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information referred to below and evaluating such nominees in the same manner as other candidates. Shareholders wishing to suggest a candidate for trustee should write to our Secretary and include:

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A statement that the writer is a shareholder and is proposing a candidate for consideration by the committee;



•

The name of and contact information for the candidate;



•

A statement of the candidate's business and educational experience;



•

Information regarding each of the factors listed above sufficient to enable the committee to evaluate the candidate;



•

A statement detailing any relationship between the candidate and any of our competitors;



•

Detailed information about any relationship or understanding between the proposing shareholder and the candidate; and

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•

A statement that the candidate is willing to be considered and willing to serve as a trustee if nominated and elected.

        Before nominating a sitting trustee for re-election at an annual meeting of shareholders, the nominating and corporate governance committee will consider:

•

The trustee's performance on the board; and



•

Whether the trustee's re-election would be consistent with our corporate governance guidelines.

        When seeking candidates for trustee, the nominating and corporate governance committee may solicit suggestions from management, incumbent trustees or others. The committee or its chairman will interview a candidate if it is believed the candidate might be suitable to be a trustee. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the board, it will recommend the candidate's election to the full board.

        The nominating and corporate governance committee generally intends to recommend that the board nominate incumbent trustees whom the committee believes will continue to make important contributions to us, inasmuch as the committee believes that the continuing service of qualified incumbents promotes stability and continuity, giving us the benefit of the familiarity and insight into our affairs that its trustees have accumulated during their tenure, while contributing to the board's ability to work as a collective body.

Special Committee

        The Special Committee, which is comprised of Elie Weiss (Chairman), Louis Grassi and Jeffrey Rubin, all of whom are independent, met seven times in fiscal 2011. This committee was established in March 2011 to, among other things, review, analyze and make recommendations with respect to our management structure and the advisory agreement pursuant to which we make payments to our advisor, REIT Management Corp., which is wholly-owned by Fredric H. Gould, our Chairman of the Board.

Independence of Trustees

        In determining whether our trustees are independent, we apply the New York Stock Exchange's corporate governance listing standards. Such standards provide:

•

No trustee qualifies as "independent" unless the board affirmatively determines that the trustee has no material relationship with us or any of our subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with us or any of our subsidiaries);



•

A trustee who is an employee, or whose immediate family member is an executive officer, of ours or any of our subsidiaries is not independent until three years after the end of such relationship;



•

A trustee who received, or whose immediate family member received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us or any of our subsidiaries, other than director and committee fees and pension or other forms of deferred

compensation for prior services (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 in any twelve-month period;



•

A trustee who is, or who has an immediate family member who is, a current partner of our internal or external auditor, a trustee who is a current employee of our internal or external auditor, a trustee who has an immediate family member who is a current employee of our

internal or external auditor and who personally participates in our audit, or a trustee who was, or whose immediate family member was, within the last three years, a partner or employee of our internal or external auditor and personally worked on our audit within that time, cannot be considered independent;





•

A trustee who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our or any of our subsidiaries' present executive officers serve on that company's compensation committee is not "independent" until three years after the end of such service or employment relationship; and



•

A trustee who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us or any of our subsidiaries for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues, is not "independent" until the commencement of the third fiscal year following the fiscal year in which such payments fall below such threshold.

        The board has affirmatively determined that each of Kenneth F. Bernstein, Alan H. Ginsburg, Louis C. Grassi, Gary Hurand, Jeffrey Rubin, Jonathan H. Simon and Elie Weiss, constituting more than two-thirdsapproximately 64% of our trustees, is "independent" for the purposes of Section 303A of the Listed Company Manual of the New York Stock Exchange, and all of the members of our committees are independent for the purposes of Section 303A. The board based these determinations primarily on a review of the responses of our trustees to questions regarding employment and compensation history, affiliations and family and other relationships, discussions with trustees and relevant facts and circumstances provided to management of any relationships bearing on the independence of a trustee.

        In determining the independence of each of the foregoing trustees, the board considered that Gary Hurand holds approximately a 40% beneficial interest in a family entity which owns a preferred limited partnership interest in Gould Investors L.P. (an, an affiliate of our company—seecompany. See "Certain Relationships and Related Transactions").Transactions." The preferred limited partnership interest owned by the Hurand family entity had, as of December 31, 2011,2012, a deemed value of $14,678,000approximately $11.5 million (the redemption price of the interest) and very limited voting rights, and no member of the Hurand family, including Mr. Hurand, has any management involvement in Gould Investors L.P. In fiscal 2011, Gould Investors paidInvestors. For 2012, distributions of approximately $1.17 million$998,000 were accrued and paid on the interests owned by the Hurand family entity. Pursuant to the governing documents, in January 2012, Gould Investors exercised its right to repurchase and the Hurand family entity exercised its right to require Gould Investors to repurchase, $2,935,600approximately $2.94 million or 20% of such preferred limited partnership interests. In October 2012, the family entity and Gould Investors agreed that notwithstanding the terms of such preferred interests, until the twelve months ending September 30, 2018, the family entity would defer its right to require Gould Investors to purchase, and Gould Investors would defer its right to redeem, up to 20% (without giving effect to the repurchase in January 2012) of the original preferred interest (a redemption value of up to $2.94 million) that would otherwise be subject to potential redemption or repurchase during 2013. In connection therewith, the parties agreed to reduce the annual distribution rate on such deferred partnership interests from 8% to 5%.

        The board concluded that the foregoing did not disqualify Mr. Hurand from being independent.

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Compensation Committee Interlocks and Insider Participation

        The members of the compensation committee are Jeffrey Rubin (Chairman), Alan H. Ginsburg and Jonathan H. Simon.        None of the members of the compensation committee has ever been an officer or employee of our company or any of our subsidiaries or has had any relationship with the Trust that would require disclosure under Item 404 of Regulation S-K (Certain Relationships and Related Party Transactions).

Compensation of Trustees

        Non-managementThe following table sets forth the cash compensation payable to the non-management members of our board of trustees are paid an annual retainerfor service on our board and the committees thereof:

        In addition, each member of the audit committee is paid an annual retainer of $5,000, the chairman of the audit committee is paid an additional annual retainer of $10,000, each member of the compensation committee is paid an annual retainer of $4,000, the chairman of the compensation committee is paid an additional annual retainer of $8,000, each member of the nominatingin 2012 and corporate governance

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committee is paid an annual retainer of $3,000 and the chairman of the nominating and corporate governance committee is paid an additional annual retainer of $4,000. Each member of the special committee is paid $1,000 for each meeting of such committee in which such member participates. Each non-management member of our board of trustees is also paid $1,200 for each board meeting and $1,000 for each committee meeting attended in person and $750 for each board meeting and committee meeting attended by telephone conference. The board, effective as of January 1, 2012, approved the payment of an annual fee of $200,000 to the chairman of our board. In each of fiscal 2011 and 2012,2013, each non-management member of our board of trustees was awarded 3,100 and 3,250, restricted common shares, respectively, under the BRT Realty Trust 2009 Incentive Plan.Plan and 2012 Incentive Plan, respectively. The restricted shares have a five year vesting period, subject to acceleration upon the occurrence of specified events, during which period the registered owner is entitled to vote and receive distributions, if any, on such shares. Non-management trustees who reside outside of the local area in which our executive office is located also receive reimbursementare reimbursed for travel expenses incurred in attending board and committee meetings.

        The following table sets forth the cash and non-cash compensation of trustees for fiscal 2011:2012:

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        The table below shows the aggregate number of unvested restricted shares awarded to and held by the named trustees and the value thereof as of September 30, 2011:2012:

Non-Management Trustee Executive Sessions

        In accordance with New York Stock Exchange listing standards, our non-management trustees meet regularly in executive sessions without management. "Non-management" trustees are all those trustees who are not employees or officers of our company and include trustees, if any, who are not employees or officers but who were not determined to be "independent" by our board of trustees. The person who presides over executive sessions of non-management trustees is one of the committee

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chairmen. To the extent practicable, the presiding trustee at the executive sessions is rotated among the chairmen of the board's committees. See "Governance of our Company—Leadership Structure" for information about the decision not to appoint a "lead trustee."

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Communications with Trustees

        Shareholders and interested persons who want to communicate with our board or any individual trustee can write to:

BRT Realty Trust
60 Cutter Mill Road, Suite 303
Great Neck, NY 11021
Attention: Secretary

        Your letter should indicate that you are a shareholder of BRT Realty Trust. Depending on the subject matter, the Secretary will:

•

Forward the communication to the trustee or trustees to whom it is addressed;



•

Attempt to handle the inquiry directly; for example where it is a request for information about our company or it is a stock-related matter; or



•

Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

        At each board meeting, the Secretary will present a summary of communications received, if any, since the last meeting that were not forwarded and make those communications available to the trustees on request.

        In the event that a shareholder, employee or other interested person would like to communicate with our non-management trustees confidentially, they may do so by sending a letter to "Non-Management Trustees" at the address set forth above. Please note that the envelope should contain a clear notation that it is confidential.

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INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL
SHAREHOLDERS, TRUSTEES AND MANAGEMENT

        The following table sets forth information concerning our common shares owned as of January 23, 201215, 2013 by (i) each person beneficially owning five percent or more of our common shares, (ii) each trustee, (ii) each executive officer named in the Summary Compensation Table, and (iii) all trustees and executive officers as a group.

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ELECTION OF TRUSTEES
(Proposal 1)

        The board of trustees is divided into three classes, each of which is elected for a staggered term of three years. Our Third Amended and Restated Declaration of Trust provides for the number of trustees to be between five and fifteen, the exact number to be determined by our board of trustees. The board has fixed the number of trustees at ten.eleven. The board may, following the meeting, increase or decrease the size of the board and fill any resulting vacancy or vacancies.

        At the annual meeting of shareholders, threefour Class III Trustees (Alan H. Ginsburg,(Matthew J. Gould, Louis C. Grassi, Israel Rosenzweig and Jeffrey A. Gould and Jonathan H. Simon)Rubin) are standing for election to our board of trustees. Each nominee

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has been recommended to our board of trustees by the nominating and corporate governance committee for election at the annual meeting and each nominee has been nominated by our board of trustees to stand for election at the annual meeting, to hold office until our 20152016 annual meeting and until his successor is elected and qualified. Class III Trustees will be considered for election at our 20132015 annual meeting and Class III Trustees will be considered for election at our 2014 annual meeting. Proxies will not be voted for a greater number of persons than the number of nominees named in the proxy statement.

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        We expect each nominee to be able to serve if elected. However, if any nominee is unable to serve as a trustee, unless a shareholder withholds authority, the persons named in the proxy card may vote for any substitute nominee proposed by the board of trustees. Each nominee, if elected, will serve until the annual meeting of shareholders to be held in 2015.2016. Each other trustee whose current term will continue after the date of our 20122013 annual meeting will serve until the annual meeting of shareholders to be held in 2013 with respect to the Class II Trustees, and 2014 with respect to the Class III Trustees.

        The following table sets forth certain information regarding each nominee for electionTrustees, and 2015 with respect to the board of trustees:

Nominees for Election As Class I Trustees Whose Term Expires in 2015
Trustees.

Vote Required for Approval of Proposal 1

        The affirmative vote of a majority of the outstanding common shares is required for the election of each nominee for trustee. Abstentions and broker non-votes have the effect of a vote against the nominee(s).

        THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALAN H. GINSBURG, JEFFREY A. GOULD AND JONATHAN H. SIMON AS CLASS I TRUSTEES. THE PERSONS NAMED IN THE PROXY CARD INTEND TO VOTE SUCH PROXY FOR THE ELECTION OF SUCH PERSONS AS TRUSTEES.

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The following tables settable sets forth certain information regarding trustees whose terms will continue aftereach nominee for election to the dateboard of the annual meeting:trustees:

Nominees for Election as Class II Trustees Whose Term Will Expire in 20132016

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THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF MATTHEW J. GOULD, LOUIS C. GRASSI, ISRAEL ROSENZWEIG AND JEFFREY RUBIN AS CLASS II TRUSTEES. THE PERSONS NAMED IN THE PROXY CARD INTEND TO VOTE SUCH PROXY FOR THE ELECTION OF SUCH PERSONS AS TRUSTEES.

        The following table sets forth certain information regarding trustees whose terms will continue after the date of the annual meeting:

Class III Trustees Whose Term Will Expire in 2014

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BRT REALTY TRUST 2012 INCENTIVE PLAN
(PROPOSAL 2)Class I Trustees Whose Term Expires in 2015

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the interests of participants in the Plan, through the ownership of common shares, with the interests of our shareholders.

        An aggregate of 628,355 shares of restricted stock issued pursuant to all of our equity incentive plans were outstanding on January 23, 2012. Since all these restricted shares have a five year cliff-vesting requirement, the outstanding restricted shares vest in approximately equal annual amounts through 2017. There are 133,790 shares available to be awarded pursuant to our 2009 Incentive Plan, as amended (the "2009 Plan") and we propose the adoption of the 2012 Plan pursuant to which up to 600,000 shares may be awarded. If shareholders adopt the 2012 Plan, no further awards will be made under the 2009 Plan. As of January 23, 2012, there were 14,077,173 shares outstanding. Generally, the awards granted each year have represented less than 1% of our outstanding shares at the time of grant.

        It is anticipated that awards will be granted under the Plan to: eleven full-time and part-time executive officers; seven non-management trustees; and approximately 41 full-time and part-time non-executive officers and employees.

        The following summary of major features of the Plan is qualified in its entirety by reference to the actual text of the Plan, set forth as Annex A.

Shares Subject to the Plan

        The total number of shares available for grant under the Plan will not exceed 600,000 shares. The Plan authorizes the discretionary grant of (i) incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, (ii) non-qualified stock options, (iii) restricted stock, (iv) restricted stock units and (v) performance-based awards. The shares available for issuance under the Plan will be authorized but unissued common shares. Shares related to awards that are forfeited, cancelled, terminated or expire unexercised will be available for grant under the Plan. Neither shares tendered by a participant to pay the exercise price of an award, nor any shares withheld by us for taxes will be available for future grants under the Plan. In the event of a stock dividend or stock split affecting our shares, the number of shares issuable and issued under the Plan and the number of shares covered by and the exercise price and other terms of outstanding awards will be adjusted to reflect such event to prevent dilution or diminution of awards.

Administration of the Plan

        The Plan will be administered by our compensation committee which, to the extent deemed necessary by the board, will consist of two or more persons who satisfy the requirements for a "non-employee director" under Rule 16(b) under the Securities Exchange Act of 1934, and/or the requirements for an "outside director" under Section 162(m) of the Internal Revenue Code of 1986, as amended. The compensation committee has authority to administer and construe the Plan in accordance with its provisions. The compensation committee's authority also includes the power to (a) determine persons eligible for awards, (b) prescribe the terms and conditions of awards granted under the Plan, (c) adopt rules for the administration, interpretation and application of the Plan which are consistent with the Plan and (d) establish, interpret, amend or revoke any such rules.

Options

        Stock options entitle the holder to purchase a specified number of shares at a specified exercise price subject to the terms and conditions of the option grant. The purchase price per share for each incentive stock option is determined by the compensation committee, but must be at least 100% of the fair market value per share on the date of grant. The aggregate fair market value of shares with respect to which incentive stock options are exercisable for the first time by an individual during any calendar year cannot exceed $100,000. To the extent that the fair market value of shares with respect to which incentive stock options become exercisable for the first time during any calendar year exceeds $100,000,

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the portion in excess of $100,000 will be treated as a non-qualified option. Options granted under the Plan may be exercisable for a term up to ten years. If a participant owns more than 10% of the total voting power of all classes of our shares at the time the participant is granted an incentive stock option, the option price per share cannot be less than 110% of the fair market value per share on the date of grant and the term of the option cannot exceed five years.

        Non-qualified options may not be granted at an exercise price per share that is less than 100% of the fair market value per share on the date of the grant. The maximum aggregate number of shares underlying options that may be granted in one calendar year to an individual participant is 60,000.

        The closing price for our shares on the New York Stock Exchange on January 23, 2012 was $6.50 per share.

Restricted Stock and Restricted Stock Units

        Restricted stock are shares that may not be sold, transferred, gifted, bequeathed, pledged, assigned or otherwise disposed of until the end of a specified restriction period. Restricted stock units or RSU's represent the right, upon satisfaction of specified conditions, to receive shares and are subject to the same restrictions on transferability applicable to restricted stock. RSU's and shares of restricted stock will be issued at the beginning of the restriction period and the compensation committee shall set restrictions and other conditions applicable to the vesting of such award, including restrictions based on the achievement of specific performance goals, time based restrictions or any other basis determined by the compensation committee.

        Recipients of restricted stock have the right to vote such shares and to receive and retain cash dividends and other distributions, if any, paid thereon, even if such restricted stock is forfeited in the future. Recipients of RSU's are not entitled to vote or receive dividends with respect to the underlying shares until such shares have been issued. Recipients of such awards will not be entitled to delivery of the stock certificate representing the shares until all the restrictions have been fulfilled.

        Generally, it is anticipated that any restricted stock or RSU that does not vest on the vesting date, or on a date prior to the vesting date if it is determined that it cannot vest (for example due to the termination of employment prior to achievement of a time based restriction), will be forfeited to us and the recipient will not thereafter have any rights (including rights to dividends and distributions) with respect to these securities.

        No more than 60,000 shares of each of restricted stock and RSU's will be awarded to any participant in any calendar year. We will not repurchase outstanding restricted stock or RSU's in exchange for cash. Except as otherwise provided in an award agreement, in the event of the death, disability or retirement (as defined in the Plan) the restriction period shall not automatically terminate. The compensation committee may grant restricted stock or RSU's and set restrictions based upon performance goals so that such grant would qualify as "performance based compensation" under Section 162(m) of the Internal Revenue Code.

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Performance Based Awards

        In view of our relatively small market capitalization in comparison to our peers, and our small number of executive officers, it has been our judgment that fair and equitable compensation of our executive officers and the alignment of the interests of our executive officers with the interests of our shareholders could be accomplished by our compensation committee, with input from our chairman and senior management, analyzing our performance and the performance of each executive officer, and by awarding restricted stock to our executive officers in reasonable amounts. In view of the pay for performance emphasis of many of our peers and institutional investors, the Plan authorizes the compensation committee to grant performance based awards. Our compensation committee has commenced the process for establishing performance goals for the grant of performance based awards to senior executives, including our president and chief executive officer. It is currently anticipated that performance based goals will be established in 2012 for performance based awards to be granted in 2012. Performance based awards will be made by the issuance of restricted stock units or other Awards, or a combination thereof, contingent upon the attainment of one or more performance goals (described below) that our compensation committee establishes. The minimum period with respect to which performance goals are measured is one year, but the compensation committee generally intends to establish a performance cycle of not less than three years. The maximum number of shares with respect to which a participant may be granted performance based awards in any calendar year is 60,000 shares.

        The terms and conditions of a performance based award will provide for the vesting of the award to be contingent upon the achievement of one or more specified performance goals that the compensation committee establishes. For this purpose, "performance goals" means for a performance cycle, the specific goals that the compensation committee establishes that may be based on one or more of the following performance criteria:

•

pre-tax income,



•

after-tax income,



•

net income (meaning net income as reflected in our financial reports for the applicable period, on an aggregate, diluted and/or per share basis),



•

operating income (including net operating income),



•

cash flow,



•

earnings per share,



•

return on equity,



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return on invested capital or assets,



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funds available for distribution, on aggregate, diluted or per share basis,



•

appreciation in the fair market value of our shares,



•

return on investment,



•

total shareholder return on an absolute or peer comparable basis,



•

net earnings growth or growth in funds from operations ("FFO") as FFO is computed in accordance with standards established by the National Association of Real Estate Investment Trusts, Inc.,



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stock appreciation (meaning an increase in the price or value of the shares after the date of grant of an award and during the applicable period),



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related return ratios,

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•

increase in revenues,



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published ranking against a peer group of real estate investment trusts based on total shareholder return,



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net earnings,



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changes (or the absence of changes) in the per share or aggregate market price of the Shares,



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asset growth,



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earnings before any one or more of the following items: interest, taxes, depreciation or amortization for the applicable period, as reflected in our financial reports for the applicable period, and



•

total revenue growth (meaning the increase in total revenues after the date of grant of an award and during the applicable period, as reflected in our financial reports for the applicable period).

        The performance goals need not be the same with respect to all participants and may be established for the Trust as a whole, on a per share basis or may be based on our performance compared to the performance of businesses specified by the compensation committee or compared to any prior period.

Amendment and Termination of the 2012 Incentive Plan

        No awards may be made under the 2012 Incentive Plan on or after the tenth anniversary of the plan's effective date. Our board of directors may amend, suspend or terminate the Plan at any time for any reason. However, no amendment shall permit the repricing, replacing or regranting of an option in connection with the cancellation of the Option or by amending an Award Agreement to lower the exercise price of an option or the cancellation of any award in exchange for cash without shareholder approval. In addition, before the plan can be amended, modified or terminated, where such amendment, modification or termination would adversely affect a participant who has already been granted an award, such participant's consent must be obtained.

Change in Control

        Any awards granted under the Plan that are outstanding and not then exercisable or subject to restrictions at the time of a change in control (as defined in the Plan) shall become immediately exercisable and all restrictions shall be removed effective as of such change in control. The Plan defines a change in control as follows:

        (a)   the acquisition in one or more transactions by any person (as defined in Section 13(d) of the Securities Exchange Act of 1934) of the beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of 25% or more of the outstanding shares or the combined voting power of the then outstanding securities entitled to vote in the election of directors (provided that this provision is not applicable to acquisitions made individually, or as a group, by Fredric H. Gould, Matthew J. Gould and Jeffrey A. Gould and their respective spouses, lineal descendants and affiliates);

        (b)   individuals who, at the date of the award, constitute our board of trustees cease for any reason to constitute at least a majority of the board, provided an individual becoming a trustee subsequent to the date of an award whose election or nomination for election was approved by a vote of at least a majority of the trustees then comprising the board shall be considered as though such individuals were a member of the board, but excluding any individual whose initial assumption of office occurs as a result either of an actual or threatened election contest or other

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actual or threatened solicitation of proxies or consent by and behalf of a person other than the board;

        (c)   the closing of a sale or other conveyance of all or substantially all of our assets;

        (d)   the effective time of any merger or other business combination involving us if immediately after such transactions persons who hold a majority of outstanding voting securities entitled to vote are not persons who immediately prior to such transaction held our voting stock.

Federal Income Tax Consequences

        The federal tax rules applicable to awards under the Plan under the tax code are summarized below. This summary omits the tax laws of any municipality, state, or foreign country in which a participant resides.

        Stock option grants under the Plan may be intended to qualify as incentive stock options under Section 422 of the tax code or may be non-qualified stock options governed by Section 83 of the tax code. Generally, federal income tax is not due from a participant upon the grant of a stock option, and a deduction is not taken by us. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the market price of the common stock on the exercise date and the stock option grant price. We are entitled to a corresponding deduction on our income tax return. A participant will not have any taxable income upon exercising an incentive stock option after the applicable holding periods have been satisfied (except that the alternative minimum tax may apply), and we will not receive a deduction when an incentive stock option is exercised. The treatment for a participant of a disposition of shares acquired through the exercise of a stock option depends on how long the shares were held and whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. We may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied.

        Generally, taxes are not due when a restricted stock (unless the participant makes election under section 83(b) of the Code) or RSU award is initially made, but the award becomes taxable when it is no longer subject to a "substantial risk of forfeiture" (it becomes vested or transferable), in the case of restricted stock, or when shares are issuable in connection with vesting, in the case of an RSU. Income tax is paid on the value of the stock or units at ordinary rates when the restrictions lapse, and then at capital gain rates when the shares are sold.

        Section 409A of the tax code affects taxation of awards to employees but does not affect our ability to deduct deferred compensation. Section 409A applies to RSUs, performance units, and performance shares. Such grants are taxed at vesting but will be subject to new limits on plan terms governing when vesting may occur. If grants under such plans do not allow employees to elect further deferral on vesting or on distribution, under the regulations, a negative impact should not attach to the grants.

        Section 409A of the tax code does not apply to incentive stock options, non-qualified stock options (that are not discounted), and restricted stock, provided that there is no deferral of income beyond the vesting date.

        As described above, awards granted under the Plan may qualify as performance-based compensation under Section 162(m) of the tax code. To qualify, stock options and other awards must be granted under the Plan by a committee consisting solely of two or more outside directors (as defined under Section 162 regulations) and satisfy the Plan's limit on the total number of shares that may be awarded to any one participant during any calendar year. In addition, for awards other than stock options to qualify, the grant, issuance, vesting, or retention of the award must be contingent upon

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satisfying one or more of the performance criteria set forth in the Plan, as established and certified by a committee consisting solely of two or more outside directors.

New Plan Benefits Table

        We have not determined the type, amount or recipients of awards under the 2012 plan. Accordingly, we provide the following table which reflects the awards granted in fiscal 2011 pursuant to the 2009 Incentive Plan to the persons and groups indicated. All of such awards were in the form of restricted stock that vest on a "cliff-vesting" basis five years after grant.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal 3)2)

General

        The audit committee and the board of trustees is seeking ratification of the appointment of BDO USA, LLP ("BDO") as our independent registered public accounting firm for the fiscal year ending September 30, 2012.2013. Representatives of BDO, our auditors for fiscal 2011,2012, are expected to be present at the annual meeting and will have the opportunity to make a statement if such representatives desire to do so and will be available to respond to appropriate questions.

        We are not required to have our shareholders ratify the selection of BDO as our independent registered public accounting firm. We are doing so because we believe it is good corporate practice. If our shareholders do not ratify the selection, the audit committee will reconsider whether or not to

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retain BDO, but may, after reconsidering, still decide to retain such independent registered public accounting firm. Even if the selection is ratified, the audit committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in our best interests.

        THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF BDO AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012.THE YEAR ENDING SEPTEMBER 30, 2013.

Change in Auditors

        On December 14, 2010, the audit committee of our board of trustees dismissed Ernst & Young LLP as our independent registered public accounting firm.

        Ernst & Young's reports on our consolidated financial statements for the fiscal years ended September 30, 2010 and 2009 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended September 30, 2010 and 2009 and through December 14, 2010, (i) there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make a reference thereto in its reports on our

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consolidated financial statements for such periods and (ii) there were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.

        On December 28, 2010, the audit committee of our board of trustees engaged BDO as our independent registered public accountants, as of and for the fiscal year endingended September 30, 2011 and the interim periods prior to such year-end.

        During fiscal 2010 and 2009 years and through December 28, 2010, we did not consult with BDO regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor did BDO provide advice to us, either written or oral, that was an important factor considered by us in reaching a decision as to an accounting, auditing or financial reporting issue. Further, during fiscal 2010 and 2009 and through December 28, 2010, we did not consult with BDO on any matter described in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Audit and Other Fees

        The following table presents, except as otherwise indicated, theBDO's fees (including expenses) for the services indicated billed by BDO for fiscal 20112012 and Ernst & Young for fiscal 2010:2011:

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Approval Policy for Audit and Non-Audit Services

        The audit committee annually reviews and approves the retention of our independent registered public accounting firm for each fiscal year and the audit of our financial statements for such fiscal year, including the fee associated with the audit. In addition, the audit committee approves the provision of tax related and other non-audit services. Any fees for the audit and any fees for non-audit services in excess of those approved by the audit committee must receive the prior approval of the audit committee.

        Proposals for any non-audit services to be performed by our independent registered public accounting firm must be approved in advance by the audit committee in advance at a regularly scheduled meeting, by unanimous consent or at a meeting held by telephone conference.committee.

        For fiscal 2011,2012, the audit committee pre-approved all of the audit, tax and non-audit services rendered by our independent registered public accounting firm.

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REPORT OF THE AUDIT COMMITTEE

        The audit committee of the board of trustees is comprised of three independent trustees and operates under a written charter adopted by the board of trustees. The board of trustees has determined that each member of the audit committee is "independent," as required by Section 10A(m)(3)was independent during his service on the committee.

        The role of the Exchange Act and the rules and regulations promulgated thereunder and by the listing standards of the New York Stock Exchange.

        The audit committee is appointed by the board of trusteesto, among other things, select and engage our independent registered public accounting firm and to oversee and monitor among other things, theour financial reporting process, the independence and performance of the independent registered public accounting firm the Trust's internal controls and the performancefunctioning of the accounting firm performing theour internal audit function on behalf of the Trust.controls. It is themanagement's responsibility of executive management to prepare the Trust's financial statements in accordance with generally accepted accounting principles and it is the responsibility of the independent registered public accounting firm to perform an independent audit of the Trust's financial statements and to express an opinion on the conformity of those financial statements with generally accepted accounting principles.

        In this context,performing its duties, the audit committee committee:

•

met on five occasions in fiscal 2011 and held discussions with management, and the independent registered public accounting firm. Management representedfirm and the accounting firm performing the internal control audit function on our behalf;



•

discussed with the independent registered public accounting firm the overall scope and plan for its activities and reviewed with the accounting firm performing the internal control function its work plan and the scope of its activities;



•

obtained representations from management to the audit committeeeffect that the fiscal 2011 year endyear-end consolidated financial statements were prepared in accordance with generally accepted accounting principles, andprinciples;



•

was advised by the audit committee independent registered public accounting firm that it would render an unqualified opinion with respect to the year-end consolidated financial statements;



•

reviewed and discussed the auditedyear end consolidated financial statements with management and the independent registered public accounting firm. The audit committee also reviewedfirm;



•

discussed and discussed the Trust'sevaluated our internal control procedures with management, the independent registered public accounting firm and the accounting firm performing the internal control audit function on behalf offunction;



•

reviewed with management the Trust. In addition, the audit committee reviewed the activities of management's disclosure controls and procedures committee and confirmed prior to approving each quarterly filing and the annual filing with the Securities and Exchange Commission that the requisite officers of the Trust were in accord withprocess used for the certifications required under the Sarbanes-Oxley Act of 2002 of our filings with the Securities and would execute and deliver such certifications. In fiscal 2011, the audit committee Exchange Commission;



•

reviewed the unaudited quarterly financial statements prior to the filing of each Quarterly Report on Form 10-Q with the Securities and Exchange Commission and eachreviewed the quarterly earnings press release prior to issuance. The audit committee releases;



•

discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (the "PCAOB").

        In addition, the audit committee in Rule 3200T;



•

discussed with the independent registered public accounting firm such firm's independence from the auditor's independence,Trust and management, and received the written disclosures and the letter from such firm required by PCAOB Ethics and Independence Rule 3526 (Communication with Audit Committees Concerning Independence); and



•

reviewed and approved the independent registered public accounting firm required by PCAOB Rule 3526 (Communications with Audit Committee Concerning Independence). Further, the audit committee reviewed and approved the auditors'firm's fees, both for both performing audit and non-audit services. The committee alsoservices, and considered whether the provision of non-audit services by the independent registered public accounting firm was compatible with maintaining the auditor'sindependent registered public accounting firm's independence and concluded that it was compatible with maintaining its independence.

compatible.

        The audit committee was provided with a report by the independent registered public accounting firm that included a descriptionTable of material issues raised by its most recent "peer review" and any inquiry or investigation by governmental or professional authorities within the past few years respecting one or more independent audits carried out by the independent registered public accounting firm.Contents

        The audit committee meets with the independent registered public accounting firm and the accounting firm performing the internal control audit function, with and without management present, to discuss the results of their examinations, their evaluations of the internal controls, and the overall quality of the Trust'sour financial reporting. In fiscal 2011, the audit committee reviewed and discussed with the independent registered public accounting firm, the accounting firm performing the Trust's internal audit function and management, the Trust's compliance with Section 404 of the Sarbanes-Oxley Act of 2002 regarding the audit of internal controls over financial reporting.

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        Based on the reviews and discussions referred to above, the audit committee recommended that the Trust's audited consolidated financial statements for the year ended September 30, 20112012 be included in the Trust's Annual Report on Form 10-K for the year ended September 30, 20112012 for filing with the Securities and Exchange Commission.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Highlights

        The following are highlights of our compensation practices; we encourage you to read the more detailed information set forth herein:

•

all of our named executive officers (as defined herein) are employees at will—none of these officers have employment agreements with us;



•

there are no severance or similar arrangements for our named executive officers, other than the accelerated vesting of restricted share awards upon the occurrence of specified events as described herein;herein and the amounts to which they are entitled under qualified defined contribution plans.



•

there are no excise tax gross ups or similar arrangements for our executive officers;



•

the restricted shares awarded to our named executive officers generally vest five years after the grant date on a "cliff-vesting" basis—the shares do not vest incrementally on a quarterly or annual basis;



•

the compensation we pay our named executive officers is generally related (though not formulaically tied to) to our financial performance and to a subjective evaluation of the individual performance of a named executive officer;



•

an amendment to our advisory agreement became effective January 1, 2012, pursuant to which a floor and ceiling was established on the fees paid to our advisor and the advisor will no longer receivereceives any portion of origination fees for loans we originate; and



•

thoughbecause our executive officers and trustees beneficially own in the aggregate approximately 5.3 million shares or 37% of our outstanding shares and during the past nine years, only an aggregate of 7,800 shares have been sold by two insiders, we do not have and do not believe a formal policy requiring a minimum level of ownership of our shares by our executive officers and trustees these insiders beneficially own in the aggregate approximately 5.64 million sharesis necessary or 40.1% of our outstanding shares and during the past eight fiscal years, only an aggregate of 7,800 shares have been sold by two insiders.appropriate.

General

        This compensation discussion and analysis describes our compensation objectives and policies as applied to our chief executive officer, chief financial officer and our three other most highly compensated officers (collectively, the "named executive officers") in fiscal 2011.2012. This discussion and analysis focuses on the information contained in the compensation tables that follow this discussion and analysis. We also describe compensation actions taken historically to the extent it enhances an understanding of our executive compensation disclosure. Generally, our compensation committee oversees our compensation program, recommends the compensation of executive officers employed by us on a full-time basis to our board of trustees for its approval, and our audit committee reviews the appropriateness of the allocation to us under a shared services agreement of the compensation of executive officers who perform services for us on a part time basis. Another element of our compensation program is the fee paid by us to our advisor, REIT Management Corp., pursuant to the advisory agreement, and the related payment by our advisor of compensation to certain of our executive officers.

        Historically, we have used the following compensation structure with respect to the compensation paid by us to our executive officers:

•

executive officers who devote all, or substantially all, their business time to our affairs are compensated directly by us. The named executive officers who fit into this category are

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Jeffrey A. Gould, our president and chief executive officer, Mitchell Gould, our executive vice




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president and George Zweier, our vice president and chief financial officer. These named executive officers are primarily involved to varying degrees in activities related to our basic lending business, including loan originations, loan underwriting, due diligence activities, loan portfolioand multi-family property businesses, management loan workout and enforcement,of our real estate assets (including the Newark Joint Venture), and financial reporting;

•

executive officers who devote their time to us on a part-time basis, whose basic annual compensation (base salary, bonus, if any, and perquisites) is allocated to us under a shared services agreement based upon the estimated time each devotes to us and to the other entities which are parties to the shared services agreement. These executive officers perform services to us related primarily to legal, accounting and tax matters, corporate governance, Securities and Exchange Commission and New York Stock Exchange reporting and other regulatory matters, and consult with our executives and employees in areas involving loan originations, multi-family property acquisitions, loan workouts, litigation (including foreclosure actions) and capital raising. David W. Kalish and Mark H. Lundy, senior vice presidents, who also serve as our senior vice president, finance and general counsel, respectively, are the only named executive officers who fit into this category;



•

executive officers who devote their time to us on a part-time basis, who receive compensation from our advisor, but do not receive basic annual compensation from us and whose basic annual compensation is not allocated to us under the shared services agreement. We pay a fee to our advisor for the services it performs for us pursuant to the advisory agreement. None of our named executive officers fit into this category in fiscal 2011.2012. Jeffrey A. Gould, David W. Kalish and Mark H. Lundy, named executive officers, receive compensation from our advisor. The services which the advisor performs for us include, among other services, arranging and negotiating credit lines and mortgage financing for us and our joint ventures,financings, interfacing with our lenders, participating in our loan and multi-family property analysis and approvalsapproval process (which includes its executives serving on our loan committee)and investment committees), providing investment advice, workout and litigation strategy, (including foreclosure actions and borrower bankruptcies), long-term planning and consulting with our executives and employees in many other aspects of our business, as required. Of the named executive officers who receive compensation from the advisor, Jeffrey A. Gould is the only one who receives direct compensation from us. The basic annual compensation of David W. Kalish and Mark H. Lundy, both of whom receive compensation from our advisor, is allocated to us under the shared services agreement.


Say-on-Pay


        In reviewing our compensation philosophy and practices and in approving base salaries for calendar 20122013 and bonuses paid for services rendered in fiscal 2011,2012, the compensation committee was aware of the results of our March 2011 "say-on-pay" vote in which approximately 96% of the shares that voted on such proposal, voted to approve our executive compensation practices, and viewed such results as generally supportive of our compensation philosophy, practices and determinations.


Objectives of our Executive Compensation Program


        TheA principal objective of our compensation program with respect to executivefor full-time officers who devote their full-time to our affairs is to ensure that the total compensation paid to such officersthem is fair competitive and aligns such officers interests with those of our shareholderscompetitive. The compensation committee believes that relying on this principle will permitpermits us to retain and motivate our executivethese officers.

        With respect to senior executive officers whose compensation is allocated to us under the shared services agreement (i.e., part-time officers) it is our objective that each of these executive officers receives compensation which, as allocated to us, is reasonable for the services they perform on our behalf. In addition, the compensation committee must be satisfied behalf, and




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that those executives who devote their time to us on a part-time basis provide us with sufficient time and attention to fully meet our needs and to fully perform their duties on our behalf. The compensation committee believes that that:

•

our part-time executive officers perform valuable services on our behalf, devote sufficient time and attention to our business needs, are not distracted by their




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activities on behalf of affiliated entitiesable to fully meet our needs and performance of activities on behalf of affiliated entities does not adversely affect their ability to perform their duties on our behalf.

        Our compensation committee believes effectively; and



•

that utilizing part-time executive officers pursuant to the shared services agreement and the advisory agreement enables us to benefit from access to, and the services of, a group of senior executives with experience and knowledge in real estate lending and acquisitions, real estate management, finance, banking, legal, accounting and tax matters that an organization our size could not otherwise afford.


Compensation Setting Process


Full-time ExecutiveFull-Time Officers

        To establish compensation for our executive officers for fiscal 2011,2012, the compensation committee reviewed the annual compensation survey prepared for the National Association of Real Estate Investment Trusts (NAREIT) to understand the base salary, bonus, long-term incentives and total compensation paid by other REITs to their executive officers to assist us in providing a fair and competitive compensation package to our full-time executive officers. Although there are many companies engaged in real estate lending, there are few companies which engage in the short-term, bridge lending business in which we engage or have a market capitalization comparable to ours. As a result, the NAREIT compensation survey, although helpful, does not provide information which is directly applicable to us. Accordingly, and since we have only nineeight full-time employees, we determine compensation for our full-time employees, including our executive officers, on a case-by-case basis and our compensation decisions are subjective. We have not to date used specific performance targets though it is anticipated that performance goals will be established in connection with the grant in the future of performance based awards to our senior executives. See "BRT Realty Trust 2012 Incentive Plan (Proposal 2)—Performance Based Awards."

        For our full-time executive officers, other than the president and chief executive officer, the recommendations of our president and chief executive officer plays a significant role in the compensation-setting process, since the president and chief executive officer is aware of each executive officer's duties and responsibilities and is most qualified to assess the level of each officer's performance in carrying out his duties and responsibilities. The president and chief executive officer, prior to making recommendations to the compensation committee concerning each executive officer's compensation, consults with the chairman of our board of trustees and other senior executive officers. During this process, they consider our overall performance for the preceding three fiscal years (and in particular, the preceding fiscal year),year including, without limitation, our revenues, results of operations and results from operations,the management of theour loan portfolio and real estate owned and in recessionary periods, as were experienced in recent years, dealing with resolution of non-performing loans and the acquisition and disposition of properties acquired in foreclosure and workouts.estate. Since executive officers have different responsibilities, no performance criteria is given more weight than any other. In considering base compensation, the president and chief executive officer, chairman of the board and other senior executive officers assessesassess an individual's performance, which assessment is highly subjective. After this process, the president and chief executive officer proposes to the compensation committee with respect to each full-time executive officer, a base salary for the next year, a cash bonus applicable to the preceding fiscal year (which is paid in the following fiscalcalendar year), and the number of shares of restricted stock to be awarded to each individual executive officer. At its annual compensation committee meeting, the compensation committee reviews these recommendations. The compensation committee has discretion to accept, reject or modify the recommendations. The final decision by the compensation committee on compensation matters related to executive officers other than with respect to the president and chief executive officer, is reported to the board of trustees, which, except as may be otherwise appropriate under applicable law, can approve or modify the action of the committee.




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        With respect to our president and chief executive officer, after the compensation committee has reviewed the NAREIT compensation survey for any helpful information, and our overall performance




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for the preceding fiscal year, the chairman of the committee meets with the president and chief executive officer to discuss and review his total compensation, including the compensation he receives from our advisor and from the other parties to the shared services agreement. The compensation committee then determines annual base compensation, and bonus, if any, for the president and chief executive officer and reports its determinations to the board of trustees. The number of shares of restricted stock to be awarded to the president and chief executive officer is considered and determined by the committee annually, at the same time the committee considers and approves all restricted stock awards to be made for that year.

"Part-Time" ExecutivePart-Time Officers

        Our chairman of the board is a principal executive and/or sole owner of each entity which participates with us in the shared services agreement. In such capacity, our chairman, in consultation with our president and chief executive officer and others, determines the annual base compensation of our part-time executive officers to be paid in the aggregate by one or more of the entities which are parties to the shared services agreement. The annual base compensation, bonus, if any, pension contribution, and perquisites of certain of our part-time executive officers is allocated to us and other parties to the shared services agreement, pursuant to the shared services agreement. Our audit committee reviews the allocations made under the shared services agreement to determine that the allocations have been made in accordance with the terms of the shared services agreement.

        The compensation committee is apprised of the compensation paid to our advisor. Since the compensation we pay the advisor is pursuant to an agreement approved by our board of trustees, the compensation committee does not approve such compensation. In addition, our compensation committee is apprised of the compensation paid by our advisor and other affiliates to each of our part-time executive officers.


Components of Executive Compensation


        The principal elements of our compensation program for executive officers in 20112012 were:

•

base salary;salaries;



•

commissions, which is onlyare primarily provided to full-time executive officers and employees primarily involved in loan origination activities;



•

annual cash incentive,bonuses, which isare available only to full-time executive officers and isare provided in the form of a cash bonus;payment;



•

long-term equity based compensation in the form of restricted stock; and



•

special benefits and perquisites.

        In determining 20112012 compensation, the compensation committee did not have a specific allocation goal between cash and equity-based compensation.

Base Salary

        Full-Time Executive Officers

        Base salary is the basic, least variable form of compensation for the job an executive officer performs and provides each full-time executive officer with a guaranteed annual income. Base salaries of executive officers compensated by us directly are generally targeted to be competitive with the salaries paid to executives performing substantially similar functions at other REITs with a market




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capitalization similar to ours. Any increase in base salary is determined on a case by case basis, is not based upon a structured formula and is based upon, among other considerations (i) our performance in




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the preceding fiscal year (e.g., revenues, net income, or loss, cash distributions, if any, paid to shareholders and share price performance), (ii) such executive's current base salary, (iii) amounts paid by peer groupsimilarly situated companies for executive'sexecutives performing substantially similar functions, (iv) years of service, (v) current job responsibilities, (vi) the individual's performance, and (vii) the recommendation of the president and chief executive officer and other senior executive officers.

        Part-Time Executive Officers

        In setting the annual base salary for these officers, the chairman of the board considers primarily the executive's responsibilities to all parties to the shared services agreement, the executive's performance, years of service, current annual base salary and the performance of the companies which participate in the shared services agreement. The annual base salary is allocated to the entities which are parties to the shared services agreement, including us, based on the estimated time devoted to each of the entities.

Commissions

        We provide the opportunity for full-time executive officers involved primarily in loan origination activities to earn a commission on each loan we originate. The commission is provided to motivateincentivize our executives engaged in loan origination group.activities. The commission, which is currently an aggregate of 12-basis points of the loans originated, is divided among our full-time executive officers and employees engaged primarily in loan originationthose activities. Fifty percent of the commission is paid at the time the loan is originated and the balance is paid at loan payoff. Mitchell Gould is our only named executive officer who engages primarily in loan origination activities.

Bonus

        We provide the opportunity for our full-time executive officers and other full-time employees to earn an annual cash bonus. We provide this opportunity both to reward our officers and employees for past performance and to motivate and retain talented people. We recognize that annual bonuses are almost universally provided by other companies with which we might compete for talent. Annual cash bonuses for our executive officers (including the three named executive officers who devote substantially all of their business time to our affairs) are determined on a case-by-case basis and are determined subjectively. In determining annual cash bonuses, consideration is given to both an executive's performance and to our overall performance in the applicable fiscal year. Once our compensation committee has approved the annual bonus to be paid to each executive officer, the compensation committee presents its recommendations to the board of trustees for their approval. Based on our present structure and the small number of full-time executive officers, our compensation committee has not established formulas or performance goals to determine cash bonuses for our executive officers.

Long-termLong-Term Equity Awards

        We provide the opportunity for our executive officers to receive long-term equity incentive awards. Our long-term equity incentive compensation program is designed to recognize responsibilities, reward performance, motivate future performance, align the interests of our executive officers with our shareholders' and retain our executive officers. The compensation committee reviews annually management's recommendations for long-term equity awards for all our officers, trustees and employees and makes recommendations to our board of trustees for the grant of equity awards. In determining the long-term equity compensation component, the compensation committee considers the




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factors it considers relevant, including our performance and individual performance. Existing ownership levels are not a factor in award determinations.




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        We do not have a formal policy with respect to whether equity compensation should be paid in the form of stock options or restricted stock. For approximately the past eight years, we have awarded only restricted stock. The compensation committee believes restricted stock awards are more effective in achieving our compensation objectives, as restricted stock has a greater retention value. In addition, because fewer shares are normally awarded, it is potentially less dilutive. Executive officers realize value upon the vesting of the restricted stock, with the value potentially increasing if our stock performance increases.

        All the outstanding restricted stock awards provide for a five-year "cliff" vesting. The compensation committee believes that restricted stock awards with five-year "cliff" vesting provide a strong retention incentive for executives, and aligns the interests of our executive officers with our shareholders. We view our capital stock as a valuable asset that should be awarded judiciously. For that reason, it has been our policy that the aggregate restricted stock awards granted each year to our executive officers, employees, trustees and consultants should not exceed approximately 1% of our issued and outstanding common shares. See BRT Realty Trust 2012 Incentive Plan (Proposal 2)—Performance Based Awards" for information about the performance based awards we may grant.

        We do not have a formal policy on timing equity compensation grants in connection with the release of material non-public information. Generally, equity awards are granted in January of each year. In January 2012,2013, we awarded 136,650138,525 shares of restricted stock (including an aggregate of 21,70026,000 shares awarded to non-management trustees and an aggregate of 41,00054,125 shares to our named executive officers). The aggregate restricted stock authorized for awards by us on such date represents approximately 0.98%0.99% of our issued and outstanding shares.

Executive Benefits and Perquisites

        We provide our executive officers and our employees with a competitive benefits and perquisites program. We review our executive benefits and perquisites program periodically to ensure it remains reasonable and supportable to our shareholders. For 2011,2012, the executive benefits and perquisites we provided to executive officers accounted for a small percentage of the compensation provided by, or allocated to, us for our executive officers. The executive benefits and perquisites we provided to certain of our full-time executive officers, in addition to the benefits and perquisites we provided to all our full-time employees, consisted of automobile allowances (including payments for automobile maintenance and repairs), the payment of certain educational expenses and the payment of premiums for additional disability insurance and/or long-term care insurance. The cost of the executive benefits and perquisites provided to our part-time executive officers, which benefits are similar to those provided to our full-time executive officers, was allocated among us and other entities pursuant to the shared services agreement.

Employment and Severance Agreements; Post-Employment Benefits; Change of Control

        None of our named executive officers or employees has employment or severance agreements with us. They are "at will" employees who serve at the pleasure of our board of trustees and management, respectively.trustees.

        We do not provide for any post-employment benefits to our named executive officers or employees other than their right to the vested portion of the defined contribution plan in which they participate and accelerated vesting of our restricted stock awards.

        Generally, in the event of death, disability (i.e., the inability to engage in gainful activity due to a life threatening or long lasting mental or physical impairment), retirement (having reached the age of 65 and worked for us for at least ten consecutive years) or a change of control (as described below), such person's shares of restricted stock vest fully. Subject to the specific terms and conditions of the applicable plan and award agreement, a change of control is generally deemed to occur if (i) any person, with specified exceptions, becomes the "beneficial owner" of securities representing 20% or more of the combined voting power of our then outstanding securities, (ii) the completion of a business combination or sale of all or substantially all of our assets or (iii) there is a change in the composition of a majority of our board of trustees, other than changes approved by incumbent trustees.




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        We provide for accelerated vesting upon a change in control (on a single trigger basis) because, depending on the structure of the transaction, continuing such awards may unnecessarily complicate a potentially beneficial transaction. Among other things, it may not be possible to replace these awards with comparable awards of the acquiring company's stock and it would not be fair to our executives to lose the benefit of these awards. In addition, the acceleration of vesting aligns the interests of executives in a potential change in control transaction with those of our shareholders, by motivating them to work towards the completion of the transaction.


Chairman of the Board's Compensation


        Effective as of January 1, 2012, we began paying a chairman's fee of $200,000 per annum, payable in quarterly installments. Our chairman does not receive any additional direct compensation from us, other than any long-term equity awards granted to him by our board of trustees based upon our compensation committee's recommendation. Our chairman may also receive compensation from Majestic and its affiliates. For additional information regarding payments to our chairman, see "Certain Relationships and Related Transactions."


Deductibility of Executive Compensation


        Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a limitation on the deductibility of certain compensation in excess of $1 million earned by each of the chief executive officer and the four other most highly compensated officers of publicly held companies. In 2011,2012, all compensation paid to our full-time executives is deductible by us. The compensation committee generally intends to preserve the deductibility of compensation payments and benefits to the extent reasonably practicable but has not adopted a formal policy that requires all such compensation to be fully deductible.


Analysis


Base Salary and Bonus

        Full-Time Executive Officers

        In accordance with the compensation setting process described above, base salary and cash bonuses for 20112012 were approved as follows for the named executive officers compensated directly by us:

		2011 Base Salary ($)			2010 Base Salary($)			2011 Bonus ($)(1)			2010 Bonus ($)(2)			Percentage Increase of Salary and Bonus Combined				2012 Base Salary ($)			2011 Base Salary($)			2012 Bonus ($)(1)			2011 Bonus ($)(2)			Percentage Increase of Salary and Bonus Combined
Jeffrey A. Gould			458,416			437,835			30,000			17,000			7.4				471,718			458,416			35,000			30,000			3.7
President and Chief Executive Officer
Mitchell Gould			339,353	(3)		258,046	(3)		27,500			13,000			35.3				362,629	(3)		339,353	(3)		40,000			27,500			9.8
Executive Vice President
George Zweier			201,585			192,545			16,500			14,000			5.6				212,765			201,585			27,500			16,500			10.2
Vice President and Chief Financial Officer

---

(1)

Represents the bonus applicable to 2012 which was paid in calendar 2013.



(2)

Represents the bonus applicable to 2011 which was paid in calendar 2012.



(2)

Represents the bonus applicable to 2010 which was paid in 2011.



(3)

Includes commissions of $69,818 in 2011 and $11,612 in 2010 earned on loan originations.originations of $66,475 in 2012 and $69,818 in 2011.




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        In setting Jeffrey A. Gould's base salary for fiscal 2011,2012, the compensation committee took into account our improving financial performancereturn to, and the scope of, our profitability in fiscal 20102011, and that such base salary was only approximately 5% more than his base salary for fiscal 2007.2012 represented an 8.5% increase from his 2007 base salary. For his 20112012 bonus, the compensation committee considered both his resolutionour continued profitability, the success of the problems which we encounteredNewark Joint Venture in obtaining funds for the construction of five buildings at the Teachers Village site and our entry into the multi-family property ownership business through our investment in joint ventures that acquired five such properties. The increases in 2012 base salary for Messrs. M. Gould and Zweier are attributable to our return to and the scope of our profitability in 2011 as a result of the credit and real estate crisis and his activities in returning us to profitability. The increase inwell as their individual performance. Mitchell Gould's base salary is primarily attributable to the 501% increase in commissions from fiscal 2010, which in turn increased due to significantly greater loan origination activity in fiscal 2011. His 20112012 bonus was based both on his performance (including the approximately $9.5 million of net income attributable to common shareholders related to our loan and investment activities for which he has significant responsibility) and our return tocontinued profitability. George Zweier's base salary and bonus for fiscal 2011 were increased in recognition of2012 was based on his individual performance (including his efforts with respect to financial and accounting matters relating to our multi-family property acquisitions) and our improved financial performance.




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        The base salary and bonus of Jeffrey A. Gould, our president and chief executive officer, in 2011 is 33% more than the compensation2012 was equal to 1.3x of Mitchell Gould, our executive vice president,Gould's compensation and 124% more than the compensation2.2x of George Zweier, our chief financial officer.Zweier's compensation. We have not adopted a policy with regard to the relationship of compensation among named executive officers or other employees. The compensation committee was aware of the differential in compensation among these executive officers and concluded that the differential was appropriate because, among other things, both Mitchell Gould and George Zweier have responsibilities primarily related to a specific activity, whereas Jeffrey A. Gould's responsibilities cover all our business activities including, among other things, loan originations and underwriting, negotiating joint venture agreements, loan enforcement, property sales, capital raising and investor relations.

        Our compensation committee engaged FPL Associates L.P., a compensation consulting firm with extensive experience in advising REITs with respect to executive compensation matters, to assist the committee in developing a long-term performance based award program for our senior executives. In connection therewith, FPL prepared a report that reflected, among other things, the compensation paid for 2011 to our full-time executive officers in comparison to a full-time peer group (as described below). Though the report was issued after base salaries for 2012 had been determined, such report reflected that:

•

with respect to Jeffrey A. Gould, our chief executive officer, (a) the compensation we paid him ranked below the 25^th percentile of the compensation paid to chief executive officers of the full-time peer group and (b) total compensation paid to him (including compensation paid by our affiliates) ranked between the 25^th percentile and the median of the total compensation paid to chief executive officers of the full-time peer group; and



•

with respect to Messrs. M. Gould and Zweier, the total compensation paid to them was below the 25^th percentile of the total compensation paid to the executive officers performing similar functions at the full-time peer group.

        Part-Time Executive Officers

        Mark H. Lundy serves as our senior vice president and general counsel. He is responsible for legal matters relating to loan origination and lending documentation, foreclosure activities, bankruptcy claims and issues, credit line documentation and other agreements entered into by us. In addition, he reviews, as necessary, our filings under the Securities Exchange Act of 1934, as amended, and our public disclosures. David W. Kalish serves as our senior vice president, finance. He has overall responsibility for implementation and enforcement of our internal controls, performs oversight and guidance in connection with our annual audit and our quarterly reports, performs oversight and guidance related to tax matters, is involved in banking relationships, chairs our disclosure controls and procedures committee and participates in the preparation and review of our disclosures under the Securities




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Exchange Act of 1934, as amended, and press releases. The compensation committee determined that based on the value of such person's services on our behalf, the compensation of Messrs. Lundy and Kalish, which is allocated to us, was reasonable.

        The FPL report also compared the compensation paid for 2011 to our part-time named executive officers to a shared peer group. Though the report was issued after base salaries for 2012 had been determined, such report reflected that:

•

the compensation paid to Messrs. Kalish and Lundy and allocated to us pursuant to the shared services agreement is below the 25^th percentile of the compensation paid to executive officers performing similar functions at the shared peer group; and



•

the total compensation (including compensation paid by our affiliates) paid (a) Mr. Lundy ranked higher than the 75^th percentile and (b) Mr. Kalish ranked between the median and the 75^th percentile, of the total compensation paid to executive officers performing similar functions at the shared peer group.

Peer Groups

        The components of the full-time peer groups are as follows:

Arbor Realty Trust, Inc.		MFA Financial, Inc.		PMC Commerical Trust
Capital Trust, Inc.		New York Mortgage Trust, Inc.		RAIT Financial Trust
Dynex Capital, Inc.		NorthStar Realty Finance Corp.		Redwood Trust, Inc.
iStar Financial Inc.

        The full-time peer group is applicable to the executives who devote substantially all of their business time to us. The report notes that the companies within this group may include public REIT's focused on the debt side of the business, debt companies with similar loan size and emphasis on senior lending, commercial banks, private debt/investment companies and/or debt/investment companies located in New York, Though FPL recognized that some of these specific peer group companies were not a perfect match to us because of our unique position among our peers (i.e., smaller size, focus on short-term senior debt only and recent equity investment in multi-family joint ventures), it nonetheless believed that the selected peers were appropriate for benchmarking purposes.

        The components of the shared peer group are as follows:

Arbor Realty Trust, Inc.		Getty Realty Corp.		NorthStar Realty Finance Corp.
Capital Trust, Inc.		iStar Financial Inc.		RAIT Financial Trust
CapLease, Inc.		Lexington Realty Trust		Urstadt Biddle Properties Inc.
Cousins Properties Incorporated		New York Mortgage Trust, Inc.		W.P. Carey & Co. LLC

        The shared peer group is used for executives who dedicate a portion of their business time to our affairs and who also dedicate time to affiliated companies. The FPL report noted that companies in this peer group may exhibit similar characteristics to the full-time peer group companies or may be public entity REITs active in the net lease, public real estate companies comparable in size to us or One Liberty Properties and/or public real estate companies located in the New York area.

Long-termLong-Term Equity Awards

        We believe that our long-term equity compensation program, using restricted stock awards with five-year cliff vesting provides motivation for our executives and employees and is a beneficial retention tool. We are mindful of the potential dilution and compensation cost associated with awarding shares of restricted stock. Our policy remains to limit dilution and compensation costs. In January 20122013 and 20112012 we issued 136,650138,525 and 138,150136,650 restricted share awards, respectively, representing approximately 0.98% 0.99%




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and 0.99%0.98% of our outstanding shares, respectively. In the past five years, we have awarded an average of 117,966132,985 shares each year, representing an average of 0.91%0.98% per annum of our outstanding shares.

New Long-Term Performance-Based Incentive Program

        Our compensation committee retained FPL Associates to assist with implementing a new performance-based long-term incentive program. Although the new program has commenced the process for establishingnot yet been finalized, it is currently contemplated that it will contain a seven-year performance goals for the grantperiod, with one or more interim measurement periods though seven years of performance basedwill be required to earn the full awards that will be provided under the program. The performance measures will consist of an FFO-based metric, total shareholder return and metrics relating to senior executives, including our president and chief executive officer.the achievement of strategic objectives. We anticipatecontemplate that performance based awards will be granted in 2012, at the discretion of our compensation committee. Vesting of performance based awards will be contingent on the attainment, prior to the end of a performance cycle, of the performance goal(s) that our compensation committee establishes. The minimum period with respect to which performance goals are to be measured is one year, but our compensation committee intends to establish a minimum performance cycle of ranging from three to seven years.2013. The maximum number of shares with respect to which any participant may be granted performance based awards in any calendar year is 60,000 shares.

Advisor Fees

        We and our advisor, REIT Management Corp., are parties to an amended and restated advisory agreement dated as of January 1, 2007, (the "Priorwhich we refer to as the Prior Advisory Agreement")Agreement, pursuant to which our advisor performs the services described under "Executive Compensation—Compensation Discussion and Analysis—General" and for which we paid the advisor, through December 31, 2011, an annual fee of 0.6% of our invested assets and our borrowers paid our advisor a fee, upon funding a loan




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commitment, of 0.5% of the total commitment amount. Our advisor in turn compensated our executive officers. See "Certain Relationships and Related Transactions." Fredric H. Gould, chairman of our board, is the sole shareholder of our advisor. The Prior Advisory Agreement, which was to terminate on December 31, 2010, was extended from time-to-time until December 31, 2011.

        In fiscal 2011, our Special Committee comprised solely of independent trustees, was formed to review our management structure and the Prior Advisory Agreement. This committee which met eleven times in fiscal 2011, selected and retained independent counsel and The Delves Group, an independent compensation consultant that had not previously performed services on our or any of our affiliates behalf. The Delves Group reviewed and analyzed our management's analysis of three different management structures including the current structure. The Delves Group concluded that the assumptions and methodologies used by management in its analysis were sound and justified and that the fees paid pursuant to the Prior Advisory Agreement for fiscal 2007 through 2010 were within the range of competitive practices presented in its report.

        The Special Committee concluded that based upon the report of The Delves Group and such committee's analysis of our business and personnel, our management structure was preferable to other available structures, and that it would be in our shareholders' best interest to negotiate amendments to the Prior Advisory Agreement to, among other things, cap the fees payable to our advisor, decrease compensation payable for non-performing loans and allow, in the short-term, for a further review of the impact on us of changes to the Prior Advisory Agreement. In furtherance thereof, the Special Committee negotiated amendments, which became effective January 1, 2012 to the Prior Advisory Agreement (as so amended by such amendments, the "New Advisory Agreement"). Pursuant to the New Advisory Agreement, (i) the stated termination date of such agreement was extended until June 30, 2014, (ii) the minimum and maximum fees payable in a fiscal year to our advisor were set at $750,000 and $4 million, respectively, subject to adjustment for any fiscal year of less than twelve months, and (iii) we are to pay our advisor the following annual fees, which are to be paid on a quarterly basis:

•

1.0% of the average principal amount of earning loans;



•

0.35% of the average amount of the fair market value of non-earning loans;




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•

0.45% of the average book value of all real estate properties, excluding depreciation ("BVRE");



•

0. 25% of the average amount of the fair market value of marketable securities;



•

0.15% of the average amount of cash and cash equivalents;

        The New Advisory Agreement reflectreflects that in certain cases, we may own real estate assets or hold loans with another person or entity (a "co-venturer") pursuant to a joint venture, participation or other form of joint ownership arrangement. Accordingly, withWith respect to real estate assets held by us and a co-venturer, the New Advisory Agreement provides for the payment of the following fees:

•

for real estate assets that we manage: (0.45% × our percentage interest in the venture × BVRE) + (0.4% × investor's percentage interest in the venture × BVRE); and



•

for real estate assets we do not manage: (0.45% × our percentage interest in the venture × BVRE).

        With respect to loans held by us and a co-venturer, the New Advisory Agreement provides for the payment of the following fees:

•

for earning loans held by a venture we manage: (1.0% × our percentage interest in the venture × the average amount of the loan) + (0.4% × our co-venturer's percentage interest in the venture × the average amount of such loan);






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•

for non-earning loans held by a venture we manage: (0.35 × the average amount of such loan × our percentage interest in the venture) + (0.35% × our co-venturer's percentage interest in the venture × the average amount of such loan);



•

for earning loans held by ventures we do not manage: (1.0 × our percentage interest in the venture × the average amount of such loans); and



•

for non-earning loans held by ventures we do not manage: (0.35% × our percentage interest in the venture × the average amount of such loans).

        Since the fee paid by us to the advisor under the advisory agreement is based on an agreement which was approved by our board of trustees, the compensation committee does not review the fee nor the determinations made by Fredric H. Gould as to the payment of compensation by the advisor to any of our senior executive officers.

        Three of our named executive officers (Jeffrey A. Gould, David W. Kalish and Mark H. Lundy) receive compensation from our advisor. The compensation committee is advised of such payments. The compensation committee has determined that if the compensation paid by us to our executive officers is reasonable, then the amounts paid to them by the advisor should not be considered as a factor in the determination of compensation relating to such executive's performance for us as long as these persons are satisfactorily performing their duties on our behalf. The compensation committee has determined that all persons who receive compensation from us and also from our advisor satisfactorily performed their duties on our behalf.

Stock Ownership Policy

        We do not have any policy regarding ownership requirements for officers or trustees. In view of the fact that our executive officers and trustees beneficially own in the aggregate more than 40%37% of our common shares and that only two of such insiders sold an aggregate of 7,800 shares during the past eight fiscalnine years, we do not have nor do we believe there is a need to adopt a policy regarding ownership of our shares by executive officers and trustees since their 40%aggregate 37% ownership interest aligns their interest with the interests of our shareholders.




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Perquisites

        The perquisites we provide to our executive officers, which are in addition to the benefits we provide to all our employees, account for a small percentage of the compensation paid by us to or allocated to us for our executive officers. We believe that such perquisites are competitive and appropriate.

Post-Employment Benefits Program

        The following table sets forth the value (based on the closing price of our stock on September 30, 20112012 of $6.22$6.50 per share) and the number of shares subject to of restricted stock awards held by our named executive officers that would vest upon death, disability or a change in control as of September 30, 2011:2012:

Name		Number of Shares of Unvested Restricted Stock Held as of September 30, 2011			Value of Outstanding Shares of Unvested Restricted Stock at September 30, 2011 ($)				Number of Shares of Unvested Restricted Stock Held as of September 30, 2012			Value of Outstanding Shares of Unvested Restricted Stock at September 30, 2012 ($)
Jeffrey A. Gould			32,550			202,461				38,875			252,688
George Zweier			16,100			100,142				19,100			124,150
Mitchell Gould			31,750			197,485				38,375			249,438
David W. Kalish			32,500			202,461				38,875			252,688
Mark H. Lundy			32,500			202,461				38,875			252,688




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Summary Compensation Table


        The following summary compensation table discloses the compensation paid and accrued for services rendered in all capacities to us during the fiscal years indicated for our named executive officers:

Name and Principal Position		Year			Salary ($)(1)(2)			Bonus ($)(1)(3)			Stock Awards ($)(4)			All Other Compensation ($)(5)			Total ($)				Year			Salary ($)(1)(2)			Bonus ($)(1)(3)			Stock Awards ($)(4)			All Other Compensation ($)(5)			Total ($)
Jeffrey A. Gould			2011			458,416			30,000			70,298			326,430	(6)		885,144				2012			471,718			35,000			58,400			219,280	(6)		784,398
President and Chief Executive Officer			2010			437,835			17,000			35,520			224,762			715,117				2011			458,416			30,000			70,298			326,430			885,144
			2009			441,633			13,200			32,400			207,471			694,704				2010			437,835			17,000			35,520			224,762			715,117
George Zweier,			2011			201,585			16,500			30,282			38,682	(7)		287,049				2012			212,765			27,500			28,800			41,266	(7)		310,331
Vice President and Chief Financial			2010			192,545			14,000			18,648			39,909			265,102				2011			201,585			16,500			30,282			38,682			287,049
Officer			2009			186,404			11,300			17,010			50,708			265,422				2010			192,545			14,000			18,648			39,909			265,102
Mitchell Gould			2011			339,353			27,500			70,298			47,292	(8)		484,443				2012			362,629			40,000			58,400			46,502	(8)		507,531
Executive Vice President			2010			258,046			13,000			35,520			46,574			353,140				2011			339,353			27,500			70,298			47,292			484,443
			2009			236,886			12,000			32,400			66,578			347,864				2010			258,046			13,000			35,520			46,574			353,140
David W. Kalish,			2011			153,303			—			70,298			170,479	(9)		394,080				2012			160,094			—			58,400			117,496	(9)		335,990
Senior Vice President, Finance			2010			148,012			—			35,520			77,655			261,187				2011			153,303			—			70,298			170,479			394,080
			2009			176,695			—			32,400			117,456			326,551				2010			148,012			—			35,520			77,655			261,187
Mark H. Lundy,			2011			199,088			—			70,298			239,275	(10)		508,661				2012			196,389			—			58,400			170,734	(10)		425,523
Senior Vice President			2010			163,141			—			35,520			107,701			306,362				2011			199,088			—			70,298			239,275			508,661
			2009			180,810			—			32,400			148,915			362,125				2010			163,141			—			35,520			107,701			306,362

---

(1)

The salary and bonus for each of Jeffrey A. Gould, George Zweier and Mitchell Gould was paid directly by us. The salary of Mitchell Gould includes commissions of $66,475, $69,818 and $11,612 in 2012, 2011 and $5,655 in 2011, 2010, and 2009, respectively, based on loan originations. David W. Kalish and Mark H. Lundy do not receive salary or bonus directly from us. They receive an annual salary and bonus




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from Gould Investors L.P. and related companies and their respective salaries and bonuses, if any, are allocated to us pursuant to the shared services agreement. The salaries of David W. Kalish and Mark H. Lundy that are allocated to us are set forth in the above Summary Compensation Table. See "Certain Relationships and Related Transactions" for a discussion of additional compensation paid to Jeffrey A. Gould, David W. Kalish and Mark H. Lundy by entities owned by Fredric H. Gould, the chairman of our board.



(2)

The annual base salaries in calendar 20122013 for each of Jeffrey A. Gould, Mitchell Gould and George Zweier are $490,000, $330,000 and Mitchell Gould are $475,000, $215,650 and $302,500,$231,650, respectively.



(3)

The table sets forth the year in which the bonus was earned, not the year it was paid. The bonus for 2012, 2011 2010 and 20092010 reflects our performance and the performance of our named executive officers for such years and was paid in 2013, 2012 2011 and 2010,2011, respectively.



(4)

Represents the aggregate grant date fair value computed in accordance with FASB ASC 718. Excludes 9,12513,725 restricted shares awarded to each of the named executive officers (other thanMessrs. J. Gould and Lundy, 10,550 restricted shares awarded to Mr. Kalish, 10,125 restricted shares awarded to Mr. M. Gould and 6,000 restricted shares awarded to George Zweier who was awarded 4,500 shares) in January 2012.2013.



(5)

We maintain a tax qualified defined contribution plan for all of our officers and employees, and entities which are parties with us to a shared services agreement (including Gould Investors L.P.)Investors) maintain substantially similar defined contribution plans for their officers and employees. We make an annual contribution to the plan for each officer and employee whose base salary is paid directly by us (and entities which are parties to the shared services agreement make annual contributions




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to its plan for each of its officers and employees) equal to 15% of such person's annual earnings, not to exceed $36,750$37,313 for any person in each2012. The estimated amount payable as of fiscal 2011, 2010September 30, 2012 to Messrs. J. Gould, Zweier and 2009.

M. Gould pursuant to this plan upon the termination of their employment was $1,356,000, $417,000 and $521,000, respectively. The method of payment upon termination of employment is determined solely by the participant who may elect a lump sum payment, the purchase of an annuity or a rollover into an individual retirement account.



(6)

Includes $276,088$162,662 paid to him by REIT Management, Corp., our contribution of $36,750$37,313 paid for his benefit to our defined contribution plan and perquisites totaling $13,592,$19,305, of which $6,828$9,556 represents an automobile allowance, $4,337$3,252 represents a premium paid for additional disability insurance and $2,427$6,497 represents a premium paid for long-term care insurance.



(7)

Includes our contribution of $33,282$35,866 paid for his benefit to our defined contribution plan and a $5,400 automobile allowance.



(8)

Includes our contribution of $36,750$37,313 paid for his benefit to our defined contribution plan and a $10,542$5,400 automobile allowance.



(9)

Includes $154,525$102,828 paid to him by REIT Management, Corp., our contribution of $12,006$11,868 paid for his benefit to the Gould Investors L.P. defined contribution plan, and perquisites of $3,948.$2,800. The amounts reflected as contributions to the defined contribution plan and as perquisites are allocated to us pursuant to the shared services agreement.



(10)

Includes $204,775$138,594 paid to him by REIT Management, Corp, contributions of $16,008$15,066 paid for his benefit to the Gould Investors L.P. defined contribution plan, and perquisites of $18,492,$17,074, of which $1,102, $704, $9,877$1,103, $709, $9,450 and $6,809$5,813 represents amounts incurred by Gould Investors L.P. for additional disability insurance, long-term care insurance, an education benefit and an automobile allowance, respectively. The amounts reflected as contributions to the defined contribution plan and as perquisites are allocated to us pursuant to the shared services agreement.




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Grant of Plan-Based Awards


        The following table discloses the grants of plan-based awards during fiscal 20112012 to our named executive officers:

Name		Grant Date			All Other Stock Awards: Number of Shares of Stocks or Units (#)(1)			Grant Date Fair Value of Stock Awards ($)				Grant Date			All Other Stock Awards: Number of Shares of Stocks or Units (#)(1)			Grant Date Fair Value of Stock Awards ($)
Jeffrey A. Gould			1/15/11			9,750			70,298				1/16/12			9,125			58,400
George Zweier			1/15/11			4,200			30,282				1/16/12			4,500			28,800
Mitchell Gould			1/15/11			9,750			70,298				1/16/12			9,125			58,400
David W. Kalish			1/15/11			9,750			70,298				1/16/12			9,125			58,400
Mark H. Lundy			1/15/11			9,750			70,298				1/16/12			9,125			58,400

---

(1)

Represents the grant in 20112012 of restricted shares which generally vest in 2016.2017.




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Outstanding Equity Awards at Fiscal Year-End


        The following table discloses the outstanding equity awards at September 30, 20112012 for our named executive officers:

		Option Awards												Stock Awards							Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)			Option Expiration Date			Number of Shares or Units of Stock that Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)				Number of Shares or Units of Stock that Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)
Jeffrey A. Gould(1)			—			—			—			—			32,550	(1)		202,461				38,875			252,688
George Zweier(2)			5,000	(4)		—			8.63	(4)		12/9/11			16,100	(2)		100,142				19,100			124,150
Mitchell Gould(1)			—			—			—			—			31,750	(3)		197,485				38,375			249,438
David W. Kalish(1)			—			—			—			—			32,550	(1)		202,461				38,875			252,688
Mark H. Lundy(1)			—			—			—			—			32,550	(1)		202,461				38,875			252,688

---

(1)

On January 31, 2007, January 31, 2008, February 2, 2009, January 29, 2010, and January 15, 2011 and January 16, 2012, we awarded 2,800, 4,000, 8,000, 8,000, 9,750 and 9,7509,125 restricted shares, respectively. Each share vests five years after the grant date.



(2)

On January 31, 2007, January 31, 2008, February 2, 2009, January 29, 2010, and January 15, 2011 and January 16, 2012, we awarded 1,500, 2,000, 4,200, 4,200, 4,200 and 4,2004,500 restricted shares, respectively. Each share vests five years after the grant date.



(3)

On January 31, 2007, January 31, 2008, February 2, 2009, January 29, 2010 and January 15, 2011, we awarded 2,500, 3,500, 8,000, 8,000 and 9,750 restricted shares, respectively. Each share vests five years after the grant date.



(4)

As of October 30, 2009, the option exercise prices were reduced from $10.45 to $8.63. The reduction, made pursuant to the anti-dilution provisions of the applicable stock option plan, is due to the issuance of our common shares on October 30, 2009 in connection with our payment of a special dividend. These options expired unexercised.


Option Exercises and Stock Vested


        The following table discloses options exercised and stock vested during fiscal 20112012 for our named executive officers.officers:

		Option Awards						Stock Awards							Stock Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized On Exercise ($)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)				Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
Jeffrey A. Gould			—			—			2,800			19,488				2,800			18,368
George Zweier			—			—			1,000			6,960				1,500			9,840
Mitchell Gould			—			—			2,500			17,400				2,500			16,400
David W. Kalish			—			—			2,800			19,488				2,800			18,368
Mark H. Lundy			—			—			2,800			19,488				2,800			18,368




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COMPENSATION COMMITTEE REPORT


        We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussions with management, we recommended to the Board of Trustees that the Compensation Discussion and Analysis be included in this proxy statement.

		The Compensation Committee
		Jeffrey Rubin (Chairman) Alan Ginsburg Jonathan H. Simon




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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Introduction


        Fredric H. Gould, chairman of our board of trustees, is chairman of the board of directors of One Liberty Properties, Inc., a real estate investment trust listed on the New York Stock Exchange that is engaged in the ownership of a diversified portfolio of income-producing real properties that are net leased to tenants, generally under long-term leases. He is also chairman of the board of directors and sole stockholder of the managing general partner of Gould Investors, L.P., a limited partnership that owns and operates a diversified portfolio of real estate and invests in other companies active in the real estate and finance industries, and the sole member of a limited liability company which is the other general partner of Gould Investors L.P.Investors. Gould Investors L.P. owns approximately 19.7%19.6% of our outstanding common shares. In addition, Mr. Gould is an officer and sole shareholder of REIT Management, Corp., our advisor.

        Jeffrey A. Gould, a trustee and our president and chief executive officer, is a senior vice president and a director of One Liberty Properties Inc. and a vice president of the managing general partner of Gould Investors L.P.Investors. Matthew J. Gould, a trustee and one of our senior vice presidents, is the Vice Chairman of the Board of Directors of One Liberty Properties, Inc., and president of the managing general partner of Gould Investors L.P.Investors. He is also an executive officer of REIT Management Corp. and of Majestic Property Management Corp. In addition, David W. Kalish, Simeon Brinberg, Mark H. Lundy and Israel Rosenzweig, each of whom is an executive officer of our company, are executive officers of One Liberty Properties, Inc. and of the corporate managing general partner of Gould Investors L.P.Investors. Messrs. Kalish and Lundy are also officers of Majestic Property Management Corp.Management.


Related Party Transactions


        We and certain related entities, including Gould Investors, L.P., One Liberty Properties, Inc., Majestic Property Management Corp. and REIT Management, Corp., occupy common office space and share certain services and personnel in common. In fiscal 2011,2012, we reimbursed Gould Investors L.P. $847,000$705,000 for common general and administrative expenses, including rent, telecommunication services, computer services, bookkeeping, secretarial and other clerical services and legal and accounting services. The reimbursement amount includes $87,000$10,000 contributed to the annual rent of $473,000$324,000 paid by Gould Investors, L.P., One Liberty Properties, Inc. and related entities to a subsidiary of Gould Investors L.P. which owns the building in which the offices of these entities are located, and an aggregate of $542,305$549,000 allocated to us for services performed by certain executive officers who are engaged by us on a part-time basis, including the amounts allocated for the salary and benefits of David W. Kalish and Mark H. Lundy as set forth in the "Summary Compensation Table" and $122,556$124,234 allocated for the salary of Simeon Brinberg. The allocation of general and administrative expenses is computed in accordance with a shared services agreement, and is based on the estimated time devoted by executive, administrative and clerical personnel to the affairs of each participating entity to the shared services agreement. The services of secretarial personnel generally is allocated on the same basis as that of the executive to whom each secretary is assigned. The amount of general and administrative expenses allocated to us represents approximately 25.7%26% of the total expenses allocated to all entities which are parties to the shared services agreement. We also lease under a direct lease with a subsidiary of Gould Investors L.P. approximately 1,8004,300 square feet of office space at an annual rental of $61,000,$143,374 (plus real estate tax increases) which is a competitive rent for comparable office space in the area in which the building is located.

        PursuantIn 2012, pursuant to the Prior Advisory Agreement between us and REIT Management, Corp., a company wholly-owned by Fredric H. Gould, we paid in fiscal 2011, fees to REIT Management of $916,000$1,104,000 and our borrowers paid fees to REIT Management of $750,000.$145,000. See "Executive Compensation—Compensation Disclosure and Analysis-AdvisorAnalysis—Advisor Fees." Fredric H. Gould and Matthew J. Gould are executive officers of REIT Management Corp. The total compensation they each received from REIT




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of REIT Management. The total compensation they each received from REIT Management Corp. in fiscal 20112012 is $151,428$110,813 and $321,088,$203,475, respectively. The compensation received in fiscal 20112012 by Jeffrey A. Gould, David W. Kalish and Mark H. Lundy from REIT Management Corp. is set forth in the Summary Compensation Table and the notes thereto. Simeon Brinberg and Israel Rosenzweig, also executive officers of ours, received compensation from REIT Management in fiscal 20112012 of $27,750$16,193 and $103,325,$57,841, respectively.

        Majestic Property Management, Corp., which is wholly-owned by Fredric H. Gould, provides real property management services and construction supervisory fees, real estate brokerage, mortgage brokerage and construction supervision services for affiliated entities, as well as companies that are non-affiliated entities. In fiscal 2011,2012, we paid Majestic Property Management Corp. fees totaling $64,085,$61,770, representing, in the aggregate, less than 1.2%2% of the fiscal 20112012 revenues of Majestic Property Management Corp.Property. In addition, in fiscal 2011,2012, two unconsolidated joint ventures, in which we owned a 50% joint venture interest, paid Majestic Property Management Corp. for management services and brokerage commissions, a total $18,768,$12,153, representing less than 0.5%1% of the fiscal 20112012 revenues of Majestic Property Management Corp.Management. Fredric H. Gould did not receive compensation from Majestic Property Management Corp. in fiscal 2011,2012, and the following executive officers received compensation from Majestic Property Management Corp. in fiscal 20112012 as follows: Simeon Brinberg, $12,000;$40,515; Jeffrey A. Gould, $111,000;$408,570; Matthew J. Gould, $111,000;$516,570; David W. Kalish, $54,000;$235,530; Mark H. Lundy, $70,000;$299,525; and Israel Rosenzweig, $34,000.$135,455. None of this compensation is included in the Summary Compensation Table. The real property management services provided by Majestic Property Management Corp. to us and our joint ventures include, among other things, rent billing and collection, leasing (including compliance with regulatory statutes and rules; i.e., New York City rent control and rent stabilization rules) and construction supervision of property improvements, maintenance and repairs related to foreclosedvarious properties.

        The fees paid by us to REIT Management Corp. and Majestic Property Management Corp. and the expenses reimbursed to Gould Investors L.P. under the shared services agreement were reviewed by our audit committee. The fees paid to REIT Management Corp. were paid pursuant to the advisory agreement. The expenses reimbursed to Gould Investors L.P. are reimbursed pursuant to the shared services agreement. The fees to Majestic Property Management Corp. are based on fees which would have been charged by unaffiliated persons for comparable services. Simeon Brinberg, Fredric H. Gould, Jeffrey A. Gould, Matthew J. Gould, David W. Kalish, Mark H. Lundy and Israel Rosenzweig also receive compensation from other entities wholly-owned by Fredric H. Gould and parties to the shared services agreement, none of which provided services to us or received compensation from us in fiscal 2011.2012.


Policies and Procedures


        Our code of business conduct and ethics provides in the "Conflicts of Interest" section that our board of trustees is aware of certain transactions between us and affiliated entities, including the sharing of services pursuant to the terms of a shared services agreement and the provision of services by affiliated entities to us. The provision states that the board has determined that the services provided by affiliated entities to us are beneficial and that we may enter into a contract or transaction with an affiliated entity provided that any such transaction is approved by the audit committee which is satisfied that the fees, charges and other payments made to the affiliated entities are at no greater cost or expense to us then would be incurred if we were to obtain substantially the same services from unrelated and unaffiliated entities. The term "affiliated entities" is defined in the code of business conduct and ethics as all parties to the shared services agreement and other entities in which our officers and trustees have an interest.

        Our audit committee is advised of related party transactions which occurred in the prior quarter at each quarterly meeting, reviews the facts of the transactions and, except to the extent such transaction is effectuated pursuant to an agreement previously approved by such committee, either approves/ratifies




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or disapproves the transactions. If a transaction relates to a member of our audit committee, such member does not participate in the audit committee's deliberations. Our audit committee discusses related party transactions with our board of trustees on at least an annual basis.




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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, trustees and persons who beneficially own more than 10% of our common shares to file Initial Reports of Ownership and Reports of Changes in Ownership with the Securities and Exchange Commission and the New York Stock Exchange. Executive officers, trustees and greater than 10% beneficial owners are required by the rules and regulations promulgated pursuant to the Securities Exchange Act of 1934, as amended, to furnish us with copies of all Section 16(a) forms they file.

        Based solely on our review of copies of these reports filed with the SEC, we believe that none of our trustees, executive officers and greater than 10% beneficial owners have failed to file on a timely basis reports required by Section 16(a) during fiscal 2011.2012.


OTHER MATTERS


        As of the date of this proxy statement, we do not know of any matter other than those stated in this proxy statement which are to be presented at the annual meeting of shareholders. If any other matter should properly come before the meeting, the persons named in the proxy card will vote the common shares represented by it in accordance with their best judgment. Discretionary authority to vote on other matters is included in the proxy.

		By order of the Board of Trustees
		Simeon Brinberg,Secretary




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Annex A


BRT REALTY TRUST
2012 INCENTIVE PLAN


SECTION 1
EFFECTIVE DATE AND PURPOSE


        1.1    Effective Date.    This Plan shall become effective upon approval by the holders of a majority of the outstanding Shares at a duly authorized meeting of the Trust's shareholders.

        1.2    Purpose of the Plan.    The Plan is designed to motivate, retain and attract employees, officers and Trustees of experience and ability and to further the financial success of the Trust by aligning the interests of Participants through the ownership of Shares with the interests of the Trust's shareholders.


SECTION 2
DEFINITIONS


        The following terms shall have the following meanings (whether used in the singular or plural) unless a different meaning is plainly required by the context:

        "1934 Act" means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or a regulation thereunder shall include any regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

        "Award" means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Restricted Stock Units and Performance Share Awards.

        "Award Agreement" means either (1) the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan or (2) a statement (including an electronic communication) issued by the Trust to a Participant describing the terms and provisions of such Award.

        "Board" or "Board of Trustees" means the Board of Trustees of the Trust.

        "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder.

        "Committee" means the Compensation Committee of the Board or the committee of the Board appointed to administer the Plan.

"Disability" or "Disabled" means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

        "Exercise Price" means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option.

        "Fair Market Value" means, as of any given date, (i) the closing sales price of the Shares on any national securities exchange on which the Shares are listed; (ii) the closing sales price if the Shares are listed on the OTCBB or other over the counter market; or (iii) if there is no regular public trading market for such Shares, the fair market value of the Shares as determined by the Committee.

        "Grant Date" means, with respect to an Award, the effective date that such Award is granted to a Participant.

        "Incentive Stock Option" means an Option to purchase Shares which is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code.

        "Nonqualified Stock Option" means an Option to purchase Shares which is not an Incentive Stock Option.




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        "Option" means an Incentive Stock Option or a Nonqualified Stock Option.

        "Participant" means an officer, employee, director or consultant of the Trust who has been granted an Award under the Plan.

        "Performance-Based Award" means any Restricted Stock Award, Restricted Stock Unit, Option or Performance Share Award granted to a Participant that qualifies as "performance based compensation" under Section 162(m) of the Code.

        "Performance Criteria" shall mean any, a combination of, or all of the following: (i) pre-tax income, (ii) after-tax income, (iii) net income (meaning net income as reflected in the Trust's financial reports for the applicable period, on an aggregate, diluted and/or per share basis), (iv) operating income (including net operating income), (v) cash flow, (vi) earnings per share, (vii) return on equity, (viii) return on invested capital or assets, (ix) funds available for distribution, on aggregate, diluted or per share basis, (x) appreciation in the fair market value of the Shares, (xi) return on investment, (xii) total shareholder return on an absolute or peer comparable basis, (xiii) net earnings growth or growth in funds from operations ("FFO") as FFO is computed in accordance with standards established by the National Association of Real Estate Investment Trusts, Inc. ("NAREIT"), (xiv) stock appreciation (meaning an increase in the price or value of the Shares after the date of grant of an award and during the applicable period), (xv) related return ratios, (xvi) increase in revenues, (xvii) the Trust's published ranking against its peer group of real estate investment trusts based on total shareholder return (xviii) net earnings, (vix) changes (or the absence of changes) in the per share or aggregate market price of the Shares, (xx) asset growth, (xxi) earnings before any one or more of the following items: interest, taxes, depreciation or amortization for the applicable period, as reflected in the Trust's financial reports for the applicable period, and (xxii) total revenue growth (meaning the increase in total revenues after the date of grant of an award and during the applicable period, as reflected in the Trust's financial reports for the applicable period). Performance Criteria need not be the same with respect to all Participants and may be established separately for the Trust as a whole, or on a per share basis, and may be based on performance compared to performance by businesses specified by the Committee, or compared to any prior period. All calculations and financial accounting matters relevant to this Plan shall be determined in accordance with GAAP, except as otherwise directed by the Committee.

        "Performance Cycle" means one or more periods of time which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participants right to and the payment of a Restricted Stock Award, Restricted Stock Unit, Option or Performance Share Award. Each such period shall not be less then twelve months.

        "Performance Goals" means for a Performance Cycle, the specific goals established by the Committee for a Performance Cycle based upon the Performance Criteria.

        "Period of Restriction" means the period during which an Award granted hereunder is subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of Performance Goals or the occurrence of other events as determined by the Committee.

        "Plan" means the BRT Realty Trust 2012 Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.

        "Restricted Stock" means an Award of Shares, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the Award Agreement and as contemplated herein.

"Restricted Stock Unit" or"RSU" means an Award of a right to receive one Share, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the Award Agreement and as contemplated herein.




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        "Retirement" means (i) a Trustee who has attained the age of 65 years who resigns or retires from the Board or does not stand for re-election to the Board and has served continuously as a Trustee of the Trust for not less than six consecutive years, and (ii) an officer or employee of the Trust who has attained the age of 65 years who resigns or retires from the Trust or one of its Subsidiaries and has served as an officer and/or employee of the Trust or one of its Subsidiaries for not less than ten consecutive years at the time of retirement or resignation, provided that such Participant has not acted in a manner during the period of his relationship with the Trust or any of its Subsidiaries which has been harmful to the business or reputation of the Trust. A determination as to whether a "retiree" acted in a manner which has been harmful to the business or reputation of the Trust shall be made by the Committee, whose determination shall be conclusive and binding in all respects on the Participant and the Trust.

"Shares" or "Beneficial Shares" means the shares of beneficial interest, $3.00 par value, of the Trust.

        "Subsidiary" means (i) a corporation, association or other business entity of which 50% or more of the total combined voting power of all classes of capital stock is owned, directly or indirectly, by the Trust or by one or more Subsidiaries of the Trust or by the Trust and one or more Subsidiaries of the Trust, (ii) any partnership or limited liability company of which 50% or more of the capital and profit interests is owned, directly or indirectly, by the Trust or by one or more Subsidiaries of the Trust or by the Trust and one or more Subsidiaries of the Trust, or (iii) any other entity not described in clauses (i) or (ii) above of which 50% or more of the ownership and the power, pursuant to a written contract or agreement, to direct the policies and management or the financial and the other affairs thereof, are owned or controlled by the Trust or by one or more Subsidiaries of the Trust or by the Trust and one or more Subsidiaries of the Trust.

"Trust" means BRT Realty Trust, a Massachusetts business trust, or any successor thereto.


SECTION 3
ELIGIBILITY


        3.1    Participants.    Awards may be granted in the discretion of the Committee to officers, employees, Trustees and consultants of the Trust and its Subsidiaries.

        3.2    Non-Uniformity.    Awards granted hereunder need not be uniform among eligible Participants and may reflect distinctions based on title, compensation, responsibility or any other factor the Committee deems appropriate.


SECTION 4
ADMINISTRATION


        4.1    The Committee.    The Plan will be administered by the Committee, which, to the extent deemed necessary by the Board, will consist of two or more persons who satisfy the requirements for a "non-employee director" under Rule 16b-3 promulgated under the 1934 Act and/or the requirements for an "outside director" under section 162(m) of the Code. The members of the Committee shall be appointed from time to time by, and shall serve at the pleasure of, the Board of Trustees. In the absence of such appointment, the Board of Trustees shall serve as the Committee and shall have all of the responsibilities, duties, and authority of the Committee set forth herein.

        4.2    Authority of the Committee.    The Committee shall have the exclusive authority to administer and construe the Plan in accordance with its provisions. The Committee's authority shall include, without limitation, the power to (a) determine persons eligible for Awards, (b) prescribe the terms and conditions of the Awards, (c) construe and interpret the Plan, the Awards and any Award Agreement, (d) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith and (e) establish, interpret, amend or revoke any such rules. With respect to any Award that




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is intended to qualify as "performance-based compensation" within the meaning of section 162(m) of the Code, the Committee shall have no discretion to increase the amount of compensation that otherwise would be due upon attainment of a Performance Goal, although the Committee may have discretion to deny an Award or to adjust downward the compensation payable pursuant to an Award, as the Committee determines in its sole judgment. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more officers of the Trust to the extent permitted by law.

        4.3    Decisions Binding.    All determinations and decisions made by the Committee and any of its delegates pursuant to Section 4.2 shall be final, conclusive and binding on all persons, and shall be given the maximum deference permitted by law.


SECTION 5
SHARES SUBJECT TO THE PLAN


        5.1    Number of Shares.    Subject to adjustment as provided in Section 5.3, the total number of Shares available for grant under the Plan shall not exceed 600,000 Shares. The Shares available for issuance under the Plan shall be authorized but unissued Shares of the Trust.

        5.2    Lapsed Awards.    Unless determined otherwise by the Committee, Shares related to Awards that are forfeited, cancelled, terminated or expire unexercised, shall be available for grant under the Plan. Shares that are tendered by a Participant to the Trust in connection with the exercise of an Award, withheld from issuance in connection with a Participant's payment of tax withholding liability, or settled in such other manner so that a portion or all of the Shares included in an Award are not issued to a Participant shall not be available for grant under the Plan.

        5.3    Adjustments in Awards and Authorized Shares.    In the event of a stock dividend or stock split, the number of Shares subject to the Plan, outstanding Awards and the numerical amounts set forth in Sections 5.1, 6.1, 7.1 and 8.1 shall automatically be adjusted to prevent the dilution or diminution of such Awards, except to the extent directed otherwise by the Committee. In the event of a merger, reorganization, consolidation, recapitalization, separation, liquidation, combination or other similar change in the structure of the Trust affecting the Shares, the Committee shall adjust the number and class of Shares which may be delivered under the Plan, the number, class and price of Shares subject to outstanding Awards, and the numerical limits of Sections 5.1, 6.1, 7.1 and 8.1 in such manner as the Committee shall determine to be advisable or appropriate to prevent the dilution or diminution of such Awards. Any such numerical limitations shall be subject to adjustment under this Section only to the extent such adjustment will not affect the status of any Award intended to qualify as "performance-based compensation" under section 162(m) of the Code or the ability to grant or the qualification of Incentive Stock Options under the Plan.

        5.4    Restrictions on Transferability.    The Committee may impose such restrictions on any Award, Award of Shares or Shares acquired pursuant to an Award as it deems advisable or appropriate, including, but not limited to, restrictions related to applicable Federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, and any blue sky or state securities laws.


SECTION 6
STOCK OPTIONS


        6.1    Grant of Options.    Subject to the terms and provisions of the Plan, Options may be granted to Participants at any time and from time to time as determined by the Committee. The Committee shall determine the number of Shares subject to each Option. The Committee may grant Incentive Stock Options, Nonqualified Stock Options, or any combination thereof. The maximum aggregate number of Shares underlying Options granted in any one calendar year to an individual Participant shall be 60,000.




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        6.2    Award Agreement.    Each Option shall be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the Option, the number of Shares to which the Option pertains, whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option, any conditions on exercise of the Option and such other terms and conditions as the Committee shall determine, including terms regarding forfeiture of Awards or continued exercisability of Awards in the event of termination of employment by the Participant.

        6.3    Exercise Price.    The Exercise Price for each Option shall be determined by the Committee and shall be provided in each Award Agreement;provided,however, the Exercise Price for each Option may not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. In the case of an Incentive Stock Option, the Exercise Price shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share if the Participant (together with persons whose stock ownership is attributed to the Participant pursuant to section 424(d) of the Code) owns on the Grant Date stock possessing more than 10% of the total combined voting power of all classes of stock of the Trust or any of its Subsidiaries.

        6.4    Expiration of Options.    Except as provided in Section 6.7(c) regarding Incentive Stock Options, each Option shall terminate upon the earliest to occur of (i) the date(s) for termination of the Option set forth in the Award Agreement or (ii) the expiration of ten (10) years from the Grant Date. Subject to such limits, the Committee shall provide in each Award Agreement when each Option expires and becomes unexercisable. The Committee may not, after an Option is granted, extend the maximum term of the Option.

        6.5    Exercisability of Options.    Options granted under the Plan shall be exercisable, in whole or in part, at such times and be subject to such restrictions and conditions as the Committee shall determine. After an Option is granted, the Committee may accelerate or waive any condition constituting a substantial risk of forfeiture applicable to the Option.

        6.6    Payment.    Options shall be exercised by a Participant's delivery of a written notice of exercise to the Secretary of the Trust (or its designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. Upon the exercise of an Option, the Exercise Price shall be payable to the Trust in full in cash or its equivalent. The Committee may permit exercise (a) by the Participant tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, (b) the Participant tendering a combination of cash and Shares equal to total Exercise Price (the Shares tendered being valued at Fair Market Value at the time of exercise), or (c) by any other means which the Committee determines to provide legal consideration for the Shares, and to be consistent with the purposes of the Plan. As soon as practicable after receipt of a written notification of exercise and full payment for the Shares purchased, the Trust shall deliver to the Participant Share certificates (which may be in book entry form) representing such Shares. Until the issuance of the stock certificates, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares as to which the Option has been exercised. No adjustment will be made for a dividend or other rights for which a record date is established prior to the date the certificates are issued.

        6.7    Certain Additional Provisions for Incentive Stock Options.    

        (a)    Exercisability.    The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Trust, any parent and its Subsidiaries) shall not exceed $100,000. The portion of the Option which is in excess of the $100,000 limitation shall be treated as a Non-Qualified Option pursuant to Section 422(d)(1) of the Code.

        (b)    Trust and Subsidiaries Only.    Incentive Stock Options may be granted only to Participants who are officers or employees of the Trust or a Subsidiary on the Grant Date.




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        (c)    Expiration.    No Incentive Stock Option may be exercised after the expiration of ten (10) years from the Grant Date. In the case of an Incentive Stock Option that is granted to a Participant who (together with persons whose stock ownership is attributed to the Participant pursuant to Section 424(d) of the Code) owns on the Grant Date stock possessing more than 10% of the total combined voting power of all classes of stock of the Trust or any of its Subsidiaries, the term of such Incentive Stock Option shall be no more than five years from the Grant Date.

        6.8    Restriction on Transfer.    Except as otherwise determined by the Committee and set forth in the Award Agreement, no Option may be transferred, gifted, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily. Upon the death or Disability of a Participant, an Option may be exercised by the duly appointed personal representative of the deceased Participant or in the event of a Disability by the Participant or the duly appointed committee of the Disabled Participant to the extent the Option was exercisable on the date of death or the date of Disability and shall be exercisable for a period of six months from the date of death or the date of Disability. Upon Retirement of a Participant an Option may be exercised to the extent it was exercisable on the effective date of the Retirement and shall be exercisable for a period of six months from the effective date of such Retirement.

        6.9    Repricing of Options.    Without shareholder approval, (i) the Trust will not reprice, replace or regrant an outstanding Option either in connection with the cancellation of such Option or by amending an Award Agreement to lower the exercise price of such Option, and (ii) the Trust will not cancel outstanding Options in exchange for cash or other Awards.

        6.10    Voting Rights.    A Participant shall have no voting rights with respect to any Options granted hereunder.


SECTION 7
RESTRICTED STOCK AND RESTRICTED STOCK UNITS


        7.1    Grant of Restricted Stock and Restricted Stock Units.    Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. The Committee shall determine the number of Shares and/or RSU's to be granted to each Participant and the time when each Award shall be granted. No more than 60,000 Shares of each of Restricted Stock and Shares underlying Restricted Stock Units may be granted to any individual Participant in any one calendar year.

        7.2    Restricted Stock and RSU Agreements.    Each Award of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock granted, the number of Shares subject to a Restricted Stock Unit, any applicable Performance Goals and Performance Cycle, and such other terms and conditions as the Committee shall determine, including terms regarding forfeiture of Awards in the event of termination of employment by the Participant or termination of the Participant's relationship with the Trust as a director or consultant.

        7.3    Transferability.    Except as otherwise determined by the Committee and set forth in the Award Agreement, Shares of Restricted Stock and Restricted Stock Units including Shares underlying RSU's may not be sold, transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily, until the end of the applicable Period of Restriction and the satisfaction, in whole or in part, of any applicable Performance Goals within the applicable Performance Cycle. Except as otherwise determined by the Committee and set forth in the Award Agreement, in the event of the death, Disability or Retirement of a Participant, all unvested Restricted Stock and unvested RSU's shall not vest on the date of death or Disability or the effective date of Retirement. Without shareholder approval, the Trust will not, except as otherwise provided for in the




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Plan, repurchase outstanding unvested Restricted Stock or unvested RSU's in exchange for cash or accelerate the vesting of outstanding unvested Shares of Restricted Stock or RSU's. The Committee may include a legend on the certificates representing Restricted Stock or RSU's to give appropriate notice of such restrictions.

        7.4    Other Restrictions.    The Committee may impose such other restrictions on Shares of Restricted Stock and Restricted Stock Units (including Shares underlying RSU's) as it may deem advisable or appropriate in accordance with this Section 7.4.

        (a)    General Restrictions.    The Committee may set one or more restrictions based upon (a) the achievement of specific Performance Goals, (b) applicable Federal or state securities laws, (c) time-based restrictions, or (d) any other basis determined by the Committee.

        (b)    Section 162(m) Performance Restrictions.    For purposes of qualifying grants of Restricted Stock as "performance-based compensation" under Section 162(m) of the Code, the Committee, in its sole discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Restricted Stock to qualify as "performance-based compensation" under section 162(m) of the Code. In granting Restricted Stock that is intended to qualify under section 162(m) of the Code, the Committee shall follow any procedures determined by it in its sole discretion from time to time to be necessary, advisable or appropriate to ensure qualification of the Restricted Stock under section 162(m) of the Code.

        (c)    Retention of Certificates.    To the extent deemed appropriate by the Committee, the Trust shall retain the certificates representing Shares of Restricted Stock in the Trust's possession until such time as all conditions and restrictions applicable to such Shares have been satisfied or lapse.

        7.5    Removal of Restrictions.    After the end of the Period of Restriction, the Shares shall be freely transferable by the Participant, subject to any other restrictions on transfer which may apply to such Shares. Notwithstanding the foregoing, the Committee shall not act in a manner that would cause a grant that is intended to be "performance-based compensation" under Code Section 162(m) to fail to be performance-based.

        7.6    Voting Rights.    Except as otherwise determined by the Committee and set forth in the Award Agreement, Participants holding (a) Shares of Restricted Stock shall have voting rights during the Period of Restriction and (b) Restricted Stock Units shall not have voting rights during the Period of Restriction.

        7.7    Dividends and Other Distributions.    Except as otherwise determined by the Committee and set forth in the Award Agreement, Participants holding (a) Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to the Shares during the Period of Restriction and (b) RSU's shall not be entitled to receive any dividends or other distributions paid with respect to the underlying Shares during the Period of Restriction.


SECTION 8
PERFORMANCE-BASED AWARDS


        8.1    Performance-Based Awards.    Participants selected by the Committee may be granted one or more Performance Awards in the form of Options, Restricted Stock, Restricted Stock Units or Performance Share Awards payable upon the attainment of Performance Goals that are established by the Committee and related to one or more of the Performance Criteria, in each case on a specified date or dates or over a Performance Cycle determined by the Committee. A Performance Cycle shall be at least one year. The Committee in its sole discretion shall determine whether an Award is to qualify as "performance based compensation" under Section 162(m) of the Code. The Committee in its sole discretion shall determine Awards that are based on Performance Goals but are not intended to




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quality as "performance based compensation" under Section 162(m). The Committee shall define the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Trust performance or the performance of an individual. The Committee, in its discretion, may adjust or modify the calculation of Performance Goals for such Performance Cycle in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Trust, or the financial statements of the Trust, or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions;provided however, that the Committee may not exercise such discretion in a manner that would increase the Performance-Based Award granted to a Participant. Each Performance-Based Award shall comply with the provisions set forth below. Performance Awards shall be paid in Shares.

        (a)    Grant of Performance-Based Awards.    With respect to each Performance-Based Award granted to a Participant, if intended by the Committee to qualify as "performance based compensation" under Section 162(m) of the Code, the Committee shall select, within the first 90 days of a Performance Cycle the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Committee may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Participants.

        (b)    Payment of Performance-Based Awards.    Following the completion of a Performance Cycle, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. The Committee shall then determine the actual size of each Participant's Performance-Based Award, and, in doing so, may reduce or eliminate the amount of the Performance-Based Award for a Participant if, in its sole judgment, such reduction or elimination is appropriate.

        (c)    Maximum Award Payable.    The maximum Performance-Based Award payable to any one Participant under the Plan for a Performance Cycle is 60,000 Shares (subject to adjustment as provided in Section 5.3 hereof).


SECTION 9
AMENDMENT, TERMINATION, AND DURATION


        9.1    Amendment, Suspension, or Termination.    The Board, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason;provided,however, that if and to the extent required by law or to maintain the Plan's compliance with the Code, the rules of any national securities exchange (if applicable), or any other applicable law, any such amendment shall be subject to shareholder approval; andfurther provided, that without shareholder approval, no amendment shall permit the repricing, replacing or regranting of an Option in connection with the cancellation of such Option or by amending an Award Agreement to lower the exercise price of such Option or the cancellation of any Award in exchange for cash. The amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the Plan.




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        9.2    Duration of the Plan.    The Plan shall become effective in accordance with Section 1.1, and subject to Section 9.1 shall remain in effect until the tenth anniversary of the effective date of the Plan.


SECTION 10
TAX WITHHOLDING


        10.1    Withholding Requirements.    Prior to the delivery of any Shares pursuant to an Award (or the exercise thereof), the Trust shall have the power and the right to deduct or withhold from any amounts due to the Participant from the Trust, or require a Participant to remit to the Trust, an amount sufficient to satisfy Federal, state and local taxes (including the Participant's FICA obligation) required to be withheld with respect to such Award (or the exercise or vesting thereof).

        10.2    Withholding Arrangements.    The Committee, pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part, by (a) electing to have the Trust withhold otherwise deliverable Shares, or (b) delivering to the Trust Shares then owned by the Participant. The amount of the withholding requirement shall be deemed to include any amount that the Committee agrees may be withheld at the time any such election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld.


SECTION 11
CHANGE IN CONTROL


        11.1    Change in Control.    For purposes of the Plan, a Change in Control means any of the following:

        (a)   the acquisition (other than from the Trust) in one or more transactions by any person (as such term is used in Section 13(d) of the 1934 Act) of the beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 25% or more of (i) the then outstanding Shares or (ii) the combined voting power of the then outstanding securities of the Trust entitled to vote generally in the election of Trustees (the "Trust Voting Stock"),provided however the provision of this Section 11.1(a) is not applicable to acquisitions made individually, or as a group by Fredric H. Gould, Matthew J. Gould and Jeffrey A. Gould, and their respective spouses, lineal descendants and affiliates;

        (b)   individuals who, as of the date of the Award, constitute the Board of Trustees (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board;provided,however, that any individual becoming a director subsequent to the date of such Award whose election, or nomination for election by the Trust's shareholders, was approved by a vote of at least a majority of the Trustees then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in the Rules of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

        (c)   the closing of a sale or other conveyance of all or substantially all of the assets of the Trust; or

        (d)   the effective time of any merger, share exchange, consolidation, or other business combination involving the Trust if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of Trustees of the




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surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Trust's voting Shares.

        11.2    Effect of Change of Control.    On the effective date of any Change in Control, unless the applicable Award Agreement provides otherwise: (i) in the case of an Option, each such outstanding Option shall become exercisable in full in respect of the aggregate number of Shares covered thereby; and (ii) in the case of Restricted Stock, Restricted Stock Units and Performance Share Awards, the Restriction Period applicable to each such Award shall be deemed to have expired. Notwithstanding the foregoing, unless otherwise provided in the applicable Award Agreement, the Committee may, in its discretion, determine that any or all outstanding Awards of any or all types granted pursuant to the Plan will not become exercisable on an accelerated basis nor will the Restriction Period expire in connection with a Change of Control if effective provision has been made for the taking of such action which, in the opinion of the Committee, is equitable and appropriate to substitute a new Award for such Award or for the assumption of such Award and to make such new or assumed Award, as nearly as may be practicable, equivalent to the old Award (before giving effect to any acceleration of the exercisability or the expiration of the Restriction Period), taking into account, to the extent applicable, the kind and amount of securities, cash, or other assets into or for which the Shares may be changed, converted, or exchanged in connection with such Change of Control.


SECTION 12
MISCELLANEOUS


        12.1    Deferrals.    To the extent consistent with the requirements of section 409A of the Code, the Committee may provide in an Award Agreement or another document that a Participant is permitted to defer receipt of the delivery of Shares that would otherwise be due to such Participant under an Award. Any such deferral shall be subject to such rules and procedures as shall be determined by the Committee.

        12.2    Termination for Cause.    If a Participant's employment or relationship with the Trust or a Subsidiary (as a director or consultant) shall be terminated for cause by the Trust or such Subsidiary during the Restriction Period or prior to the exercise of any Option (for these purposes, cause shall have the meaning ascribed thereto in any employment agreement to which such Participant is a party or, in the absence thereof, shall include, but not be limited to, insubordination, dishonesty, incompetence, moral turpitude, the refusal to perform his duties and responsibilities for any reason (other than illness or incapacity) and other misconduct of any kind), then, (i) all Options shall immediately terminate and (ii) such Participant's rights to all Restricted Stock, RSU's and Performance Share Awards shall be forfeited immediately.

        12.3    Section 162(m).    Notwithstanding anything to the contrary herein or in an Award Agreement, an Award that is intended to qualify as "performance based compensation" under Section 162(m) of the Code, shall not vest in whole or in part in the event of the Participant's Retirement, involuntary termination or if the Participant terminates his or her relationship with the Trust, except to the extent (a) the Performance Goal's shall be achieved within the Performance Cycle or (b) otherwise permitted under Section 162(m) of the Code.

        12.4    No Effect on Employment or Service.    Nothing in the Plan or in any Award, and no action of the Committee shall confer or be construed to confer on any Participant any right to continue in the employ or service of the Trust or any Subsidiary or shall interfere with or limit in any way the right of the Trust or any Subsidiary to terminate any Participant's employment or service at any time, with or without cause. Employment with the Trust or any Subsidiary is on an at-will basis only, unless otherwise provided by an applicable employment or service agreement between the Participant and the Trust or any Subsidiary, as the case may be.




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        12.5    Successors.    All obligations of the Trust under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Trust, whether the existence of such successor is the result of a direct or indirect merger, consolidation or otherwise, or the purchase of all or substantially all of the business or assets of the Trust.

        12.6    No Rights as Shareholder.    Except to the limited extent provided in Sections 7.6 and 7.7, no Participant (nor any beneficiary thereof) shall have any of the rights or privileges of a shareholder of the Trust with respect to any Shares issuable pursuant to an Award (or the exercise or vesting thereof), unless and until certificates representing such Shares shall have been issued, recorded on the records of the Trust or its transfer agents or registrars, and delivered to the Participant (or his or her beneficiary).

        12.7    Uncertificated Shares.    To the extent that the Plan provides for issuance of certificates to reflect the issuance or transfer of Shares, the issuance or transfer of such Shares may be effected on a noncertificated basis or book entry basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

        12.8    Fractional Shares.    No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, or Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

        12.9    Severability.    In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

        12.10    Requirements of Law.    The grant of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required from time to time.

        12.11    Securities Law Compliance.    To the extent any provision of the Plan, Award Agreement or action by the Committee fails to comply with any applicable federal or state securities law, it shall be deemed null and void, to the extent permitted by law and deemed advisable or appropriate by the Committee.

        12.12    Governing Law.    The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of New York.

        12.13    Captions.    Captions are provided herein for convenience of reference only, and shall not serve as a basis for interpretation or construction of the Plan.




0 --------------- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 BRT REALTY TRUST PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS March 20, 201214, 2013 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Simeon Brinberg, Mark H. Lundy and Asher Gaffney, and each of them as Proxies, each with the power to act without the other and with the power appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all the shares of Beneficial Interest, $3.00 par value of BRT Realty Trust held of record by the undersigned on January 23, 201215, 2013 at the Annual Meeting of Shareholders to be held on March 20, 201214, 2013 at 9:00 AM EST or any adjournments or postponements thereof. (Continued and to be signed on the reverse side)

 

 

Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1. Election of Trustees Alan H. GinsburgMatthew J. Gould Louis C. Grassi Israel Rosenzweig Jeffrey A. Gould Jonathan H. SimonRubin 2. To approve the BRT Realty Trust 2012 Incentive Plan. 3. Ratify the appointment of BDO USA, LLP as independent registered public accounting firm for the fiscal year ending September 30, 2012. 4.2013. 3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.meeting or any adjournments or postponements thereof. This Proxy, when properly executed, will be voted in the manner directed by you. If no direction is made, this Proxy will be voted FOR all nominees and FOR proposals 2 and 3.proposal 2. You are encouraged to specify your choices by marking the appropriate boxes, but you need not mark any boxes if you wish to vote in accordance with the Board of Trustees' recommendation. The Proxies cannot vote your shares of beneficial interest unless you sign and return this card. JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 ANNUAL MEETING OF SHAREHOLDERS OF BRT REALTY TRUST March 20, 201214, 2013 INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. PROXY VOTING INSTRUCTIONS Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone, in person or the Internet. The Board of Trustees recommends a vote "FOR" all nominees and "FOR" proposals 2 and 3.proposal 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x --------------- ---------------- 00033333000000000000 6 032012031413 COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Annual Report to Shareholders, Notice of Meeting, Proxy Statement and Proxy Card are available at www.brtrealty.com/brtpdf/investor_relations/annualmeetingmaterials.pdf FOR AGAINST ABSTAIN