earned as of December, 31, 2024, the remaining RSUs may be earned based on the Company's Implied Equity Market Capitalization as of December 31, 2025. To the extent performance is between any two designated amounts, the percentage of the target award earned will be determined using a straight-line linear interpolation between the two designated amounts.

The foregoing description of the RSU Award Agreement is qualified in its entirety by the text of the Form of RSU Award Agreement filed as Exhibit 10.2 hereto.

In addition, on September 15, 2021, the Compensation Committee approved a 2021 cash bonus plan for Messrs. Jacoby and Topchy. The amount of each officer's cash bonus will depend on the achievement of certain pre‑established goals determined by the Compensation Committee and will be based on the following threshold, target and stretch amounts: Mr. Jacoby - $300,000 (threshold), $400,000 (target) and $500,000 (stretch); and Mr. Topchy - $84,375 (threshold), $112,500 (target) and $140,625 (stretch).

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Financial Statements and Exhibits.

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(d)Exhibits

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