EXHIBIT 10.7
CRT PROPERTIES,
INC.
DIRECTORS’
DEFERRED COMPENSATION PROGRAM
1.
Adoption of Program . The CRT Properties, Inc.
Directors’ Deferred Compensation Program (the
“Program”) was adopted by the Board of Directors of CRT
Properties, Inc. (the “Company”) on February 17,
2005 (the “Effective Date”).
2.
Election . Each non-employee Director in the service of the
Company on the Effective Day may elect, within 30 days of the
Effective Date, to defer all or a portion of his cash compensation,
including but not limited to cash retainer and meeting fees,
payable after June 1, 2005 into stock units (“Stock
Units”) equivalent in value to shares of common stock of the
Company (“Stock”). Each newly-elected non-employee
Director of the Company may elect, within 30 days of his or her
initial election, to defer all or a portion of his future cash
compensation into Stock Units. An election may be revoked or
changed in writing, but only as to compensation to be earned at or
after the commencement of the next succeeding calendar
year.
3.
Automatic Grants of Stock Units . Any grants of Stock Units
to non-employee Directors from time to time from the CRT
Properties, Inc. 1998 Equity and Cash Incentive Plan shall be
governed by the provisions of this Program.
4.
Deferred Compensation Account . The Company shall maintain a
bookkeeping account to which deferred compensation of each
participating Director shall be credited at the end of each
calendar month after such compensation is earned (each a
“Deferred Compensation Account”). The conversion of
deferred compensation into Stock Units will be made on the basis of
the fair market value of the Stock on the date the deferred
compensation would otherwise have been paid. For purposes of the
Program, fair market value of the Stock on any given date shall
mean the closing price of the Stock as reported on the New York
Stock Exchange on such date or, if there is no closing price
reported on such date, on the last date preceding such date for
which a closing price was reported.
5.
Dividend Equivalent . During the term of deferral, the Stock
Units standing to the credit of each participating Director’s
Deferred Compensation Account shall be credited with an amount
equal to the cash dividends that would have paid on the number of
Stock Units in such Deferred Compensation Account if such Stock
Units were deemed to be outstanding shares of Stock
(“Dividend Equivalents”). Dividend Equivalents credited
to Stock Units shall be converted to additional Stock Units and
credited to the participating Director’s Deferred
Compensation Account. The conversion of Dividend Equivalents into
Stock Units shall be made on the basis of the fair market value of
the Stock on the date the dividends would otherwise have been
paid.
6.
Changes in Stock . In the event of a stock dividend, stock
split, reverse stock split or similar change in capitalization
affecting the Stock, the Compensation Committee shall make
appropriate adjustments in the number of Stock Units credited to
each participating Director’s Deferred Compensation Account.
The adjustment by the Compensation Committee shall be final,
binding and conclusive. No fractional shares of Stock shall be
issued under the Program
