Washington Real Estate Investment Trust Revised Trustee Compensation Plan (2004)
Washington Real Estate Investment Trust has revised its Trustee Compensation Plan for non-employee trustees, effective from 2005. The plan increases the annual retainer to $25,000, sets committee meeting fees at $1,000, and establishes additional annual retainers for committee chairs and Audit Committee members. Trustees will receive $30,000 in restricted shares as annual long-term incentive compensation, which vests immediately but cannot be sold while serving as a trustee. The plan eliminates board meeting fees and updates compensation for committee roles.
Exhibit 10(m)
Description of Washington Real Estate Investment Trust
Revised Trustee Compensation Plan
In November 2004, the Board of Trustees approved revisions to the Trustee Compensation Plan, which specifies the compensation of trustees who are not employees of the Trust. The first cash and share grant benefits under the amended plan will be paid in 2005.
The plan, as revised, provides for trustee compensation as follows:
| The annual retainer will be increased from $20,004 to $25,000. |
| Board meeting fees will be eliminated. |
| Committee meeting fees will be $1,000 per meeting. |
| The Committee Chair annual retainers are as follows: |
1. Audit Committee | $7,500 | |
2. Corporate Governance Committee | $3,000 | |
3. Compensation Committee | $3,000 |
| Audit Committee members will be paid an additional annual retainer of $3,750. |
| Trustee annual long-tem incentive compensation will be changed from options for 2,000 shares plus 400 restricted shares to $30,000 in restricted shares. Restricted shares will vest immediately and will be restricted from sale for the period of the Trustees service. |