EX-10.6







Exhibit 10.6




 








GREEN REALTY TRUST, INC.

FORM OF THIRD AMENDED AND RESTATED

INDEPENDENT DIRECTORS COMPENSATION PLAN






 







 









 









GREEN
REALTY TRUST, INC.



FORM OF THIRD AMENDED AND RESTATED


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:



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



     “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.



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



     “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 9.4 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.



     “Fair Market Value” has the meaning assigned such term in the Incentive Plan.



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




     “Incentive Plan” means the Green Realty Trust, Inc. 2008 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.




     “Meeting
Fees” means fees for attending a meeting of the Board or one of its
committees as set forth in Section 5.3 hereof.




     “Option” has the meaning assigned such term in the Incentive Plan.
The terms of options granted under the Plan are described in Article 7 of the Plan.



     “Plan”
means this Green Realty Trust, Inc. Third Amended and Restated 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.





     “Stock” has the meaning assigned such term in the Incentive 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 5.2 hereof for
service as the chair of a specified 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 Options 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.



     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.



     In no event shall any installment of the Base Annual Cash Retainer be paid
later than March 15 of the year following the year in which such
installment  was due.



     5.2. SUPPLEMENTAL ANNUAL CASH RETAINER. Each of the chairperson of
the Audit Committee of the Board and the chairperson of the
Investment 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 at the same times as installments
of the Base Annual Cash Retainer are paid. In no event shall any
installment of a Supplemental Annual Cash Retainer be paid later than
March 15 of the year following the year in which such installment was
due. The amount of the Supplemental Annual Cash Retainer for each of the chairperson of
the Audit Committee and the chairperson of the Investment Committee
of the Board 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 and the chairperson of the Investment Committee of the
Board 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 or the chairperson of the Investment 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 in such position
during the Plan Year.



     5.3. MEETING FEES. Each Independent Director shall be paid Meeting Fees for attending
meetings of the Board or its committees, payable in such form as
shall be elected by the Eligible Participant in accordance with
Section 6.2. 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 Meeting 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

ALTERNATIVE FORMS OF PAYMENT FOR MEETING FEES




     6.1. PAYMENT OF MEETING FEES. At the election of each Eligible Participant, the Meeting
Fees to be earned during a Plan Year by such Eligible Participant, shall be either (i) payable in
cash at each meeting date or such other date(s) on which such fees are normally paid, or (ii)
subject to share availability under the Incentive Plan, payable by a grant on the day following
each meeting date (the “Meeting Fee Stock Grant Date”) of that number of shares of Stock determined
by dividing the Meeting Fees otherwise payable on the meeting date by the Fair Market Value per
share of Stock on the Meeting Fee Stock Grant Date (rounded up to the nearest whole share). Any
Stock granted under the Plan as Meeting Fees under clause (ii) above will be 100% vested and
nonforfeitable as of the Meeting Fee Stock Grant Date, and the Eligible Participant receiving such
Stock (or his or her custodian, if any) will have immediate rights of ownership in the Stock,
including the right to vote the Stock and the right to receive dividends or other distributions
thereon.



     6.2. TIMING AND MANNER OF PAYMENT ELECTION. Each Eligible Participant shall elect the
form of payment desired for his or her Meeting Fees for a Plan Year by delivering a valid election
form in such form as the Board or the plan administrator shall prescribe (the “Election Form”) to
the Board or the plan administrator prior to the beginning of such Plan Year, which will be
effective as of the first day of the Plan Year beginning after the Board or the plan administrator
receives the Eligible Participant’s Election Form. The Election Form signed by the Eligible
Participant prior to the Plan Year will be irrevocable for the coming Plan Year. However, prior to
the commencement of the following Plan Year, an Eligible Participant may change his or her election
for future Plan Years by executing and delivering a new Election Form indicating different choices.
If an Eligible Participant fails to deliver a new Election Form prior to the commencement of the
new Plan Year, his or her Election Form in effect during the previous Plan Year shall continue in
effect during the new Plan Year. If no Election Form is filed or effective, or if there are
insufficient shares of Stock in the Incentive Plan, the Meeting Fees will be paid in cash.





ARTICLE 7

EQUITY COMPENSATION




     7.1.
INITIAL OPTION GRANT. Subject to share availability under the
Incentive Plan, each Independent Director shall receive on the first
date he or she is initially elected or appointed to the Board, an
Option to purchase 10,000 shares of Stock. Notwithstanding the
foregoing, each Independent Director elected or appointed to the
Board prior to the date that the Company raises a minimum of
$7,100,000 of subscription proceeds in the Company’s initial
public offering (for purposes of this Plan, the “Minimum
Offering Date”) and who remains an Independent Director as of
the Minimum Offering Date shall receive such initial Option grant on
the Minimum Offering Date.



     7.2.
SUBSEQUENT OPTION GRANT. Subject to share availability under
the Incentive Plan, on the date of each stockholders meeting at which
an Independent Director is re-elected to the Board, such Independent
Director shall receive an Option to purchase 5,000 shares of Stock.



     7.3
LIMITATION ON OPTION GRANTS. Notwithstanding anything herein
to the contrary, no Option shall be granted pursuant to Section 7.1
or Section 7.2 on a given date if, as a result of such grant, the
total number of  shares of Stock subject to Options outstanding as of such
date would exceed 10% of the total number of shares of Stock outstanding as of such date. In such event, the grant of such Options shall be  delayed until
such time as the grant would not violate the provisions of this Section
7.3 (the “Delayed Grant Date”). The grant of the delayed
Options shall be subject to the approval of the Board and shall be
limited to Independent Directors who (a) otherwise would have
received a grant on the original date under Section 7.1 or 7.2, and
(b) remain Independent Directors as of the Delayed Grant Date. For
all purposes, the grant date of the delayed Option shall be the
Delayed Grant Date and not the original date provided in Section 7.1.
or Section 7.2.



     7.4
TERMS AND CONDITIONS OF OPTIONS. Options granted under this Article 7 shall be evidenced by  a
written Award Certificate, and shall be subject to the terms and conditions described below and of the Incentive Plan.



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          (i) EXERCISE PRICE. The exercise price per share under an Option shall be the Fair
Market Value on the Grant Date of the Option.



          (ii) OPTION
TERM. Subject to earlier termination as provided herein or in the
Award  Certificate the Option shall
expire on the tenth anniversary of the Grant Date.



          (iii) VESTING.
Each Option granted pursuant to this Article 7 shall, unless earlier
terminated as provided herein or in the Award Certificate vest and become exercisable as to one-third (1/3) of the shares on
the Grant Date and as to one-third (1/3) of the shares on each of the first two (2) anniversaries
of the Grant Date. Notwithstanding the foregoing, all Options granted
under this Article 7 shall
become fully vested and exercisable on the earlier occurrence of (i) the termination of the
optionee’s service as a director of the Company due to his or her death, Disability or termination
without Cause, or (ii) a Change in Control of the Company. If the optionee’s service as a director
of the Company (whether or not in an Independent Director capacity) terminates for Cause, then the
optionee shall forfeit all of his or her right, title and interest in and to any unvested Options
as of the date of such termination from the Board.



          (iv) RESTRICTIONS ON TRANSFER. The limitations on transfer provision of the Incentive
Plan shall apply with respect to equity awards outstanding or to be granted pursuant to this Plan.





ARTICLE
8

AMENDMENT, MODIFICATION AND TERMINATION





     8.1. 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
9

GENERAL PROVISIONS





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



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



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



     9.4. EFFECTIVE DATE. The Plan was originally adopted by the Board on June 30, 2008, and
became effective on that date (the “Effective Date”).



*****




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



	 	 	 	 	 	 	 
	 	 	GREEN REALTY TRUST, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 






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