EX-10.5 FORM/INDEPENDENT DIRECOTRS COMPENSATION



 





Exhibit 10.5




 






FORM OF

GREEN REALTY TRUST, INC.

INDEPENDENT DIRECTORS COMPENSATION PLAN




 







 









 








GREEN REALTY 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 Green Realty Trust, Inc. or any of its
subsidiaries or affiliates for service as members of the Board by providing them with competitive
compensation and an ownership interest in the Stock of the Company. The Company intends that the
Plan will benefit the Company and its shareholders by allowing Independent Directors to have a
personal financial stake in the Company through an ownership interest in the Stock and will closely
associate the interests of Independent Directors with that of the Company’s shareholders.



     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. Unless the context clearly indicates otherwise, the following terms
shall have the following meanings:



     “Base Annual Cash Retainer” means the annual cash retainer (excluding meeting fees and
expenses) payable by the Company to an Independent Director pursuant to Section 5.1 hereof for
service as a director of the Company (i.e., excluding any Supplemental Annual Cash Retainer), as
such amount may be changed from time to time.



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



     “Change in Control” has the meaning assigned such term in the Incentive Plan.



     “Company” means Green Realty Trust, Inc., a Maryland corporation.



     “Disability” has the meaning assigned such term in the Incentive Plan.



     “Effective Date” of the Plan has the meaning set forth in Section 8.4 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.



     “Incentive Plan” means the Green Realty Trust, Inc. 2007 Incentive Plan, or any



 









 







subsequent equity compensation plan approved by the Board and designated as the Incentive Plan
for purposes of this Plan.



     “Independent Director” has the meaning assigned such term in the Incentive Plan.



     “Plan” means this Green Realty 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
shareholders of the Company, which, for purposes of the Plan, are the periods for which annual
retainers are earned.



     “Restricted Stock” has the meaning assigned such term in the Incentive Plan. The terms of
Restricted Stock Awards granted under the Plan are described in Article 6 of the Plan.



     “Supplemental Annual Cash Retainer” means the annual cash retainer (excluding meeting fees and
expenses) payable by the Company to an Independent Director pursuant to Section 5.3 hereof for
service as a chair of a committee of the Board, as such amount may be changed from time to time.



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
shareholders 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.



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ARTICLE 4

SHARES




     4.1. SOURCE OF SHARES FOR THE PLAN. The shares of Stock that may be issued pursuant
to the Plan shall be issued under the Incentive Plan, subject to all of the terms and conditions of
the Incentive Plan. The terms contained in the Incentive Plan are incorporated into and made a
part of this Plan with respect to Restricted Stock and any other equity awards granted pursuant
hereto and any such awards shall be governed by and construed in accordance with the Incentive
Plan. In the event of any actual or alleged conflict between the provisions of the Incentive Plan
and the provisions of this Plan, the provisions of the Incentive Plan shall be controlling and
determinative. This Plan does not constitute a separate source of shares for the grant of the
equity awards described herein.



ARTICLE 5

CASH COMPENSATION




     5.1. BASE ANNUAL CASH RETAINER. Each Eligible Participant shall be paid a Base Annual
Cash Retainer for service as a director during each Plan Year. The amount of the Base Annual Cash
Retainer shall be established from time to time by the Board. Until changed by the Board, the Base
Annual Cash Retainer for a full Plan Year shall be $30,000. The Base Annual Cash Retainer shall be
payable in approximately equal quarterly installments in advance, beginning on the date of the
annual shareholders meeting; provided, however, that in no event shall any installment of the Base
Annual Cash Retainer be paid later than March 15 following the end of the given quarter.



     A prorata Base Annual Cash 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 Cash Retainer shall begin on the date that the person first becomes an Eligible Participant,
and shall resume on a quarterly basis thereafter; provided, however, that in no event shall any
installment of the prorata Base Annual Cash Retainer be paid later than March 15 following the end
of the given quarter.



     5.2 AUDIT COMMITTEE CHAIRPERSON SUPPLEMENTAL ANNUAL CASH RETAINER. The chairperson of
the Audit Committee of the Board shall be paid a Supplemental Annual Cash 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 Cash Retainer are paid; provided, however, that in no event shall any
installment of the Supplemental Annual Cash Retainer be paid later than March 15 following the end
of the given quarter. The amount of the Supplemental Annual Cash 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 Cash Retainer for a full Plan Year for the chairperson of the Audit
Committee shall be $10,000. A prorata Supplemental Annual Cash 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



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Plan Year, based on the number of full months he or she serves as a chairperson of the Audit
Committee of the Board.



     5.3. 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 in person shall be $6,000, or $1,000 for participation in a telephonic meeting of the
Board provided that minutes are kept at such telephonic meeting. Until changed by the Board, the
meeting fee for attending a meeting of a committee of the Board in person shall be $5,000, or
$1,000 for participation in a telephonic meeting of a committee of the Board provided that minutes
are kept at such telephonic meeting. If an Independent Director attends a Board meeting and a
committee meeting on a single day, he or she shall only receive a meeting fee for the Board meeting
attended. In no event shall any fee be paid later than March 15 of the year following the year in
which the meeting occurs.



     5.4. 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 5.4 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 5.4 shall not be
subject to liquidation or exchange for another benefit.



ARTICLE 6

EQUITY COMPENSATION




     6.1. RESTRICTED STOCK 



     (a) Initial Grant of Restricted Stock. Subject to share availability under the
Incentive Plan, on the date that a new Independent Director is initially elected or appointed to
the Board, such director shall receive an award of Restricted Stock. The number of shares of
Restricted Stock to be granted shall be established from time to time by the Board. Until changed
by the Board, the number of shares of Restricted Stock to be granted for a full Plan Year shall be
3,000 (the “Initial Restricted Stock Grant”). Such shares of Restricted Stock shall be evidenced
by a written Award Certificate, and shall be subject to such restrictions and risk of forfeiture as
determined by the Board, and shall be granted under and pursuant to the terms of the Incentive
Plan.



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     (b) Subsequent Grant of Restricted Stock. Subject to share availability under the
Incentive Plan, on the date following an Independent Director’s subsequent re-election to the
Board, such director shall receive an award of Restricted Stock. The number of shares of
Restricted Stock to be granted shall be established from time to time by the Board. Until changed
by the Board, the number of shares of Restricted Stock to be granted for a full Plan Year shall be
3,000 (the “Subsequent Restricted Stock Grant”). Such shares of Restricted Stock shall be
evidenced by a written Award Certificate, and shall be subject to such restrictions and risk of
forfeiture as determined by the Board, and shall be granted under and pursuant to the terms of the
Incentive Plan.



     (c) Vesting. Unless and until provided otherwise by the Board, the Initial Restricted
Stock Grants and the Subsequent Restricted Stock Grants shall vest and all restrictions with
respect thereto shall lapse as to one-third of the shares on date of grant and as to one-third of
the shares on each of the following two anniversaries of the date of grant. Notwithstanding the
foregoing, the Initial Restricted Stock Grants and the Subsequent Restricted Stock Grants shall
become fully vested on the earlier occurrence of (i) the termination of grantee’s service as a
director of the Company due to death or Disability; or (ii) the occurrence of a Change in Control,
if the awards are not assumed by the surviving entity or otherwise equitably converted or
substituted in connection with the Change in Control in a manner approved by the Board; or (iii)
the termination of grantee’s service as a director of the Company without Cause within two years
after the effective date of a Change in Control, if the awards are assumed by the surviving entity
or otherwise equitably converted or substituted in connection with a Change in Control. If the
grantee’s service as a director of the Company (whether or not in an Independent Director capacity)
terminates other than as described in clause (i) or (iii) of the foregoing sentence, then the
grantee shall forfeit all of his or her right, title and interest in and to any unvested shares of
Restricted Stock as of the date of such termination from the Board and such shares Restricted Stock
shall be reconveyed to the Company without further consideration or any act or action by the
grantee.



ARTICLE 7

AMENDMENT, MODIFICATION AND TERMINATION




     7.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any time and from
time to time, amend, modify or terminate the Plan without shareholder approval; provided, however,
that if an amendment to the Plan would, in the reasonable opinion of the Board, require shareholder
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 shareholder approval; and provided further, that the Board may condition any
other amendment or modification on the approval of shareholders of the Company for any reason.



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ARTICLE 8

GENERAL PROVISIONS




     8.1. ADJUSTMENTS. The adjustment provisions of the Incentive Plan shall apply with
respect to awards of Restricted Stock or other equity awards outstanding or to be granted pursuant
to this Plan.



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



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



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



*****




     The foregoing is hereby acknowledged as being the Green Realty Trust, Inc. Independent
Directors Compensation Plan as adopted by the Board.



	 	 	 	 	 	 	 
	 	 	GREEN REALTY TRUST, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 






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