Exhibit 10.15


 


Republic
Property Trust


 


Non-Employee
Trustee Compensation Policy


 


The Board of Trustees of Republic Property
Trust (“Republic”) has approved the following
policy which establishes compensation to be paid to non-employee trustees (“Trustees”) of the board of trustees (the “Board”) of Republic, effective upon completion of the
initial public offering (the “IPO”) of
Republic’s common shares of beneficial interest, par value $.01 per share (“Common Shares”), to provide an inducement to obtain and
retain the services of qualified persons to serve as members of the Board.


 


1. 
Trustees’ Fees. 
Each Trustee of Republic shall be entitled to an annual trustees’
retainer fee in the amount of $50,000 per year, for so long as he or she shall
remain a Trustee of the Board (the “Annual Retainer”).  The Annual Retainer shall be paid for the
period from January 1 through December 31 of each year, and shall be
paid quarterly in arrears as of the last day of each calendar quarter.  If a Trustee dies, resigns or is removed from
the Board during any quarter, he or she shall be entitled to a cash payment or
a pro rata basis through his or her last day of service.  Each Trustee who is first appointed or
elected to the Board after the date of the adoption of this policy shall
receive a pro rata portion of his or her first quarterly installment of the
Annual Retainer based on the number of days of service as a Trustee in the
applicable quarter.  Each Trustee may
elect to receive all or any portion of his or her Annual Retainer in the form
of Common Shares.  The number of Common
Shares issued to a Trustee making this election shall be equal to the amount of
the Annual Retainer (or installment thereof) to be received in the form of Common
Shares divided by Fair Market Value (as defined in the Republic Property Trust
2005 Omnibus Long-Term Incentive Plan (the “Plan”)) of the Common Shares as of
the close of trading on the New York Stock Exchange on the date immediately
preceding the date of payment of the Annual Retainer (or installment thereof).


 


2. 
Common Share Grants.


 


(a)           Initial Grant.  Each Trustee shall be entitled to
an initial grant of 4,340 Common Shares (with the exception of Mr. Richard
L. Kramer, who shall be entitled to a grant of 2,893 Common Shares) (the “Initial Trustee’s Share Grant”).  Each Initial Trustee’s Share Grant shall be
made pursuant to and in accordance with the Plan and subject to the terms and
conditions thereof.   Each Initial
Trustee’s Share Grant shall be made on the date of the initial closing of the
IPO.  The Initial Trustee’s Share Grant
granted pursuant hereto shall be fully vested immediately upon such grant.


 


(b)           Cash Bonus in Connection with the Initial Grant.  In connection with the Initial Grant, each
Trustee shall receive a cash bonus in the amount of $43,397 (with the exception
of Mr. Richard L. Kramer, who shall receive a cash bonus of $28,932).  This cash bonus will be withheld by the
Company, to the extent necessary, to pay the withholding taxes incurred by the
Trustee in connection with the grant of the Restricted Shares and the payment
of such cash bonus.


 





















 


3. 
Meeting Fees. 
Each Trustee shall be entitled to a fee of $500 for each Board meeting
attended via teleconference ($1000, in the case of Board meetings attended by
the Trustee in person), commencing on the date of the initial closing of the
IPO.


 


4. 
Additional Fees for Committee Chairs.  In addition to the amounts described in
Sections 1 through 3 above, (a) the Trustee who is the chairman of the
Audit Committee of the Board shall be entitled to an additional amount of
$7,500 per year, (b) the Trustee who is the chairman of the Compensation
Committee of the Board shall be entitled to an additional amount of $5,000 per
year, and (c) the Trustee who is the chairman of the Nominating and
Corporate Governance Committee of the Board shall be entitled to an additional
amount of $5,000 per year, in each case, for so long as he or she remains
chairman of his or her respective committee of the Board, commencing on the
date of the initial closing of the IPO.


 


5. 
Expenses. 
Upon presentation of documentation of such expenses reasonably
satisfactory to Republic, each Trustee shall be reimbursed for his or her
reasonable out-of-pocket business expenses incurred in connection with attending
meeting of the Board, or in connection with other Board business.


 


6. 
Deferred Compensation Plan.  Pursuant to the terms and conditions of the
Republic Property Trust Trustee Deferred Compensation Plan, each Trustee may
elect to defer all or a portion of his or her Annual Retainer or fees pursuant
to Sections 3 and 4.


 





















 


7. 
Amendments. 
The Board shall review this policy from time to time to assess whether
any amendments in the type and amount provided herein should be adjusted in
order to fulfill the objectives of this policy.