exv10w28



 





Exhibit 10.28




TRIZEC PROPERTIES, INC.




2004 Compensation for Named Executive Officers




     The following table sets forth the salary, bonus and long term equity incentive awards paid in
respect of services for fiscal year 2004 to Trizec Properties, Inc.’s (“Trizec”) Chief Executive
Officer, its four most highly compensated executive officers who were serving as executive officers
as of December 31, 2004, and a former executive officer who resigned during fiscal 2004 and was not
serving as an executive officer as of December 31, 2004. These officers collectively are referred
to as the “named executive officers.”



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	2004 LTIP	 
	Name & Principal Position	2004 Salary	 	2004 Bonus	 	 	Award(1)(#)	 
	Peter Munk
	 	 	 	 	 	 	 	 	 	 	 	 
	Chairman of the Board of Directors(2)
	 	$	500,000	 	 	$	0	 	 	 	0	 
	Timothy H. Callahan
	 	 	 	 	 	 	 	 	 	 	 	 
	President, Chief Executive Officer and Director
	 	 	1,000,000	 	 	 	1,600,000	(3)	 	 	66,000	(4)
	Casey R. Wold
	 	 	 	 	 	 	 	 	 	 	 	 
	Former Executive Vice President and Chief Investment Officer
and Former Director
	 	 	449,515	 	 	 	466,667	(5)	 	 	—	 
	Michael C. Colleran
	 	 	 	 	 	 	 	 	 	 	 	 
	Executive Vice President and Chief Financial Officer
	 	 	350,000	 	 	 	600,000	(3)	 	 	32,000	(4)
	William R.C. Tresham
	 	 	 	 	 	 	 	 	 	 	 	 
	Executive Vice President and Chief Operating Officer
	 	 	325,000	 	 	 	500,000	(3)	 	 	30,000	(4)
	Ted R. Jadwin
	 	 	 	 	 	 	 	 	 	 	 	 
	Senior Vice President, General Counsel and Corporate Secretary
	 	 	283,000	 	 	 	170,000	(3)	 	 	11,000	(4)












	(1)	 	2004 long term equity incentive awards were made in the form of restricted stock rights, or
“RSRs,” granted under the Trizec Properties, Inc. 2002 Long Term Incentive Plan (as amended
and restated effective May 29, 2003, as amended), or “LTIP.” Upon vesting of the RSRs, one
share of Trizec’s common stock is issuable for each RSR that vests. Fifty percent of an award
of RSRs to an executive officer is subject to time-based vesting requirements, such that the
award vests in equal, annual increments over five years, beginning on the first anniversary of
the date of grant, as long as the officer remains in Trizec’s continuous employment through
the applicable vesting date. The remaining 50% of an executive officer’s award is subject to
performance-based vesting requirements, such that the award vests in equal, annual increments
over five years, beginning on the first anniversary of the date of grant, based on Trizec’s
achievement for the applicable performance year of either of two specified performance goals.
The performance goals for a particular performance year are established annually by the
Compensation Committee of the Board of Directors of Trizec within the first sixty days of the
applicable fiscal year. The performance goals for the 2005 performance period, as established
by the Compensation Committee on February 18, 2005, are based upon Trizec’s achievement of
either of two goals measured by Trizec’s total return to stockholders for the year.




 








 








	(2)	 	Mr. Munk did not receive any bonus or long term equity incentive awards for 2004. For 2004,
Trizec Canada Inc., of which Mr. Munk is the Chief Executive Officer and Chairman of the Board
of Directors, and Trizec each agreed to pay 50% of Mr. Munk’s annual compensation of
$1,000,000. The amount reported in the table reflects
Trizec’s 50% share of Mr. Munk’s 2004 salary. Under
the arrangement, Trizec Canada Inc. paid Mr. Munk the
full $1,000,000 in Canadian dollars and Trizec reimbursed Trizec
Canada for Trizec’s share of Mr. Munk’s 2004 salary in
Canadian dollars on a monthly basis. As a result of the fluctuation in
the currency exchange rate between the U.S. dollar and Canadian
dollar, Trizec’s actual out-of-pocket reimbursement to Trizec
Canada for Trizec’s pro rata share of Mr. Munk’s 2004
salary was
$549,648.
In addition, Trizec reimbursed Trizec Canada
$9,898 for Trizec’s pro rata share of the Canadian employer withholding
taxes that Trizec Canada Inc. was required to pay in connection with
the payment of Mr. Munk’s 2004 salary. As a result, Trizec
reimbursed Trizec Canada an aggregate of
$559,546.
	 
	(3)	 	Bonus awards for fiscal year 2004 were made in the amounts indicated and were paid in the
form of cash and/or RSRs on February 18, 2005, based on a valuation price of $18.00 per share
of Trizec common stock, as follows:
	 
	 	 	•   Mr. Callahan, $1,600,000 paid in the form of 88,889 RSRs;
	 
	 	 	•   Michael C. Colleran, $450,006 paid in cash and $149,994 paid in the form of 8,333 RSRs;
	 
	 	 	•   William R.C. Tresham, $375,008 paid in cash and $124,992 paid in the form of 6,944 RSRs; and
	 
	 	 	•   Ted R. Jadwin, $127,502 paid in cash and $42,498 paid in the form of 2,361 RSRs.
	 
	 	 	The RSRs issued as part of the named executive officer’s bonus vest in equal, annual
increments over three years, beginning on the first anniversary of the date of grant, as
long as the officer remains in Trizec’s continuous employment through the applicable vesting
date, and are settled in shares of Trizec’s common stock, on a one-for-one basis, at the
time of vesting. The RSRs entitle the holders the right to receive dividends based on the
number of shares of common stock underlying the RSRs, but do not have voting rights.
	 
	(4)	 	For fiscal year 2004, the amount shown reflects the number of RSRs granted to each executive
officer on February 18, 2005 based on a valuation price of $18.00 per share of Trizec’s common
stock.
	 
	(5)	 	Effective September 17, 2004, Mr. Wold resigned his position as Executive Vice President and
Chief Investment Officer of Trizec and as a member of our board of directors. Amounts shown
reflect salary and a prorated cash bonus earned by Mr. Wold through September 17, 2004, the
date of his resignation.