Employee Benefit and Incentive Plans

12 Months Ended

Dec. 31, 2012

Employee Benefit And Incentive Plans

Employee Benefit and Incentive Plans

Note 11. Employee Benefit and Incentive Plans

We do not have any employees following the consummation of the Investment Management Business Sale on December 19, 2012, as described in Note 1. In addition, all unvested restricted class A common stock was vested in conjunction with the sale. However, as of December 31, 2012, certain members of our board of directors continue to receive a portion of their director fees in lieu of cash compensation for services, and certain of our former employees continue to participate in the CTOPI incentive management fee grants and the CT Legacy REIT management incentive awards plan.

Stock-Based Incentive Plans

We had stock-based incentive awards outstanding under three benefit plans as of December 31, 2012: (i) our amended and restated 1997 non-employee director stock plan, or 1997 Director Plan, (ii) our 2007 long term incentive plan, or 2007 Plan, and (iii) our 2011 long term incentive plan, or 2011 Plan. The 1997 Director Plan and the 2007 Plan expired in 2007 and 2011, respectively and no new awards may be issued under them. In March 2011, in addition to the 300,000 shares awarded to our three named executive officers, our board’s compensation committee authorized our chief executive officer to grant 100,000 shares under the 2007 Plan to other officers and employees designated by him. These 100,000 shares were awarded to employees in January 2012.

Under the 2011 Plan, a maximum of 1.0 million shares of class A common stock may be issued. Shares canceled under previous plans are available to be reissued under the 2011 Plan. As of December 31, 2012, there were 115,000 shares available under the 2011 Plan.

Activity under these three plans for the year ended December 31, 2012 is summarized in the table below in share and share equivalents:

Benefit Type (1)	1997 Director Plan			2007 Plan			2011 Plan			Total
Restricted Class A Common Stock
Beginning balance		—			244,424			—			244,424
Granted		—			100,000			275,000			375,000
Vested, deferred or forfeited		—			(344,424	)		(275,000	)		(619,424	)
Ending balance		—			—			—			—
Stock Units (2)
Beginning balance		68,544			438,260			55,531			562,335
Granted and deferred		—			60,000			554,155			614,155
Vested		(18,911	)		(218,040	)		(41,984	)		(278,935	)
Ending balance		49,633			280,220			567,702			897,555
Total outstanding		49,633			280,220			567,702			897,555

(1)	No stock options are outstanding under any of our plans.
(2)	Stock units are granted to certain members of our board of directors in lieu of cash compensation for services and in lieu of dividends earned on previously granted stock units. In addition, certain of our former employees had elected to defer the vesting of their restricted shares.

A summary of the unvested restricted class A common stock as of and for the year ended December 31, 2012 was as follows:

	Restricted Class A Common Stock
	Shares			Grant Date Fair Value
Unvested at January 1, 2012		244,424			$2.65
Granted		375,000			2.77
Vested, deferred or forfeited		(619,424	)		2.77
Unvested at December 31, 2012		—			—

A summary of the unvested restricted class A common stock as of and for the year ended December 31, 2011 was as follows:

	Restricted Class A Common Stock
	Shares			Grant Date Fair Value
Unvested at January 1, 2011		32,785			$5.67
Granted		300,000			2.67
Vested		(88,361	)		3.84
Unvested at December 31, 2011		244,424			$2.65

A summary of the unvested restricted class A common stock as of and for the year ended December 31, 2010 was as follows:

	Restricted Class A Common Stock
	Shares			Grant Date Fair Value
Unvested at January 1, 2010		79,023			$7.99
Granted		16,875			1.27
Vested		(53,188	)		8.21
Forfeited		(9,925	)		7.57
Unvested at December 31, 2010		32,785			$5.67

The total grant date fair value of restricted shares that vested during the years ended December 31, 2012, 2011, and 2010 was$1.6 million, $231,000, and $437,000, respectively.

CTOPI Incentive Management Fee Grants

See Note 3 for discussion of the CTOPI incentive management fee grants to our former employees.

CT Legacy REIT Management Incentive Awards Plan

See Note 4 for discussion of the CT Legacy REIT management incentive awards granted to our former employees.

Strategic Transaction Related Awards

On June 27, 2012, our compensation committee authorized contingent awards in the form of restricted class A common stock to our chief executive officer, Stephen D. Plavin, chief financial officer, Geoffrey G. Jervis, and our chief credit officer, Thomas C. Ruffing. The terms of these contingent awards provided for their vesting, subject to continued employment by the recipient, if a strategic transaction were to be consummated, or definitive documentation governing a strategic transaction were to be entered into, prior to December 31, 2012. These awards provided for grants of 125,000, 100,000 and 50,000 shares of restricted class A common stock to Messrs. Plavin, Jervis, and Ruffing, respectively, and were 100% vested upon the consummation of the Investment Management Business Sale on December 19, 2012, as described in Note 1.