Exhibit 10.4


 






 


 


CLARION PROPERTY TRUST
INC.


INDEPENDENT DIRECTORS
COMPENSATION PLAN


 


 






 


 

















 


CLARION PROPERTY TRUST
INC.


INDEPENDENT DIRECTORS
COMPENSATION PLAN


 


ARTICLE 1


PURPOSE


 


1.1.                              PURPOSE.  The purpose of the Plan is to
attract, retain and compensate highly-qualified individuals who are not
employees of Clarion Property Trust Inc. or any of its subsidiaries or
affiliates for service as members of the Board by providing them with
competitive compensation.  The Plan is a
sub-plan of the Clarion Property Trust Inc. Long Term Incentive Plan (the “Incentive
Plan”).


 


1.2.                              ELIGIBILITY. Independent Directors of the Company who are
Eligible Participants, as defined below, shall automatically be participants in
the Plan.


 


ARTICLE 2


DEFINITIONS


 


2.1.                              DEFINITIONS.  Capitalized terms used
herein and not otherwise defined shall have the meanings given such terms in
the Incentive Plan. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:


 


“Base Annual Retainer” means the annual
retainer (excluding Meeting Fees and expenses) payable by the Company to an
Independent Director pursuant to Section 4.1 hereof for service as a
director of the Company (i.e., excluding any Supplemental Annual Retainer), as
such amount may be changed from time to time.


 


“Board” means the Board of Directors of the
Company.


 


“Charter” means the articles of incorporation
of the Company, as such articles of incorporation may be amended from time to
time.


 


“Company” means Clarion Property Trust Inc.


 


“Effective Date” has the meaning set forth in
Section 6.3 of the Plan.


 


“Eligible Participant” means any person who
is an Independent Director on the Effective Date or becomes an Independent
Director while this Plan is in effect; except that during any period a director
is prohibited from participating in the Plan by his or her employer or
otherwise waives participation in the Plan, such director shall not be an
Eligible Participant.


 


“Independent Director” means a director of
the Company who is not a common law employee of the Company and who meets the
additional requirements set forth for an “independent director” in the Charter.


 


“Meeting Fees” means fees for attending a
meeting of the Board or one of its committees as set forth in Section 4.3
hereof.


 


“Plan” means this Clarion Property Trust Inc.
Independent Directors Compensation Plan, as amended from time to time.


 


“Plan Year(s)” means the approximate
twelve-month periods between annual meetings of the


 


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stockholders
of the Company, which, for purposes of the Plan, are the periods for which
annual retainers are earned.


 


“Supplemental Annual Retainer” means the
annual retainer (excluding Meeting Fees and expenses) payable by the Company to
an Independent Director pursuant to Section 4.2 hereof for service as the
chair of the Audit Committee of the Board, as such amount may be changed from
time to time.


 


“Stock” means the $0.01 par value common
stock of the Company.


 


ARTICLE 3


ADMINISTRATION


 


3.1.                              ADMINISTRATION.  The Plan shall be
administered by the Board.  Subject to
the provisions of the Plan, the Board shall be authorized to interpret the
Plan, to establish, amend and rescind any rules and regulations relating
to the Plan, and to make all other determinations necessary or advisable for
the administration of the Plan.  The
Board’s interpretation of the Plan, and all actions taken and determinations
made by the Board pursuant to the powers vested in it hereunder, shall be
conclusive and binding upon all parties concerned, including the Company, its stockholders
and persons granted awards under the Plan. The Board may appoint a plan
administrator to carry out the ministerial functions of the Plan, but the
administrator shall have no other authority or powers of the Board.


 


3.2.                              RELIANCE.  In administering the Plan, the Board may rely
upon any information furnished by the Company, its public accountants and other
experts.  No individual will have
personal liability by reason of anything done or omitted to be done by the
Company or the Board in connection with the Plan.  This limitation of liability shall not be
exclusive of any other limitation of liability to which any such person may be
entitled under the Company’s certificate of incorporation or otherwise.


 


ARTICLE 4


RETAINERS, MEETING FEES
AND EXPENSES


 


4.1.                              BASE ANNUAL
RETAINER.  Each Eligible
Participant shall be paid a Base Annual Retainer for service as a director
during each Plan Year.  The amount of the
Base Annual Retainer shall be established from time to time by the Board.  Until changed by the Board, the Base Annual
Retainer for a full Plan Year shall be $           . 
The Base Annual Retainer shall be payable in approximately equal
quarterly installments in advance, beginning on the date of the annual stockholders
meeting. A pro rata Base Annual Retainer will be paid to any person who becomes
an Eligible Participant on a date other than the beginning of a Plan Year,
based on the number of full months he or she serves as an Independent Director
during the Plan Year.  Payment of such
prorated Base Annual Retainer shall begin on the date that the person first
becomes an Eligible Participant, and shall resume on a quarterly basis thereafter.
 In no event shall any installment of the
Base Annual Retainer be paid later than March 15 of the year following the
year to which such installment relates.


 


4.2.                              AUDIT COMMITTEE CHAIRPERSON
SUPPLEMENTAL ANNUAL RETAINER.  The chairperson of the Audit Committee of the
Board shall be paid a Supplemental Annual Retainer for his or her service as
such chairperson during a Plan Year, payable quarterly at the same times as
installments of the Base Annual Retainer. The amount of the Supplemental Annual
Retainer for the chairperson of the Audit Committee shall be established from
time to time by the Board.  Until changed
by the Board, the Supplemental Annual Retainer for a full Plan Year for the
chairperson of the Audit Committee shall be $10,000. A pro rata Supplemental
Annual Retainer will be paid to any Eligible Participant who becomes the
chairperson of the Audit Committee of the Board on a date other than the
beginning of a Plan Year, based on the number of full months he or she serves
as a chairperson of the 


 


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Audit
Committee of the Board during the Plan Year. Payment of such pro rated
Supplemental Annual Retainer shall begin on the date that the person first
becomes chairperson of the Audit Committee, and shall resume on a quarterly
basis thereafter. In no event shall any installment of the Supplemental Annual
Retainer be paid later than March 15 following the end of the given
quarter.


 


4.3.                              MEETING FEES.  Each Independent Director shall be paid
Meeting Fees for attending meetings of the Board or its committees.  The amount of the Meeting Fees shall be
established from time to time by the Board. 
Until changed by the Board, the Meeting Fee for attending a meeting of
the Board or a committee of the Board in person shall be $2,000.  Until changed by the Board, the Meeting Fee for
participation in a telephonic meeting of the Board or a committee of the Board,
provided that minutes are kept at such telephonic meeting, shall be $1,000. If
an Independent Director attends a Board meeting and a committee meeting on a
single day, he or she shall receive $1,000 for each meeting subject to a
maximum of $2,000 for all meetings attended in one day. Meeting Fees shall be
payable on the date of the applicable meeting to which they relate.


 


4.4.                              TRAVEL EXPENSE REIMBURSEMENT.  All Eligible Participants
shall be reimbursed for reasonable travel expenses (including spouse’s expenses
to attend events to which spouses are invited) in connection with attendance at
meetings of the Board and its committees, or other Company functions at which
the Chief Executive Officer or Chair of the Board requests the Independent
Director to participate. Notwithstanding the foregoing, the Company’s
reimbursement obligations pursuant to this Section 4.4 shall be limited to
expenses incurred during such director’s service as an Independent
Director.  Such payments will be made
within 30 days after delivery of the Independent Director’s written requests
for payment, accompanied by such evidence of expenses incurred as the Company
may reasonably require, but in no event later than the last day of the
Independent Director’s tax year following the tax year in which the expense was
incurred.  The
amount reimbursable in any one tax year shall not affect the amount
reimbursable in any other tax year. 
Independent Directors’ right to reimbursement pursuant to this Section 4.4
shall not be subject to liquidation or exchange for another benefit.


 


ARTICLE 5


AMENDMENT, MODIFICATION AND TERMINATION


 


5.1.                              AMENDMENT, MODIFICATION AND
TERMINATION.  The Board
may, at any time and from time to time, amend, modify or terminate the Plan
without stockholder approval; provided, however, that if an amendment to the
Plan would, in the reasonable opinion of the Board, require stockholder
approval under applicable laws, policies or regulations or the applicable
listing or other requirements of a securities exchange on which the Stock is
listed or traded, then such amendment shall be subject to stockholder approval;
and provided further, that the Board may condition any other amendment or
modification on the approval of stockholders of the Company for any reason.


 


ARTICLE 6


GENERAL PROVISIONS


 


6.1.                              DURATION OF THE
PLAN.  The Plan shall remain in
effect until terminated by the Board.


 


6.2.                              EXPENSES OF THE PLAN.  The expenses of administering the Plan shall
be borne by the Company.


 


6.3.                              EFFECTIVE DATE.  The Plan was originally
adopted by the Board on                                      ,
2010, and became effective on that date (the “Effective Date”).


 


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The foregoing is hereby acknowledged as being the Clarion
Property Trust Inc.  Independent
Directors Compensation Plan as adopted by the Board.


 


	
   

  	
  CLARION PROPERTY TRUST
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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