Kite Realty Group Trust Schedule of Non-Employee Trustee Fees and Compensation

Summary

This document outlines the compensation structure for non-employee trustees of Kite Realty Group Trust. Trustees receive an annual cash retainer of $60,000, with additional payments for serving as committee chairpersons or members. Each trustee also receives annual restricted share awards valued at $100,000, which vest after one year, and a one-time grant of 750 restricted shares upon initial election. Trustees are expected to own shares equal to five times their annual cash retainer within five years. The policy is effective as of April 1, 2017.

EX-10.49 2 exhibit10_49x2017x10k.htm TRUSTEE FEES Exhibit

EXHIBIT 10.49

Kite Realty Group Trust
Schedule of Non-Employee Trustee Fees and Other Compensation



Annual Cash Retainer	$60,000

Additional Chairperson Annual Retainers	Audit Committee Chairperson: $25,000
	Compensation Committee Chairperson: $20,000
	Corporate Governance and Nominating Committee Chairperson: $15,000

Additional Committee Member Annual	Audit Committee: $12,500
Retainers	Compensation Committee: $10,000
	Corporate Governance and Nominating Committee: $7,500

Lead Independent Trustee Annual Retainer	$25,000

Annual Restricted Share Awards	Each trustee will receive restricted common shares with a value of $100,000 on an annual basis, which shares will vest on the one-year anniversary of the grant date. In addition, upon initial election, each trustee will receive a one-time grant of 750 restricted common shares, which shares will vest on the one-year anniversary of the grant date.

Share Ownership Guidelines	Each non-employee trustee is expected to hold shares of the Company equal to at least five times the annual cash retainer, to be achieved within five years of becoming subject to such policy.



Effective April 1, 2017.