Exhibit



Exhibit 10.1



 
INVENTRUST PROPERTIES CORP.
DIRECTOR COMPENSATION PROGRAM
 
This InvenTrust Properties Corp. (the “Company”) Director Compensation Program (this “Program”) for non-employee directors of the Company (the “Directors”) shall be effective as of May 1, 2017 (the “Effective Date”).
 
Cash Compensation
 
Annual retainers will be paid in the following amounts to Directors:
 
	
						
	Director:
	 
	

	$65,000
	

	 

	Chair of Audit Committee:
	 
	

	$23,000
	

	 

	Chair of Compensation Committee:
	 
	

	$17,500
	

	 

	Chair of Nominating and Governance Committee:
	 
	

	$12,000
	

	 

	Chair of Executive Committee:
	 
	

	$15,000
	

	 

	Non-Chair Audit Committee Member:
	 
	

	$10,000
	

	 

	Non-Chair Compensation Committee Member:
	 
	

	$7,500
	

	 

	Non-Chair Nominating and Governance Committee Member:
	 
	

	$5,000
	

	 

	Non-Chair Executive Committee Member:
	 
	

	$6,000
	

	 

	Non-Executive Chairman (additional retainer):
	 
	

	$30,000
	

	 




 
All annual retainers will be paid in cash quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than thirty (30) days after the end of such quarter. 
 
Equity Compensation
  
	
		
	Annual Grant:
	Each individual who is initially elected as a Director on the date of an annual meeting of the Company’s stockholders and each Director who is serving on the Board as of the date of each annual meeting of the Company’s stockholders and who is re-elected as a Director at such annual meeting shall, on the date of such annual meeting, automatically be granted restricted stock units (“RSUs”) with a value of $110,000 (the “Annual Grant”), and a tandem dividend equivalent award with respect thereto. Each Annual Grant shall vest in full on the earlier of (i) the date of the next annual meeting of the Company’s stockholders following the grant date or (ii) the first anniversary of the grant date, subject to the Director’s continued service on the vesting date.
 




Business Expenses
 
The Company shall reimburse each Director for reasonable business expenses incurred by such Director in connection with his or her services to the Company (including, without limitation, expenses for continuing education programs), pursuant to the Company’s standard expense reimbursement policy as in effect from time to time.
 
Miscellaneous
 
For purposes of determining the number of RSUs subject to each Annual Grant, the dollar value of such grant shall be divided by the fair market value of a share of common stock of the Company on the date of such grant, as determined by reference to the most recently approved Company estimated per share valuation as of the date of such grant, in each case rounded up to the nearest whole RSU. 
 
The terms of each award of RSUs (including, without limitation, the form of payment under such award) and dividend equivalents shall be set forth in an award agreement in a form prescribed by the Board, and RSUs and dividend equivalents granted under this Program shall be subject to the terms of such award agreement and the applicable Company equity incentive plan under which the award is granted.
 
Effectiveness, Amendment, Modification and Termination


 This Program shall become effective as of the Effective Date, and as of the Effective Date shall replace and supersede all previous director compensation programs of the Company. This Program may be amended, modified or terminated by the Board at any time and from time to time its sole discretion.