Brixmor Property : Compensation Committee Charter

Compensation Committee Charter

Compensation Committee Charter

1. PURPOSE

The Compensation Committee (the "Committee") shall provide assistance to the Board of Directors (the "Board of Directors") of Brixmor Property Group Inc. (the "Company") by fulfilling the Committee's responsibilities and duties outlined in this charter.

1. STRUCTURE AND OPERATIONS

Composition and Qualifications

The Committee shall be comprised of three or more members of the Board of Directors, each of whom shall be determined by the Board of Directors to meet the director and compensation committee member independence requirements under the rules of the New York Stock Exchange (the "NYSE Rules").

Appointment and Removal

The members of the Committee shall be appointed by the Board of Directors and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation, removal, disqualification or death. The members of the Committee may be removed, with or without cause, by action of the Board of Directors.

Chairperson

Unless a chairperson of the Committee ("Chairperson") is selected by the Board of Direc- tors, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson of the Committee will chair all regular sessions of the Committee and is responsible to set the agendas for Committee meetings. In the absence of the Chairperson of the Committee, the Committee shall select another member to preside.

Delegation to Subcommittees

The Committee may form subcommittees composed of one or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate and, when appropriate to satisfy the requirements of Section 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and/or Section 162(m) of the Internal Revenue Code (the "Code"), if applicable, any such subcommittee shall be composed solely of two or more members that have been determined to be "Non-Employee Directors" within the meaning of Rule 16b-3 under the Exchange Act and/or to satisfy the requirements of an "outside director" within the meaning of Section 162(m) of the Code, if and to the extent the Committee determines it necessary or appropriate.

The Committee may delegate to one or more officers of the Company the authority to make grants and awards of cash or options or other equity securities to any non-Section 16 officer of the Company under the Company's incentive compensation or other equity-based plans as the Committee deems appropriate and in accordance with the terms of such plan; provided that such delegation is in compliance with the plan and the laws of the state of the Company's jurisdiction.

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1. MEETINGS

The Committee shall meet periodically as circumstances dictate. The Chairperson of the Board of Directors or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be held telephonically. In addition, unless otherwise restricted by the Compa- ny's charter or bylaws, the Committee may act by unanimous written consent in lieu of a meeting.

As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately with the Chief Executive Officer (the "CEO") , the Company's principal human resources executive, and any other corporate officers, as it deems appropriate. However, the Committee should meet regularly without such officers present, and shall deliberate and vote with respect to such officers' compensation without such officers being present. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any such persons it deems appropriate in order to carry out its responsibilities.

A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.

IV. RESPONSIBILITIES AND DUTIES

The following functions are expected to be the common recurring activities of the Committee in carrying out its responsibilities outlined in this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee may also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in this Charter.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and may, in its sole discretion, retain, obtain the advice of and terminate any compensation consultant, legal counsel or other adviser to the Committee. The Committee shall be directly responsible for the appointment, compensation and oversight of any compensation consultant, legal counsel or other adviser retained by the Commit- tee. The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any compensation consultant, legal counsel or other adviser retained by the Committee, as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

It is expected that the Committee will undertake an independence assessment prior to selecting any compensation consultant, legal counsel or other adviser that will provide advice to the Committee as may be required by the NYSE Rules from time to time, including the factors specified by the NYSE Rules. It is expected that the Committee will evaluate, on at least an annual basis, whether any work provided by the Committee's compensation consultant raised any conflict of interest. Finally, it is

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expected that the Committee shall pre-approve any services to be provided to the Company or its subsidiaries by any of the Committee's compensation consultants.

Setting Compensation for Executive Officers and Directors

1. Establish and review the overall compensation philosophy of the Company.
2. Review and approve corporate goals and objectives relevant to CEO and all other execu- tive officers' compensation, including annual performance objectives, if any.
3. Evaluate the performance of the CEO in light of such goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board of Directors), determine and approve the annual salary, bonus, equity-based incentive compensation and other benefits, direct and indirect, of the CEO.
4. Review and approve or recommend to the Board of Directors the annual salary, bonus, equity and equity-based incentive compensation and other benefits, direct and indirect, of all other executive officers, taking into consideration input from the CEO, as appropriate.
5. In connection with the executive compensation programs:
6. 1. review and recommend to the full Board of Directors, or approve, new or modified executive compensation programs;
   2. review on a periodic basis the operations of the Company's executive compensa- tion programs to determine whether they are effective in achieving their intended purpose(s);
   3. establish and periodically review policies for the administration of executive

com- pensation programs; and

1. 1. take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance.
2. Establish and periodically review policies in the area of senior management perquisites.
3. Consider policies and procedures pertaining to expense accounts of senior executives.
4. Discuss the results of the stockholder advisory vote on "say on pay," if any, with regard to the named executive officers.
5. Review and make recommendations to the full Board of Directors related to the compen- sation of directors as well as director's and officer's indemnification and insurance matters.
6. Review and make recommendations to the full Board of Directors, or approve, any

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employment relationships, contracts or other transactions with current or former directors and executive officers ("executive officer" has the same meaning specified for the term "officer" in Rule 16a-1(f) under the Exchange Act) of the Company, including consulting arrangements, employment contracts, severance or termination arrangements and permitted loans made or guaranteed by the Company and any related compensation.

11. Consider, on a periodic basis, whether risks arising from the Company's compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company.

Monitoring Incentive and Equity-Based Compensation Plans

1. Review and approve, or make recommendations to the Board of Directors with respect to, the Company's incentive-compensation plans and equity-based plans that are subject to the approval of the Board of Directors, and oversee the activities of the individuals responsible for administering those plans.
2. Review and approve all equity compensation plans of the Company that are not otherwise subject to the approval of the Company's stockholders.
3. Review and make recommendations to the full Board of Directors, or approve, all equi-

ty-based awards, including pursuant to the Company's equity-based plans.

1. Review the Company's regulatory compliance with respect to compensation matters, including ensuring that reasonable efforts are made to structure compensation programs to preserve tax deductibility, and, as and when required, approving performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Code, if and to the extent the Committee determines it necessary or appropriate.
2. Monitor compliance by executives with the rules and guidelines of the Company's equi-

ty-based plans.

1. Review and monitor any employee retirement, profit sharing and benefit plans.
2. In its discretion, make recommendations to the Board regarding equity ownership guide- lines for non-employee directors and executive officers.

Reports

1. Prepare the Compensation Committee report on executive officer compensation as required by the Securities and Exchange Commission (the "SEC") to be included in the Compa- ny's annual proxy statement or annual report on Form 10-K filed with the SEC.
2. Oversee the preparation of a "Compensation Discussion and Analysis" (the "CD&A") for

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