COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Compensation Committee (the “Committee”) of CRT Properties, Inc. (the
"Company") shall discharge the responsibilities of the Board
of Directors (the “Board”) in (i) determining
appropriate compensation levels for the Company’s executive officers;
(ii) evaluating officer and director compensation plans, policies and
programs; (iii) reviewing benefit plans for officers and employees; and
(iv) producing an annual report on executive compensation for inclusion
in the proxy statement.
II. COMMITTEE MEMBERSHIP
Committee shall be comprised of three or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
“independent” in accordance with the rules of the New York Stock
Exchange, Inc. In addition, no director may serve unless he or she (i) is a “Non-employee Director” for purposes of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and
(ii) satisfies the requirements of an “outside director” for purposes
of Section 162(m) of the Internal Revenue Code.
members of the Committee shall be appointed by the Board of Directors
and continue to be members until their successors are elected and
qualified or until their earlier resignation or removal. Any member of
the Committee may be removed, with or without cause, by the Board of
Directors at any time.
Board of Directors may appoint one member to be the Chairman. If the
Board fails to appoint a Chairman, the members of the Committee shall
elect a Chairman by majority vote of all members. The Chairman will
chair all regular sessions of the Committee and set the agendas for
III. COMMITTEE MEETINGS
Committee shall have regular meetings on a semi-annual basis, or more
frequently as circumstances dictate. Any member of the Committee may
call a special meeting of the Committee. Meetings of the Committee may
be held telephonically.
Committee shall also meet separately, on at least an annual basis, with
the CEO, any vice president of human resources (or similar position)
and any other corporate officers as the Committee deems appropriate to
discuss and review the performance criteria and compensation levels of
key executives. However the Committee shall not, in any event, discuss
the compensation level or performance of any executive in any meeting
at which such executive is present. Such meetings with management shall
be in addition to the regular meetings of the Committee.
non-management directors that are not members of the Committee may
attend meetings of the Committee but may not vote. In addition, the
Committee may invite to its meetings any director, member of management
of the Company and such other persons as it deems appropriate in order
to carry out its responsibilities. The Committee may also exclude from
its meetings any persons it deems appropriate in order to carry out its
IV. KEY RESPONSIBILITIES
key responsibilities of the Committee are set forth below. The
Committee shall also carry out any other responsibilities assigned to
it by the Board of Directors from time to time. The Committee may
delegate any of its responsibilities to a subcommittee so long as such
subcommittee is solely comprised of members of the Committee.
fulfilling its responsibilities, the Committee is empowered to
investigate any matter brought to its attention. The Committee has the
power to retain outside counsel or other advisors for this purpose and
will receive adequate funding from the Company to engage such advisors.
The Committee shall have the direct responsibility for the appointment,
termination, compensation and oversight of compensation and benefit
consultants retained by the Company in respect of executive
compensation and shall have sole authority to negotiate and approve
such consultant’s fees and terms of engagement.
Establish and review the overall compensation
philosophy of the Company.
Review and approve corporate goals and objectives
relevant to CEO and other executive officers’ compensation, including
annual performance objectives.
Evaluate, at least annually, the CEO’s and other
executive officers’ performance against those corporate goals and
objectives, and determine and approve the compensation for each such
person based on this evaluation.
Review on a periodic basis the Company’s executive compensation
programs to determine whether they are properly coordinated and
achieving their intended purpose(s) and recommend any appropriate
Review and recommend to the Board for approval new
executive compensation programs.
Review and recommend to the Board for approval any
changes in employee pension programs, and review broadly employee
salary levels and ranges and employee fringe benefits.
Review and recommend to the Board all equity
compensation plans of the Company that are not otherwise subject to the
approval of the Company’s shareholders.
Review and recommend to the Board for approval
incentive compensation plans and equity-based compensation plans and
any changes to such plans.
Grant awards of shares or share options pursuant to
the Company’s equitybased plans.
Administer and monitor compliance by executives with
the rules and guidelines of the Company’s equity-based plans.
Prepare an annual report on executive compensation
for inclusion in the Company’s proxy statement, in accordance with
applicable rules and regulation of the NYSE, SEC and other applicable
The Committee should report regularly to the Board
of Directors following each meeting, which reports shall include any
recommendations the Committee deems appropriate and any other matters
that are relevant to the fulfillment of the Committee’s
responsibilities. The report to the Board of Directors may be an oral
report and may be made at any meeting of the Board of Directors.
Maintain minutes or other records of meetings and
activities of the Committee.
Review and recommend to the Board of Directors for
approval any changes to the compensation of directors.
V. ANNUAL PERFORMANCE EVALUATION
Committee shall perform a review and evaluation, at least annually, of
the performance of the Committee and its members, including the
adequacy of this Charter on an annual basis, or more regularly, as it
may deem appropriate, and recommend to the Board of Directors any
improvements that it deems appropriate.
adopted by the Board of Directors at its regular meeting on February