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 Supplemental Annual Retainers and expenses) payable by the
Company to an Independent Director pursuant to Section 5.1 hereof for
service as a director of the Company, 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” 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.


 


“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.


 


“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


 


1

















 


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


 


“Restricted
Stock” means Class A Stock granted to an Independent Director under Article
6 that is subject to certain restrictions and to risk of forfeiture.


 


“Supplemental Annual Retainer” means the
annual retainer (excluding the Base Annual Retainer and expenses) payable by
the Company to an Independent Director pursuant to Section 5.2 hereof for
service as the chair or a member of the Audit Committee of the Board, as such
amount may be changed from time to time.


 


“Stock” means the $0.01 par value Class
A and Class W 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


SOURCE
OF SHARES


 


4.1                                 SOURCE
OF SHARES.  The shares of Stock or
other equity 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 shares of Stock or other equity granted pursuant hereto and any such grant
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 Restricted Stock
awards described herein.


 


ARTICLE 5


RETAINERS AND EXPENSES


 


5.1.                              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 $60,000 (which Base
Annual Retainer includes fees for attendance at meetings of the Board or its
committees).  The Base Annual Retainer
shall be payable in approximately equal quarterly installments in advance,
beginning on the date of the annual stockholders meeting; provided, however,
that for the first Plan Year, the first installment shall begin on the
Effective Date and be prorated based on the number of full months in such
quarter after the Effective Date. 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.


 


5.2.                              SUPPLEMENTAL ANNUAL RETAINERS.


 


(a)           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 $20,000. 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 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.


 


(b)           Each member of the Audit Committee of
the Board, other than the chairperson of the Audit Committee whose supplemental
retainer is set forth above, shall be paid a Supplemental Annual Retainer for
his or her service as a member of the Audit Committee 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 a member 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 a member of the Audit Committee, other
than 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 a member 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 member of the 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 a member of the Audit Committee, and shall resume on a
quarterly basis thereafter.


 


2

















 


5.3.                              TRAVEL EXPENSE REIMBURSEMENT.  All Eligible Participants shall be
reimbursed for reasonable travel expenses 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 5.3 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 5.3
shall not be subject to liquidation or exchange for another benefit.


 


ARTICLE 6


EQUITY
COMPENSATION


 


6.1.                              INITIAL
RESTRICTED STOCK GRANT.


 


(a)                                  Subject
to share availability under the Incentive Plan and the terms of this Section 6.1(a),
on the first date an Independent Director is initially elected or appointed to
the Board, he or she shall receive an award of 5,000 shares of Restricted
Stock.  Notwithstanding the foregoing,
each Independent Director elected or appointed to the Board prior to the date
that the Company issues fifteen million (15,000,000) shares of Stock in its
initial public offering (the “Minimum Issuance Date”) and who remains an
Independent Director as of the Minimum Issuance Date shall receive such initial
Restricted Stock grant on the Minimum Issuance Date.  Such shares of Restricted Stock shall be
subject to the terms and restrictions described below in Section 6.1(b) and
shall be in addition to any otherwise applicable annual grant of Restricted
Stock granted to such Independent Director under Section 6.2.


 


(b)                                 Shares
of Restricted Stock granted under this Section 6.1 shall be evidenced by a
written Award Certificate and shall be subject to the terms and conditions
described herein and in the Incentive Plan. 
Unless and until provided otherwise by the Board, the shares of
Restricted Stock granted pursuant to this Section 6.1 shall vest and
become non-forfeitable as to one hundred percent (100%) of the shares on the first
anniversary of the Grant Date; provided, however, that the initial Restricted
Stock grant granted to each Independent Director elected or appointed to the
Board prior to the Minimum Issuance Date pursuant to this Section 6.1
shall vest and become non-forfeitable as to one hundred percent (100%) of the
Shares on the day immediately preceding the first annual stockholders meeting
held after the Minimum Issuance Date. 
Notwithstanding the foregoing vesting schedules, the shares of
Restricted Stock shall become fully vested on the earlier occurrence of (i) the
termination of the grantee’s service as a director of the Company due to his or
her death or Disability, or (ii) a Change in Control of the Company.  If the grantee’s service as a director of the
Company terminates other than as described in clause (i) 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 Restricted Stock shall be reconveyed
to the Company without further consideration or any act or action by the
grantee.


 


6.2           SUBSEQUENT RESTRICTED STOCK GRANT.  Subject to share availability under the
Incentive Plan, the Board may approve, at its discretion, an additional award
of shares of Restricted Stock upon subsequent re-election of the Independent
Director to the Board, subject to such terms and conditions as provided by the
Board and in the Incentive Plan.


 


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 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 8


GENERAL PROVISIONS


 


8.1.                              ADJUSTMENTS.  The adjustment provisions of
the Incentive Plan shall apply with respect to equity awards 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 September 22, 2010,
and became effective on that date (the “Effective Date”).


 


3

















 


*****


 


The foregoing is hereby acknowledged as being the Clarion
Property Trust Inc.  Independent
Directors Compensation Plan as adopted by the Board on September 22, 2010.


 


	
   

  	
  CLARION PROPERTY TRUST
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael O’Connor

  
	
   

  	
  Name:

  	
  Michael O’Connor

  
	
   

  	
  Title:

  	
  Secretary

  



 


4