Corporate Governance Committee



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Compensation Committee Charter Quicklinks


Committee Membership

Committee Meetings

Key Responsibilities

Annual Performance Evaluation


The 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.

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The 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.

The 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.

The 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 Committee meetings.

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The 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.

The 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.

All 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 responsibilities.

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The 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.

In 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.

1.        Establish and review the overall compensation philosophy of the Company.

2.        Review and approve corporate goals and objectives relevant to CEO and other executive officers’ compensation, including annual performance objectives.

3.        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.

4.        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 modifications.

5.        Review and recommend to the Board for approval new executive compensation programs.

6.        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.

7.        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.

8.        Review and recommend to the Board for approval incentive compensation plans and equity-based compensation plans and any changes to such plans.

9.        Grant awards of shares or share options pursuant to the Company’s equitybased plans.

10.     Administer and monitor compliance by executives with the rules and guidelines of the Company’s equity-based plans.

11.     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 regulatory bodies.

12.     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.

13.     Maintain minutes or other records of meetings and activities of the Committee.

14.     Review and recommend to the Board of Directors for approval any changes to the compensation of directors.

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The 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.

Approved and adopted by the Board of Directors at its regular meeting on February 26, 2004.

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Committee Members

Benjamin C. Bishop, Jr

George F. Staudter

Peter J. Farrell