exv10w2



 





Exhibit 10.2




Resolutions Regarding Creation of Strategic Alternatives Special Committee and
Compensation for its Members





     WHEREAS, Section 1 of Article IV of the First Amended and Restated Bylaws (the
“Bylaws”) of Republic Property Trust (the “Trust”) provides, in relevant part, that
the Board of Trustees (the “Board”) may appoint committees, composed of one or more
Trustees, to serve at the pleasure of the Board;




     WHEREAS, Section 2 of Article IV of the Bylaws provides, in relevant part, that
the Board may delegate to any committee so appointed any of the powers of the
Trustees, except as prohibited by law;




     WHEREAS, the Board has determined that it is in the best interest of the Trust
to appoint a committee (the “Strategic Alternatives Special Committee”) of the Board
to act on behalf of the Board with respect to (i) the receipt of any offers
regarding corporate combinations, and (ii) analyzing strategic alternatives ((i) and
(ii) collectively, the “Strategic Alternatives Matters”);




     WHEREAS, the Board has determined that it is in the best interest of the Trust
to provide the Strategic Alternatives Special Committee with the sole authority, to
the extent it deems necessary or appropriate, to (i) retain advisers on behalf of
the Trust, including any financial advisors to advise the Strategic Alternatives
Special Committee in the evaluation of strategic alternatives, (ii) approve the
advisers’ fees and other retention terms and (iii) terminate any such advisor;




     WHEREAS, Section 6 of Article IV of the Compensation Committee Charter provides
that the Compensation Committee shall periodically review the compensation
arrangements in place for the Trust’s trustees, and if appropriate, make
recommendations to the Board with respect to any changes thereto;




     WHEREAS, the Compensation Committee of the Board has recommended to the Board
that the Chairman of the Strategic Alternatives Special Committee would receive a
one time payment of $60,000 and the other Strategic Alternative Special Committee
members would receive a one time payment of $45,000;




     WHEREAS, the Board has determined that it is in the best interest of the Trust
to provide compensation for the members of the Strategic Alternatives Special
Committee.




     NOW, THEREFORE, BE IT RESOLVED, that the Board hereby constitutes and creates a
committee of the Board duly designated the “Strategic Alternatives Special
Committee” and delegates to the Strategic Alternatives Special Committee the power
and authority of the Board to pursue, evaluate and review the Strategic Alternative
Matters, including, but not limited to, the sole authority, to the extent it deems
necessary or appropriate, to (i) retain advisers, including any financial advisors
to advise the Strategic Alternatives Committee in the evaluation of strategic
alternatives, (ii) approve the advisers’ fees and other retention terms and (iii)
terminate any such advisor;



 









 






     RESOLVED FURTHER, that the following trustees, all of whom are considered
independent trustees, hereby are appointed as the members of the Special Committee:
Gregory H. Leisch, Ronald D. Paul, Ronald J. Kramer, and John S. Chalsty; and John
S. Chalsty shall serve as the Chair of the Special Committee;




     RESOLVED FURTHER, that the Chairman of the Strategic Alternatives Special
Committee shall receive a one time payment of $60,000 and the other Strategic
Alternative Special Committee members shall receive a one time payment of $45,000.




     RESOLVED FURTHER, that the officers of the Trust are hereby authorized and
directed to take all such further actions and to prepare, execute, acknowledge,
file, deliver and record all such further documents and instruments by and on behalf
of the Trust, and in its name, or otherwise, as in the judgment of such officer
shall be necessary, appropriate or advisable in order to fully carry out the intent
and to accomplish the execution of the purposes of the foregoing resolutions; and




     RESOLVED FURTHER, that all matters authorized by the foregoing resolutions,
including, without limitation, the delegation of power and authority to the
Strategic Alternatives Special Committee, are hereby deemed effective, and are
effective, with respect to the Strategic Alternatives Special Committee as of the
date of formation of the Strategic Alternatives Special Committee, and that any and
all actions heretofore taken to date by any officer or trustee of the Trust in
furtherance of and consistent with the matters authorized by the foregoing
resolutions, are hereby in all respect authorized, approved, ratified and confirmed.