Exhibit 10.14


 


REPUBLIC PROPERTY TRUST

TRUSTEE DEFERRED COMPENSATION PLAN


 


This Republic Property
Trust Trustee Deferred Compensation Plan (the “Plan”) is adopted by Republic
Property Trust (“Republic” or the “Company”) for the purpose of providing a
deferred compensation arrangement to trustees of the Company who are not also
employees of the Company (“non-employee trustees”) and their beneficiaries in
consideration of services rendered to the Company and as an inducement for
their continued services in the future.


 


ARTICLE I: DEFINITIONS


 


Whenever used herein, the
masculine pronoun shall be deemed to include the feminine, and the singular to
include the plural, unless the context clearly indicates otherwise, and the
following definitions shall govern the Plan:


 


1.1.          “Account”
means the book entry account established under the Plan for each Participant to
which shall be credited such amounts as the Company shall determine in
accordance with this Plan, including the Participant’s Credited Investment
Return (Loss) determined under Article IV, and which shall be reduced by
any distributions made to a Participant or Beneficiary.


 


1.2.          “Beneficiary”
means those persons, trusts or other entities entitled to receive Benefits
which may be payable hereunder upon a Participant’s death as determined under Article VI.


 


1.3.          “Benefits”
means the amounts credited to a Participant’s Account pursuant to such
Participant’s Deferred Compensation Agreements, plus or minus all Credited
Investment Return (Loss).


 


1.4.          “Board of Trustees” or “Board” means
the Board of Trustees of Republic Property Trust


 


1.5.          “Change of Control” means the
happening of any of the following:


 


(i)            Any
“Person” (which for the purpose of this definition of Change of Control only
has the meaning ascribed to such term in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and used in
Sections 13(d) and 14(d) thereof, including a “group” within the
meaning of Section 13(d)(3)) has or acquires Beneficial Ownership of
thirty (30%) percent or more of the combined voting power of the Company’s then
outstanding voting securities entitled to vote generally in the election of
directors (“Voting Securities”); provided, however, that in determining whether
a Change of Control has occurred, Voting Securities which are held or acquired
by the


 


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following: (i) the
Company or any of its Related Companies (as defined in section 1.5(iv) below)
or (ii) an employee benefit plan (or a trust forming a part thereof)
maintained by the Company or any of its Related Companies (the persons or
entities described in (i) and (ii) shall collectively be referred to
as the “Excluded Group”), shall not constitute a Change of Control.  For purposes of this Plan, “Beneficial
Ownership” shall mean beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act.


 


(ii)           The
individuals who are members of the Incumbent Board cease for any reason to
constitute more than fifty (50%) percent of the Board.  For purposes of this Plan, “Incumbent Board”
shall mean the individuals who, as of the beginning of the period commencing
two years prior to the determination date, constitute the Board; provided,
however, that for purposes of this definition, any individual who becomes a
member of the Board subsequent to the beginning of such two-year period, whose
election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least two-thirds of those individuals who are members
of the Board and who were also members of the Incumbent Board (or deemed to be
such pursuant to this proviso) shall be considered as though such individual
were a member of the Incumbent Board; and provided further, however, that any
such individual whose initial assumption of office occurs as a result of or in
connection with an actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board shall not be considered a member
of the Incumbent Board.


 


(iii)          A consummation
of a merger, consolidation or reorganization or similar event involving the
Company, whether in a single transaction or in a series of transactions (“Business
Combination”), unless, following such Business Combination:


 


a)             the
Persons with Beneficial Ownership of the Company, immediately before such
Business Combination, have Beneficial Ownership of more than fifty (50%)
percent of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the corporation (or
in the election of a comparable governing body of any other type of entity)
resulting from such Business Combination (including, without limitation, an
entity which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or
more subsidiaries) (the “Surviving Company”) in substantially the same
proportions as their Beneficial Ownership of the Voting Securities immediately
before such Business Combination;


 


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b)            the
individuals who were members of the Incumbent Board immediately prior to the
execution of the initial agreement providing for such Business Combination
constitute more than fifty (50%) percent of the members of the board of
directors (or comparable governing body of a noncorporate entity) of the
Surviving Company; and


 


c)             no
Person (other than a member of the Excluded Group or any Person who immediately
prior to such Business Combination had Beneficial Ownership of thirty percent
(30%) or more of the then Voting Securities) has Beneficial Ownership of thirty
(30%) percent or more of the then combined voting power of the Surviving
Company’s then outstanding voting securities.


 


(iv)          The
assignment, sale, conveyance, transfer, lease or other disposition of all or
substantially all of the assets of the Company to any Person (other than the
Company, any Related Company or an employee benefit plan (or related trust)
sponsored or maintained by the Company or any Related Company) unless,
immediately following such disposition, the conditions set forth in subsections
(iii)(a), (b) and (c) above will be satisfied with respect to the
entity which acquires such assets.  For
purposes of this Plan, “Related Company” shall mean any entity that is directly
or indirectly controlled by, in control of or under common control with the
Company.


 


(v)           The
occurrence of a liquidation or dissolution of the Company.


 


1.6.                              “Code”
means the Internal Revenue Code of 1986, as amended, and references to
particular sections of the Code are deemed to refer to such sections or any
successor sections thereto.


 


1.7.                              “Committee”
means the Compensation Committee of the Board.


 


1.8.                              “Company”
means Republic Property Trust.


 


1.9.                              “Credited
Investment Return (Loss)” means the hypothetical investment return which shall
be credited to the Participant’s Account pursuant to Article IV.


 


1.10.                        “Deferred Compensation
Agreement” means an agreement to participate and to defer compensation between
a Participant and the Company in such form and consistent with terms of the
Plan as the Company may prescribe from time to time.


 


1.11.                        “Distribution Date” means the
date on which distribution of a Participant’s Benefits is made pursuant to Article V.


 


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1.12.                        “Effective Date” means             
    , 2005.


 


1.13.                        “Eligible Compensation” means
annual board or committee retainers and meeting fees, and unrestricted share,
restricted share and share unit awards made under the Company’s 2005 Omnibus
Long-Term Incentive Plan (or its successor).


 


1.14.                        “Participant” means a
non-employee Trustee of the Company for whom an Account has been established.


 


1.15.                        “Plan” shall mean this Republic
Property Trust Trustee Deferred Compensation Plan, as it may be amended from
time to time.


 


1.16.                        “Share Unit” means an unfunded
right to receive one share of the Company’s common shares of beneficial
interest at a future date.  Share Units
do not have voting rights.


 


1.17.                        “Republic” means Republic
Property Trust.


 


1.18.                        “Termination
Event” means the Participant’s separation from service with the Company (within
the meaning of Code Section 409A) for any reason.


 


ARTICLE II: ELIGIBILITY


 


2.1.                              Eligibility.  Eligibility for participation in the Plan
shall be limited to non-employee Trustees of the Company.  Non-employee Trustees shall be eligible to
defer Eligible Compensation in accordance with this Plan and rules established
by the Committee.  Each individual who
becomes a Participant shall execute a Deferred Compensation Agreement in the
form prescribed by the Company.


 


2.2.                              Cessation
of Participation.  Participation in
the Plan shall continue until all of the Benefits to which the Participant is
entitled thereunder have been paid in full.


 


2.3.                              Time
of Election of Deferral. Except as provided in the next sentence, an
election to defer Eligible Compensation must be made before the year in which
the Eligible Compensation is earned and payable.  In his or her first year of eligibility for
the Plan, a non-employee Trustee may make a deferral election within 30 days of
first becoming eligible.  This initial
deferral may relate only to Eligible Compensation attributable to the period
following the deferral election.  Any
change to a deferral election shall be effective only with regard to Eligible
Compensation earned commencing with the next calendar year.


 


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ARTICLE III: PARTICIPANT’S ACCOUNTS


 


3.1.                              Establishment
of Accounts.  The Company shall cause
an Account to be kept in the name of each Participant and each Beneficiary of a
deceased Participant which shall reflect the value of such Participant’s
Benefits as adjusted from time to time to reflect Credited Investment Return
(Loss). Each Account shall be credited with a number of Share Units, determined
in accordance with the Deferred Compensation Agreement.


 


3.2.                              Vesting.  Deferred fees and retainers (and the earnings
credited thereon) credited to an Account shall be 100% vested.  Restricted share and other equity-based
awards that are deferred pursuant to this Plan shall be subject to the vesting
schedule, if any, of the corresponding share award.


 


ARTICLE IV: CREDITED INVESTMENT
RETURN (LOSS)


 


4.1.                              Credited
Investment Return (Loss).  All amounts
credited to an Account shall be deemed to be invested in Share Units.  Share Units shall be credited with dividend
equivalents to the extent dividends are paid on Company common shares.


 


4.2.                              Adjustments
for Share Splits and Similar Corporate Events.  Amounts credited to a Participant’s Account
shall be equitably adjusted for changes in the capitalization of the Company,
including without limitation by reason of a share split or reverse share split,
in the manner and to the extent determined to be appropriate by the Board.


 


ARTICLE V: BENEFITS


 


5.1.                              Timing
of Distribution.  The vested portion
of a Participant’s Account shall be paid (or payment shall commence) within a
reasonable time after a Termination Event. 
The Participant shall forfeit the unvested portion of his or her Account
upon a Termination Event, giving consideration to any accelerated vesting
provisions of the corresponding restricted share award.


 


5.2.                              (a)           Method of Distribution.  A Participant’s Account shall be paid in a
single lump sum payment.  All payments
from the Plan shall be in the form of Company common shares (with cash for
fractional shares).


 


(b)           Death
Benefits.  In the event the
Participant dies before his or her Benefits have been fully distributed, the
Participant’s Benefits shall be paid to his or her Beneficiary in accordance
with the Participant’s most recent valid Beneficiary designation.


 


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(c)           Valuation
of Accounts.  Participants’ Accounts
shall be valued using the fair market value of Republic common shares on the
date immediately preceding the Distribution Date.


 


5.3.                              Tax
Withholding.  All payments under this
Article V shall be subject to all applicable withholding for state and
federal income tax and to any other federal, state or local tax which may be
applicable thereto. In the event any taxes become due prior to payment such
taxes shall be the sole responsibility of the Participant.


 


ARTICLE VI: BENEFICIARIES


 


6.1.                              Designation
of Beneficiary.  The Participant
shall have the right to designate, on such form as may be prescribed by the
Company, a Beneficiary to receive any Benefits due under Article V which
may remain unpaid at the Participant’s death and shall have the right at any
time to revoke such designation and to substitute another such Beneficiary.


 


6.2.                              No
Designated Beneficiary.  If, upon the
death of the Participant, there is no valid designation of a Beneficiary, the
Beneficiary shall be the Participant’s estate.


 


ARTICLE VII: ADMINISTRATION OF THE
PLAN


 


Administration
by the Company.  This
Plan shall be administered by the Committee. 
The Committee has sole discretion to interpret the Plan and to determine
all questions arising in the administration, interpretation, and application of
the Plan.  The Committee’s powers include
the power, in its sole discretion and consistent with the terms of the Plan, to
determine who is eligible to participate in this Plan, to determine the
eligibility for and the amount of benefits payable under the Plan, to determine
when and how amounts are allocated to a Participant’s Account, to establish rules for
determining when and how elections can be made, to adopt any rules relating
to administering the Plan and to take any other action it deems appropriate to
administer the Plan.  The Committee may
delegate its authority hereunder to one or more officers of the Company.  Whenever the value of an Account is to be
determined under this Plan as of a particular date, the Committee may determine
such value using any method that is reasonable, in its discretion.  Whenever payments are to be made under this
Plan, such payments shall begin within a reasonable period of time, as
determined by the Committee, and no interest shall be paid on such amounts for
any reasonable delay in making the payments. The Committee’s decisions under
the Plan shall be final and binding on all Participants, as well as the
Participant’s heirs, assigns, administrator, executor, and any other person
claiming through the Participant.  This
Plan shall


 


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be interpreted and administered in a manner that
complies with Section 409A of the Code.


 


ARTICLE VIII: MISCELLANEOUS


 


8.1.                              The
right of a Participant or his or her designated Beneficiary to receive a
distribution hereunder shall be an unsecured claim against the general assets
of the Company, and neither the Participant nor a designated Beneficiary shall
have any rights in or against any specific assets of the Company.
Notwithstanding the previous sentence, the Company reserves the right to
establish a grantor trust, the assets of which shall remain subject to claims
of creditors of the Company, to which Company assets may be invested to fund
some or all of the liabilities represented by this Plan. This Plan shall not be
construed to require the Company to fund, prior to payment, any of the Benefits
payable under this Plan.


 


8.2.                              If,
in the Company’s opinion, a Participant or Beneficiary for any reason is unable
to handle properly any property distributable to him or her under the Plan,
then the Company may make such arrangements which it determines to be
beneficial to such Participant or Beneficiary, to the extent such arrangements
have not been made by such Participant or Beneficiary, for the distribution of
such property, including (without limitation) the distribution of such property
to the guardian, conservator, spouse or dependent(s) of such Participant or
Beneficiary.


 


8.3.                              The
right of any Participant, any Beneficiary, or any other person to the payment
of any Benefits under this Plan shall not be assigned, transferred, pledged or
encumbered.


 


8.4.                              This
Plan shall be binding upon and inure to the benefit of the Company, its
successors and assigns and the Participant and his or her heirs, executors,
administrators and legal representatives.


 


8.5.                              Nothing
contained herein shall be construed as conferring upon any Participant the
right to continue in the employ or service of the Company as an employee.


 


8.6.                              If
the Company, the Participant, any Beneficiary, or a successor in interest to
any of the foregoing, brings legal action to enforce any of the provisions of
this Plan, the prevailing party in such legal action shall be reimbursed by the
other party for the prevailing party’s costs of such legal action including, without
limitation, reasonable fees of attorneys, accountants and similar advisors and
expert witnesses.


 


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8.7.                              This
Plan shall be construed in accordance with and governed by the laws of the
state of Maryland, without reference to the principles of conflicts of law
thereof, to the extent such construction is not pre-empted by any applicable
federal law.


 


8.8.                              This
Plan constitutes the entire understanding and agreement with respect to the
subject matter contained herein, and there are no agreements, understandings,
restrictions, representations or warranties among any Participant and the
Company other than those set forth or provided for herein.


 


8.9.                              (a)           This Plan may be amended or
terminated by Republic at any time in its sole discretion by resolution of its
Board or any committee to which its Board has delegated such authority to
amend; provided, however, that no amendment may be made which
would alter the irrevocable nature of an election or which would reduce the
amount credited to a Participant’s Account on the date of such amendment.  If the Plan is terminated, Compensation shall
prospectively cease to be deferred as of the date of the termination.  Upon termination of the Plan, each
Participant will be paid the value of his or her Account at the time and in the
manner provided for in Article V.


 


(b)           Notwithstanding the foregoing
paragraph or any other provision in this Plan to the contrary, upon the
consummation of a Change of Control, each Participant’s Account shall be fully
vested and shall be distributed to him or her in a lump sum distribution within
15 days following the consummation of such Change in Control.


 


*              *                              *


 


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To
record the adoption of the Plan, the Company has caused its authorized officer
to execute the same this 14th day of December, 2005.


 


	
   

  	
  REPUBLIC
  PROPERTY TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mark R. Keller

  
	
   

  	
   

  	
   

  
	
   

  	
  As
  its:

  	
    Chief Executive Officer

  



 


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