Exhibit 99.4
LEXINGTON CORPORATE PROPERTIES TRUST
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COMPENSATION COMMITTEE CHARTER
Purpose
The Compensation Committee (the "Committee") of the Board of
Trustees (the "Board") of Lexington Corporate Properties Trust (the "Trust") is
appointed by the Board to discharge the Board's responsibilities relating to
compensation of the Trust's officers. The Committee has overall responsibility
for approving and evaluating the officer compensation plans, policies and
programs of the Trust.
The Committee is also responsible for producing and annual report
on executive compensation for inclusion in the Trust's annual proxy statement.
Committee Membership
The Committee shall consist of no fewer than two members, or a
higher number if so required by the listing standards of the New York Stock
Exchange (the "NYSE Listing Standards"), the rules and regulations promulgated
by the Securities and Exchange Commission (the "SEC Rules") or any other
applicable laws, rules or regulations. The members of the Committee shall each
meet the independence requirements to the extent required and as set forth in
the NYSE Listing Standards, the SEC Rules and any other applicable laws, rules
or regulations.
The members of the Committee shall be appointed by the Board on
the recommendation of the Nominating and Governance Committee. Committee members
may be removed and replaced by, and in the sole discretion of, the Board. The
Board shall designate one member of the Committee to serve as the chairperson of
the Committee.
Committee Operating Procedures
The Committee shall hold a regular meeting once per quarter, and
such additional meetings as the Committee members deem necessary or appropriate.
The Committee shall report to the Board following all regular meetings and at
such other times as the Committee members deem necessary or appropriate. The
Secretary or an Assistant Secretary of the Trust, or a designee thereof, or
another person designated by the Committee acting in coordination with the
Secretary of the Trust, shall record minutes of all Committee meetings, and such
minutes shall be maintained with the books and records of the Trust.
The Committee shall fix such additional rules or procedures for
the conduct of its business pursuant to this Charter as the Committee members
deem necessary or appropriate. Any such additional rules or procedures shall be
consistent with the Declaration of Trust and By-Laws of the Trust and this
Charter, in each case as in effect from time to time, and shall be filed with
this Charter in the books and records of the Trust.
The Committee may form and delegate authority to subcommittees
when and as the Committee deems necessary and appropriate, except as may be
otherwise provided by this Charter.
Committee Authority and Responsibilities
1. The Committee shall annually review and approve corporate goals
and objectives relevant to compensation of the chief executive
officer(s) of the Trust (the "CEO"), evaluate the CEO's
performance in light of those goals and objectives, and set the
CEO's compensation levels based on this evaluation. In
determining the long-term incentive component of CEO
compensation, the Committee shall consider the Trust's
performance and relative shareholder return, the value of similar
incentive awards to CEOs at comparable companies, and the awards
given to the CEO in past years.
2. The Committee shall annually review and approve (subject to
shareholder approval, if required) or recommend that the Board
approve all plans or policies of the Trust regarding the
compensation of officers and other key employees, including
incentive-compensation plans and equity-based plans (the
"Compensation Plans").
3. The Committee shall annually review and approve, for the CEO and
the senior executives of the Trust, (a) the annual base salary
level, (b) the annual incentive opportunity level, (c) any
long-term incentive opportunity level, (d) any employment
agreements, severance arrangements and change-of-control
agreements/provisions, and (e) any special or supplemental
benefits.
4. The Committee shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board
for approval. The Committee shall annually review its own
performance in a manner consistent with any guidelines
established by the Nominating and Governance Committee.
5. The Committee shall have the authority to engage independent
counsel and other advisors, as the Committee members deem
necessary and appropriate to carry out the Committee's duties
under this Charter.
6. The Committee shall have authority to retain and terminate any
compensation consultant to be used to assist in the evaluation of
CEO or senior executive compensation and shall have authority to
approve the consultant's fees and other retention terms. The
Committee shall also have authority to request that any trustee,
officer or employee of the Trust, the Trust's outside counsel or
the public accounting firm employed by the Trust attend any
meeting of the Committee.
7. The Committee have such additional authority, duties and
responsibilities as may be granted or assigned to the Committee
by the Board from time to time or as may be designated in any
documents governing the Compensation Plans.
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