THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Glimcher Realty Trust (GRT)

3/30/2006 Proxy Information

Mr. Glimcher has been a trustee and Chairman of Glimecher Realty Trust since its inception in September 1993 and served as Chief Executive Officer from May 1997 until his resignation as Chief Executive Officer in January 2005.

Michael P. Glimcher is the father of Michael P. Glimcher.

Employment & Consulting Agreement of Herbert Glimcher

On January 20, 2005, Herbert Glimcher resigned as Chief Executive Officer of the Company and entered into an Employment and Consulting Agreement (the “Employment Agreement”) with the Company and Glimcher Properties Limited Partnership (“GPLP,” and together with the Company, the “Corporation”) pursuant to which he is the non-executive Chairman of the Board of Trustees (for purposes of discussing the Employment Agreement only, the “Board”) of the Company and the GPC Board of Directors. In addition, the Company employs Mr. Glimcher as Senior Advisor. Neither the Company nor GPC consider Mr. Glimcher to be an executive officer. The initial term of the Employment Agreement commenced on February 1, 2005 and continues through May 31, 2006; provided, that the term may be renewed for an additional one year period if the Corporation and Mr. Glimcher agree to renew the term prior to its expiration. On March 9, 2006, the Corporation and Mr. Glimcher agreed to renew the Employment Agreement for an additional one year period.

Mr. Glimcher is not eligible to participate in any of the bonus plans available to the Corporation’s senior salaried employees, but is eligible to receive cash performance bonuses approved by the Board or the Board’s Executive Compensation Committee (the “Bonus”). Mr. Glimcher is entitled to participate in employee benefit plans customarily made available to senior salaried employees of the Company from time to time. The Company maintains a life insurance policy covering the life of Mr. Glimcher, reimburses Mr. Glimcher for reasonable rent for office space located in Columbus, Ohio, the reasonable salary of one administrative assistant, and provides a part-time driver consistent with past practice. For the fiscal year ended December 31, 2005, the aggregate total of reimbursements paid by the Company under the Employment Agreement was $123,472.

In the event that Mr. Glimcher’s employment under the Employment Agreement continues through May 10, 2006, then 50,000 of the unvested stock options that he received on March 12, 2004 and May 10, 2004, respectively, and which otherwise vest on the third anniversary of the date of grant in 2007 (the “Options”), shall immediately vest and become exercisable on May 10, 2006; however, if the Corporation and Mr. Glimcher agree to renew the Employment Agreement beyond May 31, 2006 then the Options shall vest and become exercisable on their original vesting dates. Additionally, if Mr. Glimcher’s employment is terminated by reason of death or disability then any stock options or other awards issued to Mr. Glimcher under the Company’s incentive compensation and share option plans shall immediately vest and become exercisable on the date of Mr. Glimcher’s death or disability.

For a period of two (2) years following the termination of Mr. Glimcher’s employment under the Employment Agreement (the “Post-Employment Restricted Period”) as well as during the term, and any renewal of the term (together with the Post-Employment Restricted Period, the “Restricted Period”), Mr. Glimcher shall not, without the prior written consent of the Board, serve as an employee, agent, partner, shareholder, member, officer, director of or consultant for, or in any capacity participate, engage or have, directly or indirectly, a financial or other interest in any Competitive Business (as defined below). Notwithstanding the foregoing, Mr. Glimcher may pursue any business activity for which the Board has previously consented and waived any corporate opportunity rights. Subject to certain exceptions, neither Mr. Glimcher, nor any entity of which he serves as a director, officer, trustee, member, manager, general partner, or limited partner, shall employ any person during the Restricted Period who was employed by the Corporation until the Corporation has not employed such person for more than one year. Mr. Glimcher will also refrain during the Restricted Period from disclosing, without the prior written consent of the Corporation’s Chief Executive Officer, any confidential information about the Corporation and from making any disparaging comments about the Corporation. A “Competitive Business” shall mean participation, directly or indirectly, in the planning, development or operation of any mall or any enclosed group of retail establishments operating as a single property (a "Project") in any city or town and its greater standard metropolitan statistical area (each, a "Market") in which the Company: (i) conducts its business at such time, (ii) has commenced and not subsequently abandoned development activities, or (iii) has previously proposed a Project to the Board to be undertaken at any time in the next five years in such Market and the Board has not yet rejected such Project.

Mr. Glimcher receives $100,000 per annum for serving as the non-executive Chairman of the Board of the Company and GPC and $250,000 per annum for serving as Senior Advisor to the Company (the “Salary”). Additionally, Mr. Glimcher shall receive $2,000,000 in cash during the Post-Employment Restricted Period from the Company as follows: a) $360,000 to provide consulting services during the Post-Employment Restricted Period which shall be payable at the rate of $20,000 per month commencing on the last day of the seventh month following the start of the Post-Employment Restricted Period (the “Consulting Payment”); b) $810,000 to abide by the Employment Agreement’s non-compete, non-solicitation, non-disparagement, and confidentiality provisions, which shall be payable at the rate of $45,000 per month commencing on the last day of the seventh month following the start of the Post-Employment Restricted Period (the “Non-Competition Payment”); and c) $830,000 for special, unique, and substantial contributions to the Corporation, payable on the last day of the seventh month of the Post-Employment Restricted Period. If Mr. Glimcher’s employment is terminated for cause or he breaches the Employment Agreement’s non-competition provisions then any unpaid installments of the Consulting Payment or Non-Competition Payment shall be forfeited.

In the event of a change of control of the Company while Mr. Glimcher is employed by the Company under the Employment Agreement, Mr. Glimcher will be entitled to three times (3x) his base salary and bonus for the calendar year prior to the change of control as determined by the terms of the Severance Benefits Agreement, dated June 11, 1997, between Mr. Glimcher and the Corporation. Mr. Glimcher’s Severance Benefits Agreement is discussed below under the section “Severance Benefits Agreements.”

The Employment Agreement was unanimously approved by the independent members of the Board on the joint recommendation of the Executive Compensation Committee and Corporate Governance Committee after consultation with Hewitt Associates, LLC, a global executive compensation consulting firm engaged by the Executive Compensation Committee, which firm found that the financial arrangements and other terms of the Employment Agreement were within the range of competitive marketplace practices for similarly situated Chief Executive Officers/founders.

Corporate Flight Relationship

The Company paid Corporate Flight, Inc. (“CFI”), which is wholly owned by Herbert Glimcher, $304,000, for fiscal year ended December 31, 2005, for the use in connection with Company related matters, of an airplane owned by CFI.

Archer-Meek-Weiler Insurance Agency

The Company has engaged Archer-Meek-Weiler, a company of which Alan R. Weiler is Chairman, as its agent for the purpose of obtaining property, liability, and employee practices liability insurance coverage. In connection with securing such insurance coverage, Archer-Meek-Weiler received net commissions of $305,570 for the fiscal year ended December 31, 2005.

Leasing Activity

A brother of Herbert Glimcher owns a company that leases six store locations in the Company’s properties. The aggregate rents received by the Company for these leases were $266,000 for the fiscal year ended December 31, 2005.

Corporate Reimbursements

The Glimcher Group, owned by Robert Glimcher, a son of Herbert Glimcher and a brother of Michael P. Glimcher, reimbursed the Company $8,000 for the expenses of shared space at a convention in May 2005.

Severance Benefits Agreements

The Company and GPLP have entered into Severance Benefits Agreements (the “Severance Agreements”) with Ms. Lisa A. Indest, the Company’s Vice President and Controller, and Messrs. Robert F. Beffa, Douglas W. Campbell, the Company’s Vice President, Construction Services, Thomas J. Drought, Jr., Michael P. Glimcher, Marshall A. Loeb, George A. Schmidt, and Mark E. Yale (for purposes of describing the Severance Agreements only, each shall be an “Executive”). The Company and GPLP have also entered into a Severance Benefits Agreement with Mr. Herbert Glimcher as stated above in the section “Employment & Consulting Agreement of Herbert Glimcher.” If an Executive is an employee of the Company or GPLP immediately prior to a “Change in Control of GRT” (as defined in the Severance Agreements), the Executive will be entitled to receive a lump sum severance payment equal to three times (3x) (except in the case of Messrs. Drought, Beffa, and Yale, which is two times (2x), and in the case of Ms. Indest and Mr. Campbell, one and one-half times (1.5x)) the Executive’s annual compensation during the calendar year preceding the calendar year in which the Change in Control of GRT occurs, such annual compensation to include: (i) all base salary and bonuses paid or payable to the Executive, (ii) all grants of restricted Common Shares, and (iii) the fair market value of any other property or rights given or awarded to the Executive by the Company. In addition, any restricted Common Shares, or options to purchase Common Shares, granted to the Executive shall vest on the day immediately prior to the date of a Change in Control of GRT. For a period of 18 months following a Change in Control of GRT, the Company will maintain in full force and effect all life, accident, medical, and dental insurance benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the date of the Change in Control of GRT, subject to certain conditions and limitations as set forth in the Severance Agreements.

As described above under the section “Employment & Consulting Agreement of Herbert Glimcher,” the Company and GPLP also have a Severance Benefits Agreement with Mr. Herbert Glimcher. This agreement entitles Mr. Glimcher to three times (3x) his base salary and bonus for the calendar year prior to the change of control as determined by the terms of the Severance Benefits Agreement; provided, that a) if a change of control occurs on or prior to May 31, 2006 then the amount of base salary and bonus used to determine his severance shall include the salary and bonus payments paid to Mr. Glimcher under the terms of the Employment Agreement and shall not be less than the salary and bonus paid or payable by the Company to Mr. Glimcher for his services to the Company during fiscal year ended December 31, 2004 and b) if a change of control occurs after May 31, 2006 then the base salary and bonus amounts used to determine his severance shall not exceed $350,000.

Federal Income Tax Implications on Executive Compensation

Additionally, an executive of the Company who receives any compensation or recognizes any income which constitutes an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, or for which a tax is otherwise payable under Section 4999 of the Code, is entitled to receive from the Company an additional amount (the “Additional Amount”) equal to the sum of (i) all taxes payable by the executive under Section 4999 of the Code with respect to such excess parachute payments, including the Additional Amount, plus (ii) all income taxes payable by the executive with respect to the Additional Amount.

The foregoing transactions were approved by the Audit Committee or the Executive Compensation Committee of the Board of Trustees, as appropriate.

Executive Compensation Committee Interlocks and Insider Participation

The Executive Compensation Committee currently consists of Messrs. Philip G. Barach, Howard Gross, and William S. Williams. Following the 2005 Annual Meeting of Shareholders held on May 6, 2005, Wayne S. Doran ceased to serve as a member of the Executive Compensation Committee. The Board of Trustees has historically appointed certain members of the Executive Compensation Committee and other independent members of the Board of Trustees to serve either as administrators of the Company’s compensation and option plans or on the committees that administer such plans. Currently, Messrs. Philip G. Barach and Wayne S. Doran are the Board of Trustee members serving as administrators of the Company’s 2004 Plan. The administrators of the 2004 Plan determine the number of options and other awards granted to the trustees and employees of the Company under the 2004 Plan. None of the members of the Executive Compensation Committee are or were ever officers and/or employees of the Company or any of its subsidiaries.

3/31/2005 Proxy Information

Employment & Consulting Agreement of Herbert Glimcher

Mr. Glimcher has been Chairman of Glimcher Realty Trust (GRT) since its inception in September 1993 and served as Chief Executive Officer of GRT from May 1997 until his resignation in January 2005. Mr. Glimcher served as President of GRT from March 1998 until December 1999.

On January 20, 2005, Herbert Glimcher resigned as Chief Executive Officer of the Company and entered into an Employment and Consulting Agreement (the “Agreement”) with the Company and Glimcher Properties Limited Partnership (“GPLP” and together with the Company, the “Corporation”). He remains Chairman of the Board of Trustees (for purposes of this section only, the “Board”) of the Company. Under the Agreement, the Company will employ Mr. Glimcher as Senior Advisor to the Company and as non-executive Chairman of the Board. Mr. Glimcher will also serve as non-executive Chairman of the Board of Directors for Glimcher Properties Corporation (“GPC”). Neither the Company nor GPC will consider Mr. Glimcher to be an executive officer. The initial term of the Agreement commenced on February 1, 2005 and continues through May 31, 2006 (the “Term”); provided, that the Term may be renewed for an additional one year period if the Company and Mr. Glimcher agree to renew the Term prior to its expiration.

Mr. Glimcher will not be eligible to participate in any of the bonus plans available to the Corporation’s senior salaried employees, but will be eligible to receive cash performance bonuses approved by the Board or the Board’s Executive Compensation Committee (the “Bonus”). Mr. Glimcher shall be entitled to participate in employee benefit plans customarily made available to senior salaried employees of the Company from time to time. The Company shall maintain a life insurance policy covering the life of Mr. Glimcher and the Company shall reimburse Mr. Glimcher for reasonable rent for office space located in Columbus, Ohio and for the reasonable salary of one administrative assistant and provide a part-time driver consistent with present practice.

In the event that Mr. Glimcher’s employment under the Agreement continues through May 10, 2006, then 50,000 of the unvested stock options that he received on March 12, 2004 and May 10, 2004, respectively, and which vest on the third anniversary of the date of grant in 2007 (the “Options”), shall immediately vest and become exercisable on May 10, 2006; however, if the Corporation and Mr. Glimcher agree to renew the Agreement then the Options shall vest and become exercisable on their original vesting dates. Additionally, if Mr. Glimcher’s employment is terminated by reason of death or disability then any stock options or other awards issued to Mr. Glimcher under the Company’s incentive compensation and share option plans shall immediately vest and become exercisable on the date of Mr. Glimcher’s death or disability.

For a period of two (2) years following the termination of Mr. Glimcher’s employment under the Agreement (the “Post-Employment Restricted Period”) as well as during the Term, and any renewal of the Term (together with the Post-Employment Restricted Period, the “Restricted Period”), Mr. Glimcher shall not, without the prior written consent of the Company, serve as an employee, agent, partner, shareholder, member, officer, director of or consultant for, or in any capacity participate, engage or have, directly or indirectly, a financial or other interest in any Competitive Business (as defined in the Agreement). Notwithstanding the foregoing, Mr. Glimcher may pursue any business activity for which the Board has previously consented and waived any corporate opportunity rights. Subject to certain exceptions, neither Mr. Glimcher, nor any entity of which he serves as a director, officer, trustee, member, manager, general partner or limited partner, shall employ any person during the Restricted Period who was employed by the Company until the Company has not employed such person for more than one year. Mr. Glimcher also will refrain during the Restricted Period from disclosing, without the prior written consent of the Company’s Chief Executive Officer, any confidential information about the Company and from making any disparaging comments about the Company.

Mr. Glimcher shall receive $100,000 per annum for serving as the non-executive Chairman of the Board for the Company and GPC and $250,000 per annum for serving as Senior Advisor to the Company (the “Salary”). Additionally, Mr. Glimcher shall receive $2,000,000 in cash during the Post-Employment Restricted Period from the Company as follows: a) $360,000 to provide consulting services during the Post-Employment Restricted Period which shall be payable at the rate of $20,000 per month commencing on the last day of the seventh month following the start of the Post-Employment Restricted Period (the “Consulting Payment”); b) $810,000 to abide by the Agreement’s non-compete, non-solicitation, non-disparagement and confidentiality provisions, which shall be payable at the rate of $45,000 per month commencing on the last day of the seventh month following the start of the Post-Employment Restricted Period (the “Non-Competition Payment”); and c) $830,000 for special, unique and substantial contributions to the Company, payable on the last day of the seventh month of the Post-Employment Restricted Period. If Mr. Glimcher’s employment is terminated for cause or he breaches the Agreement’s non-competition provisions then any unpaid installments of the Consulting Payment or Non-Competition Payment shall be forfeited.

Lastly, in the event of a change of control of the Company while Mr. Glimcher is employed by the Company under the Agreement, Mr. Glimcher will be entitled to three times (3x) his base salary and bonus for the calendar year prior to the change of control as determined by the terms of the Severance Benefits Agreement, dated June 11, 1997, between Mr. Glimcher and the Company. Mr. Glimcher’s Severance Benefits Agreement is discussed below under the section “Severance Benefits Agreements.”

The Agreement was unanimously approved by the independent members of the Board of Trustees of the Company on the joint recommendation of the Executive Compensation Committee and Corporate Governance Committee after consultation with Hewitt Associates, a global executive compensation consulting firm engaged by the Executive Compensation Committee, which firm found that the financial arrangements and other terms of the Agreement were within the range of competitive marketplace practices for similarly situated Chief Executive Officers/founders.

Employment Agreement of William G. Cornely

On December 1, 2000, the Company entered into an Employment Agreement (the “Cornely Agreement”) with William G. Cornely as Executive Vice President, Chief Operating Officer and Treasurer, with a term of three years commencing on November 30, 2000 and renewable each year thereafter for a period of one year with termination allowable by either party by giving notice to the other party (on or before August 31 of each year of the Cornely Agreement) that such employment shall cease on December 1 of the year in which the notice is given. Mr. Cornely’s base salary under the Cornely Agreement was $300,000 per annum, plus any annual bonuses and salary adjustments made in accordance with the Company’s Executive Bonus Plan. Mr. Cornely received $441,870 in salary and bonuses from the Company for fiscal year ended December 31, 2004. The Company has also entered into a Severance Benefits Agreement with Mr. Cornely as described below.

HP Transaction/City Park Development

In the second and third quarters of 2002, Trans State Development, LLC, a wholly-owned subsidiary of the Company (“Trans State Development”), entered into certain options with an unrelated third party to purchase land in Mason, Ohio for a proposed development of a regional mall and community center. At the December 19, 2002 Board of Trustees meeting, the Company informed the Board of Trustees that it did not intend to proceed with the development of the proposed project. Trans State Development assigned its land options to HP Development LLC (“HP”) on January 31, 2003 pursuant to the terms of an Assignment Agreement. The Assignment Agreement provided for reimbursement by HP to Trans State Development of all costs it had incurred to the date of the assignment in conjunction with the options. In addition, on January 31, 2003, the Company entered into a Master Leasing Agreement with HP for the Company to provide leasing, legal and pre-development services. Beginning in February 2003, advances were made from Ellen Glimcher, doing business as Dell Property Group, Ltd., to HP. The Board of Trustees was unaware of these fund transfers or the involvement with HP of Ellen Glimcher through Dell Property Group, Ltd. During the year ended December 31, 2003, HP received $471,000 from Dell Property Group, Ltd., of which $350,000 was used to make payments to the Company for the land options and services provided under the Master Leasing Agreement during the year ended December 31, 2003. Ellen Glimcher is the daughter of Herbert Glimcher, the Chairman of the Board of Trustees of the Company, and the sister of Michael P. Glimcher, the Chief Executive Officer and President of the Company. On December 11, 2003, the Company cancelled the Master Leasing Agreement between HP and Trans State Development and HP assigned the land options back to Trans State Development. In consideration for the assignment of the options, Trans State Development agreed to reimburse HP for costs incurred related to the project plus a $25,000 service fee, for a total of $696,000. The Board of Trustees was unaware of the transfer of funds from Dell Property Group, Ltd. or the involvement of Ellen Glimcher through Dell Property Group, Ltd. with HP at the time the land options were assigned to HP on January 31, 2003 or assigned to the Company on December 11, 2003. At December 31, 2003, the Company had a payable of $696,000 to HP, which was paid by the Company on January 15, 2004. In February 2004, the Board of Trustees became aware of the involvement of and funds transferred by Ellen Glimcher through Dell Property Group, Ltd. to HP. In February 2004, the Audit Committee of the Board of Trustees considered and approved each of the past transactions as part of its determination for the Company to proceed with the project.

TGC/Corporate Flight Relationship

The Company paid TGC and Corporate Flight, Inc. (“CFI”), which are both wholly owned by Herbert Glimcher, $9,229 and $239,331, respectively, for the year ended December 31, 2004, for the use in connection with Company related matters, of a coach owned by TGC and an airplane owned by CFI.

Archer-Meek-Weiler Insurance Agency

The Company has engaged Archer-Meek-Weiler, a company of which Alan R. Weiler is Chairman, as its agent for the purpose of obtaining property, liability and employee practices liability insurance coverage. In connection with securing such insurance coverage, Archer-Meek-Weiler received net commissions of $299,885 for the year ended December 31, 2004.

Polaris Mall Transactions

On January 5, 2004, GPLP completed the acquisition of the joint venture interests not previously owned by the Company in Polaris Mall, LLC, the indirect owner of Polaris Fashion Place, an approximately 1.6 million square foot enclosed upscale super regional mall located in Columbus, Ohio, from NP Limited Partnership, an Ohio limited partnership (“NPLP”) and other parties. The Company acquired the remaining 60.7% interest in Polaris Mall, LLC for approximately $46,500,000, which was paid with approximately $33,000,000 in cash and the balance by the issuance of 594,342 limited partnership operating units in GPLP (“OP Units”) valued at approximately $13,500,000.

On January 5, 2004, GPLP also completed the acquisition of the joint venture interest not previously owned by the Company in Polaris Center, LLC, the owner of Polaris Towne Center, a 443,165 square foot town center located in Columbus, Ohio, from NPLP. The Company acquired the remaining 50% interest in Polaris Center, LLC for approximately $10,000,000, which was paid in cash.

Mr. Weiler, his spouse and children own, in its entirety, WSS Limited Partnership, an Ohio limited partnership (“WSS”). WSS directly owns OP Units of limited partnership in GPLP. WSS also indirectly owns OP Units by virtue of its ownership interest in NPLP. WSS also owns an interest in Star-Weiler Limited Partnership, an Ohio limited partnership (“Star-Weiler”). Star-Weiler owns an interest in NPLP. Mr. Weiler’s children, nieces and nephews also indirectly own an interest in NPLP. In addition, Mr. Weiler’s sister-in-law previously owned an interest in Polaris Mall, LLC, which interest was acquired by GPLP on January 5, 2004.

Following the acquisition of the joint venture interests not previously owned by the Company in Polaris Mall, LLC and Polaris Center, LLC, NPLP and WSS continue to directly own OP Units.

Leasing Activity

A brother of Herbert Glimcher owns a company that leases seven store locations in the Company’s properties. The aggregate rents received by the Company from such locations were $268,000 for the fiscal year ended December 31, 2004.

Loans and Guarantees

Herbert Glimcher has provided a loan guarantee to a private company unaffiliated with the Company that leased space beginning on November 16, 2002 in Polaris Fashion Place. Minimum rent was $17,000 for the year ended December 31, 2004. The tenant vacated in 2004.

The Glimcher Group, owned by Robert Glimcher, a son of Herbert Glimcher and a brother of Michael P. Glimcher, reimbursed the Company $8,000 for reimbursement of expenses for shared space at a convention in May 2004. The David J. Glimcher Co., owned by David J. Glimcher, a former executive officer and trustee of the Company, son of Herbert Glimcher and brother of Michael P. Glimcher, reimbursed the Company $4,000 related to expenses for shared space at a convention in May 2004.

Severance Benefits Agreements

The Company and GPLP have entered into Severance Benefits Agreements (the “Severance Agreements”) with Ms. Lisa A. Indest and Messrs. George A. Schmidt, William G. Cornely, Michael P. Glimcher, Thomas J. Drought, Jr., Barry L. Lustig, Douglas W. Campbell and Mark E. Yale (for purposes of describing the Severance Agreements only, each shall be an “Executive”). The Company and GPLP have also entered into a Severance Benefits Agreement with Mr. Herbert Glimcher as stated above in the section “Employment & Consulting Agreement of Herbert Glimcher.” If an Executive is an employee of the Company or GPLP immediately prior to a “Change in Control of GRT” (as defined in the Severance Agreements), the Executive will be entitled to receive a lump sum severance payment equal to three times (3x) (except in the case of Messrs. Drought and Yale, which is two times (2x), and in the case of Ms. Indest and Messrs. Lustig and Campbell, one and one-half times (1.5x)) the Executive’s annual compensation during the calendar year preceding the calendar year in which the Change in Control of GRT occurs, such annual compensation to include (i) all base salary and bonuses paid or payable to the Executive, (ii) all grants of restricted Common Shares and (iii) the fair market value of any other property or rights given or awarded to the Executive by the Company. In addition, any restricted Common Shares, or options to purchase Common Shares, granted to the Executive shall vest on the day immediately prior to the date of a Change in Control of GRT. For a period of 18 months following a Change in Control of GRT, the Company will maintain in full force and effect all life, accident, medical and dental insurance benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the date of the Change in Control of GRT, subject to certain conditions and limitations as set forth in the Severance Agreements.

As described above under the section “Employment & Consulting Agreement of Herbert Glimcher,” the Company and GPLP also have a Severance Benefits Agreement with Mr. Herbert Glimcher. This agreement entitles Mr. Glimcher to three times (3x) his base salary and bonus for the calendar year prior to the change of control as determined by the terms of the Severance Benefits Agreement; provided, that a) if a change of control occurs on or prior to May 31, 2006 then the amount of salary and bonus used to determine his severance shall include the salary and bonus payments paid to Mr. Glimcher under the terms of the Employment & Consulting Agreement and shall not be less than the salary and bonus paid or payable by the Company to Mr. Glimcher for his services to the Company during fiscal year ended December 31, 2004, and b) if a change of control occurs after May 31, 2006 then the amount of salary and bonus used to determine his severance shall not exceed $350,000.

Federal Income Tax Implications on Executive Compensation

Additionally, an executive of the Company who receives any compensation or recognizes any income which constitutes an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), or for which a tax is otherwise payable under Section 4999 of the Code, is entitled to receive from the Company, an additional amount (the “Additional Amount”) equal to the sum of (i) all taxes payable by the executive under Section 4999 of the Code with respect to such excess parachute payments, including the Additional Amount, plus (ii) all income taxes payable by the executive with respect to the Additional Amount.

The foregoing transactions were approved by the Audit Committee or the Executive Compensation Committee of the Board of Trustees, as appropriate.

Executive Compensation Committee Interlocks and Insider Participation The Executive Compensation Committee currently consists of Messrs. Philip G. Barach, Wayne S. Doran and William S. Williams. Following the 2004 Annual Meeting of Shareholders held on May 7, 2004, Janice E. Page ceased to serve as a member of the Executive Compensation Committee. Until May 12, 2004, Harvey A. Weinberg served as a member of the Executive Compensation Committee. The Board of Trustees has historically appointed certain members of the Executive Compensation Committee to serve either as administrators of the Company’s compensation and option plans or on the committees that administer such plans. Currently, Messrs. Philip G. Barach and Wayne S. Doran are the members serving as administrators of the Company’s 2004 Plan. The administrators and/or committees determine the number of options and other awards granted to the trustees and employees of the Company under the 2004 Plan. None of the members of the Executive Compensation Committee are or were ever officers and/or employees of the Company or its subsidiaries.