8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) January 8, 2008

LEXINGTON REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

                                                                    Maryland                                                          &# 160;         
(State or Other Jurisdiction of Incorporation)

1-12386	13-371318
(Commission File Number)	(I.R.S. Employer Identification No.)

One Penn Plaza, Suite 4015, New York, New York	10119-4015
(Address of Principal Executive Offices)	(Zip Code)

(212) 692-7200

(Registrant's Telephone Number, Including Area Code)

                                                        n/a                                                       

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

___ Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425) 

___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 8, 2008, the Compensation Committee of the Board of Trustees of Lexington Realty Trust (the “Trust”) approved 2007 annual cash incentive awards, 2007 long-term incentive awards and 2008 salaries for the Trust’s executive officers.  The Compensation Committee retained an independent compensation consultant to perform a competitive benchmarking analysis of the Trust’s 2007 executive compensation program, which was adopted on February 6, 2007, and those of the Trust’s “peers” and make recommendations with respect to the Trust’s 2007 executive compensation program and executive base salaries for 2008.  Detailed descriptions of the Trust’s 2007 executive compensation program are set forth in the Trust’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2007 and the Trust’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2007.

2007 Annual Cash Incentive Awards

The Trust’sexecutive officers were eligible for two annual cash incentives that, in the aggregate, could have provided an incentive opportunity equal to 50%, 100% or 150% of base salary. The first annual cash incentive was equal to 75% of the aggregate opportunity and was measured by growth in cash available for distribution, which we refer to as “CAD.” The threshold, target and high performance metrics were 5%, 7% and 9% of 2007 CAD growth, respectively. The second annual cash incentive was equal to 25% of the aggregate opportunity and was discretionary and based on individual/subjective criteria. While each executive officer was entitled to and granted the first annual cash incentive, not each executive officer was entitled to the full amount of the second discretionary cash incentive.

Name and Title	Actual 2007 Annual Cash Incentive Award		Maximum 2007 Annual Cash Incentive Opportunity
T. Wilson Eglin – Chief Executive Officer, President and Chief Operating Officer	$	825,000	$	825,000
Patrick Carroll – Executive Vice President, Chief Financial Officer and Treasurer	$	540,000	$	540,000
Michael L. Ashner – Executive Chairman and Director of Strategic Acquisitions	$	393,000	$	675,000
E. Robert Roskind – Co-Vice Chairman	$	393,000	$	675,000
Richard J. Rouse – Co-Vice Chairman and Chief Investment Officer	$	505,000	$	712,500

A portion of the annual cash incentive equal to one twenty-fourth of the executive’s base salary was paid in cash pursuant to existing company practice on December 15, 2007. The remainder of the annual cash incentive is payable on January 15, 2008.

2007 Annual Long-Term Incentive Awards

The Trust’s executive officers were eligible for two annual long-term incentives that, in the aggregate, could have provided an incentive opportunity equal to 62.5%, 125% or 187.5% of base salary. The first incentive was equal to 75% of the aggregate opportunity and was measured in accordance with the following performance criteria and weighted according to the following percentages: (1) 50% on CAD growth for 2007; (2) 12.5% on absolute total shareholder return; and (3) 12.5% on relative total shareholder return. For each performance criteria, the Compensation Committee has established threshold, target and high performance metrics. The second incentive was equal to 25% of the aggregate opportunity and was discretionary and based on continuous employment.  While each executive officer was entitled to and granted an award equal to 50% of base salary for meeting the high CAD growth metric, no executive officer was entitled to (1) any amount for the total shareholder return metrics and (2) the full amount for the discretionary component.

Name and Title	Actual Value of 2007 Annual Long-Term Incentive Award		Maximum Value of 2007Annual Long-Term Incentive Opportunity
T. Wilson Eglin – Chief Executive Officer, President and Chief Operating Officer	$	575,000	$	1,031,250
Patrick Carroll – Executive Vice President, Chief Financial Officer and Treasurer	$	550,000	$	675,000
Michael L. Ashner – Executive Chairman and Director of Strategic Acquisitions	$	327,000	$	843,750
E. Robert Roskind – Co-Vice Chairman	$	327,000	$	843,750
Richard J. Rouse – Co-Vice Chairman and Chief Investment Officer	$	420,000	$	890,625

A form of each non-vested share award agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.  This Current Report describes certain terms of these non-vested share award agreements, and such descriptions are qualified in their entirety by reference to the full text of such agreements.  Pursuant to the non-vested share award agreement, the long-term incentive awards vest as follows: 25% on January 8, 2008; 25% on January 8, 2009; 25% on January 8, 2010; and 25% on January 8, 2011. The vesting of the non-vested common shares may accelerate upon certain events in accordance with the non-vested share agreements and each executive’s respective employment agreement.

The number of non-vested common shares issued was determined by dividing (x) the actual value of the annual long-term incentive award by (y) the closing price of the common shares on the New York Stock Exchange on December 31, 2007 ($14.54 per share).  The non-vested common shares are entitled to voting rights and receive dividends.

2008 Base Salaries

The Compensation Committee approved the following annual base salaries for calendar year 2008 for the Trust’s executive officers, which, with the exception of Patrick Carroll, remain unchanged from calendar year 2007:

Name and Title	2007 Base Salary		2008 Base Salary
T. Wilson Eglin – Chief Executive Officer, President and Chief Operating Officer	$	550,000	$	550,000
Patrick Carroll – Executive Vice President, Chief Financial Officer and Treasurer		360,000		375,000
Michael L. Ashner – Executive Chairman and Director of Strategic Acquisitions		450,000		450,000
E. Robert Roskind – Co-Vice Chairman		450,000		450,000
Richard J. Rouse – Co-Vice Chairman and Chief Investment Officer		475,000		475,000

Item 9.01.  Financial Statements and Exhibits

 (a) Not applicable

 (b) Not applicable

 (c) Not applicable

 (d) Exhibits

       10.1 Form of 2007 Annual Long-Term Incentive Award Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lexington Realty Trust
Date: January 11, 2008	By:	/s/ T. Wilson Eglin
		T. Wilson Eglin
		Chief Executive Officer

Exhibit Index

10.1  Form of 2007 Annual Long-Term Incentive Award Agreement

EX-10.1

Exhibit 10.1

LEXINGTON REALTY TRUST

NONVESTED SHARE AGREEMENT

This AGREEMENT is effective as of January 8, 2008 by and between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”) and ____________________ (the “Participant”).

WITNESSETH THAT:

WHEREAS, the Participant, as an employee of the Company, is eligible to participate in the Lexington Realty Trust 2007 Equity-Based Award Plan (the “Plan”);

WHEREAS, the Company desires to provide an inducement and incentive to the Participant to perform duties and fulfill responsibilities on behalf of the Company at the highest level of dedication and competence;

WHEREAS, the Compensation Committee of the Board of Trustees has approved the grant of the award to the Participant of the common shares of the Company, par value $0.0001, herein, subject to the terms and conditions of the Plan and this Agreement, in order to incentivize the Participant’s performance and to enable the Participant to acquire an equity interest in the Company;

NOW, THEREFORE, in consideration of the agreements hereinafter contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.            Grant of Shares.

(a)            Subject to the restrictions and terms and conditions set forth in this Agreement and the Plan, including the Vesting Period (defined in Section 2 hereof), the Company hereby awards to the Participant ___________ common shares of the Company (the “Common Shares”) as of January 8, 2008.

(b)            The Participant agrees that the Participant’s ownership of the Common Shares shall be evidenced solely by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated share transfer agent in the Participant’s name.  Upon expiration of the applicable portion of the Vesting Period, a certificate or certificates representing the shares of Common Shares as to which the Vesting Period has so lapsed may be delivered to the Participant by the Company, subject to satisfaction of any tax obligations in accordance with Section 5 hereof.

2.            Vesting of Common Shares.  Subject to Section 3 hereof, the Common Shares vest as follows, provided that the Participant remains employed by the Company: 25% on January 8, 2008; 25% on January 8, 2009; 25% on January 8, 2010; and 25% on January 8, 2011.

3.            Nontransferability and Acceleration/Forfeiture.

(a)            The Participant acknowledges that prior to the expiration of the applicable Vesting Period, the Common Shares may not be sold, transferred, pledged, assigned, encumbered or otherwise disposed of (whether voluntarily or involuntarily or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the applicable portion of the Vesting Period, as set forth in Section 2 hereof, the restrictions set forth in this Agreement with respect to the Common Shares theretofore subject to such expired Vesting Period shall lapse.

(b)            In the event of (i) a termination of Participant’s employment with the Company by the Participant for Good Reason (as defined in the employment agreement, between the Participant and the Company in effect at such time (the “Employment Agreement”)), (ii) a termination of the Participant’s employment with the Company by the Company without Cause (as defined in the Employment Agreement), (iii) a Change of Control (as defined in the Employment Agreement), (iv) a termination of the Participant’s employment with the Company in a Pre-Change of Control Termination (as defined in the Employment Agreement), (v) or the Participant’s death, in any such case prior to the expiration of the Vesting Period, the Vesting Period shall terminate, and all of the Common Shares not theretofore forfeited in accordance with this Agreement shall become fully vested and nonforfeitable as of the date of the Change of Control or the Participant’s death, as applicable.

(c)            If the Participant ceases to be employed by the Company prior to the complete expiration of the Vesting Period under circumstances other than those set forth in Section 3(b) hereof, the Participant agrees that all of the Common Shares, that are nonvested in accordance with Section 2 hereof as of the date of such termination, shall be immediately and unconditionally forfeited and will revert to the Company without any action required by the Participant or the Company.

4.            Rights as Shareholder.  The Participant shall have all rights of a shareholder with respect to the Common Shares for record dates occurring on or after the date of this Agreement and prior to the date any such Common Shares are forfeited in accordance with this Agreement, including without limitation payment to the Participant of any cash dividends or distributions declared during such period with respect to the Common Shares.

5.            Withholding Tax Obligations.  The Participant acknowledges the existence of federal, state and local income tax and employment tax withholding obligations with respect to the Common Shares and agrees that such obligations must be met.  The Participant shall be required to pay and the Company shall have the right to withhold or otherwise require a Participant to remit to the Company any amount sufficient to pay any such taxes no later than the date as of which the value of any Common Shares first become includible in the Participant’s gross income for income or employment tax

purposes, provided however that the Board of Trustees may permit the Participant to elect withholding Common Shares otherwise deliverable to the Participant in full or partial satisfaction of such tax obligations, provided further however that the amount of Common Shares so withheld shall not exceed the minimum statutory withholding tax obligation.  If tax withholding is required by applicable law, in no event shall Common Shares be delivered to the Participant until he has paid to the Company in cash the amount of such tax required to be withheld by the Company or otherwise entered into an agreement satisfactory to the Company providing for payment of withholding tax.  The Participant hereby notifies the Company that he will not make an election with respect to any portion of the Common Shares pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.

6.            Limitation of Rights.  Nothing contained herein shall be construed as conferring upon the Participant the right to continue in the employ of the Company as a Participant or in any other capacity or to interfere with the Company’s right to discharge him at any time for any reason whatsoever.

7.            Receipt of Plan.  The Participant acknowledges receipt of a copy of the Plan and agrees to be bound by all terms and provisions thereof.  If and to the extent that any provision herein is inconsistent with the Plan, the Plan shall govern.

8.            Assignment.  This Agreement shall be binding upon and inure to the benefits of the Company, its successors and assigns and the Participant and his heirs, executors, administrators and legal representatives.

9.            Governing Law.  This Agreement and the obligation of the Company to transfer Common Shares shall be subject to all applicable federal and state laws, rules and regulations and any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Compensation Committee of the Company shall, in its sole discretion, determine to be necessary or applicable.  This Agreement shall be construed in accordance with and governed by the law of the State of New York.

10.            Amendment.  Except as otherwise permitted by the Plan, this Agreement may not be modified or amended, nor may any provision hereof be waived, in any way except in writing signed by the party against whom enforcement thereof is sought.

11.            Execution.  This Agreement may be executed in counterparts each of which shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer and the Participant has executed this Agreement effective as of the date first above written.

LEXINGTON REALTY TRUST
By:
	Name:	T. Wilson Eglin
	Title:	Chief Executive Officer

PARTICIPANT