13.	Incentive Compensation Plan

The Corporation had an Incentive Compensation Plan (the “ICP”), the remaining benefits of which were vested and

not

contingent on any future performance. Payment of the limited remaining benefit under the ICP was triggered upon the

December 30, 2013

non-cash dividend distribution of

$20.70

per share which was comprised of the distribution of interests in Gyrodyne Special Distribution LLC. At that time, the Corporation

’s Board decided that the Corporation should defer the cash payment triggered under the ICP by such dividend, until the Company made cash distributions to ensure plan participants were

not

paid ICP benefits prior to the time the shareholders received cash on the non-cash portion of the dividend (i.e. the GSD shares). Under such deferral and pursuant to the ICP limitation, the cumulative total future payments that were to be made was

$233,200.

As a result, based on

1,482,680

shares outstanding, for every penny per share dividend declared and paid, an ICP payment of

$14,827

was to be paid until such future cumulative ICP payments reached

$233,200.

June 15, 2016,

the Company paid a special distribution of

$9.25

per share to shareholders of record on

June 6, 2016.

Thus, the Company made its final payment of

$233,200

to the ICP participants.

Neither Frederick C. Braun III (the Company

’s Chief Executive Officer through

April 30, 2017),

who joined the Company in

February 2013,

nor Gary Fitlin (the Company’s Chief Executive Office and Chief Financial Officer), who joined the Company in

2009,

was a participant in the ICP.

The final remaining ICP benefits were paid in

June 2016

and were included in the corporate expenditures paid during

2016

(See Note

). The allocation to ICP participants are below:

INCENTIVE PLAN PARTICPANTS	COMPENSATION		DIRECTOR FEES		TOTAL
Board of Directors 1	$	-	$	131,758	$	131,758
Chief Operating Officer		31,482		-		31,482
Former Chief Executive Officer (thru 2012)		43,142		-		43,142
Chief Executive Officer (thru 2017)		-		-		-
Chief Executive Officer/Chief Financial Officer		-		-		-
Other Emplyees 2		26,818		-		26,818
Total	$	101,442	$	131,758	$	233,200

$17,490

of the

$131,758

relate to a former Director who resigned in

September 2013.

Approximately

$25,652

of the

$26,818

relate to former employees.

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Gyrodyne, LLC Stock Compensation Disclosure

About Stock Compensation Disclosures

Other Available Disclosures