Exhibit 10.47


 


GENERAL GROWTH PROPERTIES, INC.


KEY EMPLOYEE INCENTIVE PLAN


 


ARTICLE 1.          Establishment and Purpose


 


1.1          Establishment.  General Growth Properties, Inc., (the “Company”) hereby adopts the General Growth Properties, Inc.
Key Employee Incentive Plan (the “Plan”),
effective as of October 2, 2009 (the “Effective  Date”), subject to Bankruptcy Court approval.


 


1.2          Purpose.  The purpose of the Plan is to provide
incentive compensation to eligible key employees of the Company, and its
Subsidiaries and Affiliates, upon the achievement of certain goals deemed by
the Company to be critical in maximizing the value of the Company and its
assets.  This Plan is designed to induce
such key employees to increase their contribution to the Company, with a focus
on maximizing stakeholder recovery, while timely completing a Plan of Reorganization.
 The efforts required of such key
employees to achieve these goals will extend well beyond their ordinary course
responsibilities, and, their entitlement to payments under the Plan will occur
only upon successful achievement of such goals.


 


ARTICLE 2.          Definitions


 


2.1          “Administrator” means
the Committee, or any other entity or person designated by the Committee to
administer the Plan pursuant to Section 3.2 hereof.


 


2.2          “Affiliate” means
GGP Limited Partnership and any other corporation or other entity controlled by
the Company and designated by the Committee as such.


 


2.3          “Allowed Claim Amount”
means the amount of claims asserted against Top Tier Debtors as reflected in (a) a
proof of claim filed prior to the November 12, 2009 bar date for claims or
such other date as determined by the Bankruptcy Court and to which no objection
has been filed as of the Emergence Date, (b) the Top-Tier Debtors’
schedules of assets and liabilities to the extent that (i) such claims
were not listed as contingent, superseded or unliquidated, (ii) such
claims were not superseded by a filed proof of claim or (iii) such claims
were not objected to by the Debtors or any other party in interest, and (c) any
order entered by the Bankruptcy Court resolving objections to claims or
otherwise determining the allowed amount of any claim.


 


2.4          “Award” means
any POR Recovery Value, Market-Based Recovery Value or Emergence Incentive award
granted hereunder.


 


2.5          “Bankruptcy Code”
means title 11 of the United States Code, as amended from time to time.


 


2.6          “Bankruptcy Court”
means the United States Bankruptcy Court for the Southern District of New York,
the Honorable Allan L. Gropper presiding.


 


2.7          “Base  Salary” means the greater of a Participant’s annual rate of base
salary or wages (excluding bonuses, employer contributions to or benefits under
an employee benefit plan, fringe benefits, and other such forms of
compensation) in effect as of (a) the Confirmation Date, (b) the
Emergence Date, or (c) the date or dates payment under the Plan is made or
the last day of employment if a Participant’s employment is terminated and such
Participant is entitled to a Recovery Award pursuant to Section 6.1 hereof.  Base Salary shall include any elective


 

















 


contributions that are paid
through a reduction in a Participant’s basic salary and which are not
includible in the Participant’s gross income under Sections 125 or 402(e)(3) of
the Code.


 


2.8          “Beneficiary”
means the beneficiary or beneficiaries designated in accordance with Article 7
hereof to receive the amount, if any, payable under the Plan upon the death of
a Participant.


 


2.9          “Board” means
the Board of Directors of the Company.


 


2.10        “Cause”
means (a) the conviction of the Participant for committing a felony under
Federal law or the law of the state in which such action occurred, (b) dishonesty
in the course of fulfilling the Participant’s employment duties, or (c) willful
and deliberate failure on the part of the Participant to perform his or her
employment duties in any material respect, except that in the case of a
Participant who has an employment agreement with the Company, “Cause” shall be
determined in accordance with the definition in the employment agreement, if any.


 


2.11        “Code”
means the United States Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.


 


2.12        “Committee”
means the Compensation Committee of the Board.


 


2.13        “Confirmation
Date” means the date the Top-Tier Debtors’ Plan of Reorganization is
approved by the Bankruptcy Court, or if a single Plan of Reorganization is not
approved that includes each of the Top-Tier Debtors, then the date upon which
all four of the Top-Tier Debtors has an approved Plan of Reorganization.


 


2.14        “Confirmation
Order” means the order or orders entered by the Bankruptcy Court confirming
the Plan or Plans of Reorganization for each of the Top-Tier Debtors, including
any findings of fact and conclusions of law in support of such order(s).


 


2.15        “Creditors’ Committee” means the
statutory committee of unsecured creditors appointed by the United States
Trustee in the Debtors jointly administered chapter 11 cases or, to the extent
applicable, any successor committee or designee.


 


2.16        “Debtors”
means the Company and its Subsidiaries and Affiliates who filed voluntary
petitions for relief under the Bankruptcy Code and whose cases are jointly
administered with that of the Company.


 


2.17        “Disability”
means complete and permanent inability by reason of illness or accident to
perform the duties of the occupation for which a Participant was employed by an
Employer when such disability commenced. 
All determinations as to the date and extent of disability of a Participant
shall be made by the Committee or its designee, in its sole discretion, upon
the basis of such evidence, including independent medical reports and data, as
the Committee or its designee deems necessary and desirable, and all such
determinations of the Committee or its designee shall be final.


 


2.18        “Emergence Date” means the first date upon which any distributions
have commenced under the Top-Tier Debtors’ Plan or Plans of Reorganization.


 


2.19        “Emergence Incentive”
is an amount to be determined in accordance with Section 5.7 hereof.


 


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2.20        “Employer”
means the Company and any Subsidiary or Affiliate whose employees are
Participants in the Plan.


 


2.21        “Estimated
Claim Amount” means the amount of disputed or unliquidated claims
asserted against Top Tier Debtors as estimated for distribution purposes
pursuant to an order of the Bankruptcy Court or, if necessary, as estimated by
the Company solely for purposes of calculating the Awards, provided, however,
that the Company shall provide notice to the Creditors’ Committee of the
proposed estimates determined solely for purposes of calculating the Awards,
along with supporting documentation.  If
the Company and the Creditors’ Committee reach an agreement within fifteen (15)
business days after the date of notice of such estimations, then such agreed
estimated amounts shall be adopted for purposes of the Plan without the
necessity of further order of the Bankruptcy Court.  If, however, the Company and the Creditors’
Committee are unable to reach an agreement within such fifteen (15) day period,
then the Company shall seek Bankruptcy Court approval of the proposed
estimations.


 


2.22        “Executive
Officers” means those officers of the Company appointed to the
Company’s executive committee.


 


2.23        “Final Performance
Improvement Plan” means a written performance plan, which if not
followed could result in termination of employment issued at any time after the
Effective Date.


 


2.24        “KEIP Order”
means the order issued by the Bankruptcy Court approving and authorizing this
Plan.


 


2.25        “Market-Based
Recovery Value” means the percentage computed by dividing (a) the
sum of the following forms of consideration issued or distributed to
Parent Level Debt holders and third party Top Tier Debtors’ equity holders
pursuant to the Debtors’ Plan or Plans of Reorganization:  (i) the Volume-Weighted Average Price of
the Publicly Traded Equity Securities (including any other equity-linked
securities such as warrants, but, to the extent applicable, excluding options
and restricted stock issued pursuant to any management incentive compensation
plan adopted in connection with the Plan or Plans of Reorganization of the
applicable Plan Debtor and granted before the conclusion of the Trading
Period), plus (ii) the aggregate Public Market Value of all
Publicly Traded Debt Securities, plus (iii) the aggregate
Non-Public Market Value of all Non-Publicly Traded Debt Securities, plus
(iv) the value of the Non-Publicly Traded Securities as determined based
on the Third Party Valuation, plus (v) to the extent applicable,
the value ascribed to any trust certificates issued by the Plan Debtors based
on the value reflected in the Confirmation Order or Orders or, if not expressly
provided for therein, as reflected in the applicable Plan or Plans of Reorganization
or disclosure statement, plus (vi) the amount of cash and cash
equivalents, by (b) the aggregate Allowed Claim Amount and
Estimated Claim Amount, as of the Emergence Date, of the Parent Level Debt.


 


2.26        “Non-Public
Market Value” means, to the extent available, (a) the weighted
average trading price of all assignments that occurred during the Trading
Period, as received from the agent or agents, for any given Non-Publicly Traded
Debt Securities, where in aggregate at least 3% of the face value of any given
Non-Publicly Traded Debt Securities were assigned during the Trading Period, or
if (a) is not available, then (b) the average of all price quotes for
any given Non Publicly Traded Debt Securities available from Loan Pricing
Corporation (LPC) and Markit Loans (LoanX) during the Trading Period.


 


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2.27        “Non-Publicly
Traded Debt Securities” means any debt securities, bank debt,
syndicated loan or other similar instruments that are not either Publicly
Traded Debt Securities or Publicly Traded Equity Securities and for which
either (a) trading prices are available from the agent or agents for such
debt securities for the assignment in aggregate of at least 3% of the face
value of such securities during the Trading Period, or (b) price quotes
are available from Loan Pricing Corporation (LPC) or Markit Loans (LoanX)
during the Trading Period.


 


2.28        “Non-Publicly
Traded Securities” means any securities other than Publicly Traded
Equity Securities, Non-Publicly Traded Debt Securities or Publicly Traded Debt
Securities.


 


2.29        “Parent Level
Debt” means the following types of claims against the Top Tier
Debtors: (a) the revolving credit facility and term loans pursuant to that
Second Amended and Restated Credit Agreement dated as of February 24, 2006
under which Eurohypo AG, New York Branch is the administrative agent, (b) The
Rouse Company Limited Partnership 3.625% Bonds, 8.00% Bonds, 7.20% Bonds, 6.75%
Bonds, and 5.38% Bonds, (c) GGP Limited Partnership 3.98% Exchangeable
Senior Notes, (d) Junior
Subordinated Indenture, dated February 24, 2006, pursuant to which
GGP Capital Trust I holds $206.2 million of junior subordinated notes issued by
GGP LP, and (e) any other unsecured claims (excluding intercompany claims).


 


2.30        “Participant”
shall have the meaning set forth in Article 4 hereof.


 


2.31        “Plan Debtors”
means the Debtors who have, on or before the Emergence Date commenced
distributions pursuant to a confirmed Plan of Reorganization.


 


2.32        “Plan of
Reorganization” means a plan under chapter 11 of the Bankruptcy Code
specifying the treatment of claims and interests and providing for the
reorganization or liquidation of the applicable Debtor.


 


2.33        “POR Recovery
Value” means the percentage computed by dividing (a) the
aggregate value of all consideration distributed or to be distributed to Parent
Level Debt holders and third party Top Tier Debtors’ equity holders pursuant to
the Debtors’ Plan or Plans of Reorganization, by (b) the aggregate
Allowed Claim Amount and Estimated Claim Amount, as of the Emergence Date, of
the Parent Level Debt.


 


2.34        “Public Market Value” means the
average trading price of all price quotes, as reported on TRACE (as reported on
Bloomberg) and/or Factset, for any given Publicly Traded Debt Securities during
the Trading Period.


 


2.35        “Publicly
Traded Debt Securities” means any debt securities for which trades
or buy/sell prices are reported on TRACE (as reported on Bloomberg) or Factset,
which has both a publicly quoted price and an average daily trading volume.


 


2.36        “Publicly
Traded Equity Securities” means any equity, preferred equity,
convertible securities or other equity-linked securities for which the
Volume-Weighted Average Price can be determined.


 


2.37        “Recovery
Award Percentage” means the percentage reflected in the second
column on Schedule A hereto (rounded to the nearest one-hundredth of one
percent).


 


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2.38        “Recovery
Award(s)” means an Award that is earned under this Plan based on POR
Recovery Value and Market-Based Recovery Value.


 


2.39        “Recovery
Percentage” shall be the percentage computed based on the POR
Recovery Value or Market-Based Recovery Value, as applicable, and reflected in
the first column on Schedule A hereto (rounded to the nearest
one-hundredth of one percent).


 


2.40        “Subsidiary”
means any corporation, partnership or other entity of which the Company or any
Subsidiary owns, directly or indirectly, a majority of the voting power of the
voting equity securities or a majority of the equity interests.


 


2.41        “Target Incentive
Award” means the percentage of a Participant’s Base Salary, as
determined by the Administrator, that such Participant would receive pursuant
to this Plan upon the achievement of target POR Recovery Value and target
Market-Based Recovery Value.  Target
Incentive Awards may range between 30% and 225% of Base Salary, subject to
adjustment by the Administrator, provided, that, no adjustment
may increase the aggregate amount available to all Participants.


 


2.42        “Third Party
Valuation” means (a) a report valuing the Non-Publicly Traded
Securities during the Trading Period, (b) provided to the Company, in
writing, no later than five (5) business days following the conclusion of
the Trading Period, and (c) prepared by an independent third party
selected by agreement between the Company and the Creditors’ Committee within
sixty (60) days following the Emergence Date; provided, however,
that if the Company and the Creditors’ Committee are unable to agree on such
independent third party, then they shall each designate an independent third
party within seventy (70) days following the Emergence Date and the value to be
used for purposes of the Third Party Valuation shall be the average of the
values reflected in these reports.


 


2.43        “Top-Tier
Debtors” means the Company, GGP Limited Partnership, GGPLP L.L.C.,
The Rouse Company Limited Partnership, and their successors or assigns.


 


2.44        “Trading
Period” means the ten trading days immediately prior to and the ten
trading days immediately following the 90th day after the Emergence Date
(including the 90th day if it is a trading day),  provided, that,
if (a) no Publicly Traded Equity Securities, Publicly Traded Debt
Securities, or Non-Publicly Traded Debt Securities are issued or distributed
pursuant to the Top-Tier Debtors’ Plan or Plans of Reorganization, but only
Non-Publicly Traded Securities are issued or distributed, or (b) no
securities (Publicly Traded Equity Securities, Publicly Traded Debt Securities,
Non-Publicly Traded Debt Securities, or Non-Publicly Traded Securities) are
issued or distributed pursuant to the Top-Tier Debtors’ Plan or Plans of
Reorganization, then the last day of the Trading Period shall be the first
business day following the Emergence Date.


 


2.45        “Volume-Weighted
Average Price” means the aggregate dollar value for all transactions,
divided by the total number of shares traded during the Trading Period, and
multiplied by the number of such securities outstanding.  Volume-Weighted Average Prices shall be
determined by reference to Bloomberg’s AQR function.


 


ARTICLE 3.          Administration


 


3.1          Administrative Duties.  The Plan shall be administered by the
Committee.  Subject to the authority
granted to the Committee in the KEIP Order, the Committee’s powers 


 


5

















 


and authorities include, but
are not limited to (a) selecting the individuals who are eligible to
participate in the Plan, (b) establishing the Plan objectives, metrics,
and Target Incentive Awards, (c) approving the Awards granted hereunder, (d) interpreting
the Plan’s provisions, (e) determining whether and to what degree the
performance metrics have been achieved, and (f) administering the Plan in
a manner consistent with its purpose.  All
actions taken and all interpretations and determinations made by the Committee
shall be final and binding upon the Participants, the Company and all other
interested individuals.


 


3.2          Delegation of Authority.  Other than with respect to the Executive
Officers and the Emergence Incentive awards, the Committee hereby delegates to the
Company’s Chief Executive Officer and/or any other officers or employees of the
Company as the Committee may deem advisable, its responsibility for selecting
the individuals who are eligible to participate in the Plan and establishing
the Target Incentive Awards for such individuals.


 


ARTICLE 4.          Eligibility and Participation


 


Eligible employees of an
Employer designated by the Committee, in its sole discretion, will be eligible
to become Participants in the Plan.  Subject
to Section 5.11, the Committee shall be authorized to designate additional
employees of the Employer to become Participants in the Plan from time to time,
including individuals who are or become employees of the Company or its
Subsidiaries or Affiliates following the Effective Date of this Plan who are
deemed by the Committee to be essential to the Company’s operations or integral
to the bankruptcy reorganization process.  Notwithstanding
the above, a Participant who has received a Final Performance Improvement Plan
at any time after the Effective Date shall not be eligible for an Award.


 


ARTICLE 5.          Awards


 


5.1          Performance Metrics.  The performance metrics for this Plan are (a) POR
Recovery Value and (b) Market-Based Recovery Value.  The performance metrics shall be calculated
independently and shall include minimum, target, and high performance levels.  Recovery Percentage shall be rounded to the
nearest one-hundredth of one percent.


 


5.2          Allocation of Target Incentive Award.  Upon adoption of the Plan, the Administrator
shall determine the Target Incentive Award for each Participant.  Subject to Section 5.11, the Committee
may, in its sole discretion, increase or decrease the Target Incentive Award of
any Participant whose position, duties, and/or responsibilities with an
Employer materially changes following the Effective Date in an amount
consistent with such change in position, duties, and/or responsibilities.


 


5.3          POR Recovery Value Award.  The amount of each Participant’s POR Recovery
Value Award shall be determined as soon as practicable following the Emergence Date.  Each Participant’s POR Recovery Value Award
is equal to the product of the following three factors (a) the dollar
value of such Participant’s Target Incentive Award, (b) the achieved
Recovery Award Percentage set forth on Schedule A hereto, and (c) forty
percent (40%).


 


5.4          Distribution of the POR Recovery Value Award.  The POR Recovery Value Award will be paid in
cash within three (3) business days after the Emergence Date, subject to
the determination of the Estimated Claim Amount, if any.


 


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5.5          Market-Based Recovery Value Award.  The amount of each Participant’s Market-Based
Recovery Value Award shall be determined as soon as is practicable following the
Trading Period.  Each Participant’s Market-Based
Recovery Value Award is equal to the product of the following three factors (a) the
dollar value of such Participant’s Target Incentive Award, (b) the achieved
Recovery Award Percentage set forth on Schedule A hereto, and (c) sixty
percent (60%).


 


5.6          Distribution of Market-Based Recovery Value Award.  The Market-Based Recovery Value Award will be
paid in cash within three (3) business days following the Trading Period,
subject to the determination of the Third Party Valuation and the Estimated
Claim Amount, if any.


 


5.7          Emergence Incentive.  The Emergence Incentive is a pool of money to
be determined as set forth in the chart below.


 


	
  Emergence

  Date

  	
   

  	
  Emergence

  Incentive

  	
   

  
	
  June 30, 2010 or
  earlier

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  July 1, 2010 to
  September 30, 2010

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  October 1, 2010 or
  later

  	
   

  	
  $

  	
  0

  	
   

  



 


5.8          Allocation of Emergence Incentive.  The Emergence Incentive shall be allocated to
one or more Participants based on individual performance in connection with the
expeditious consummation of the Top Tier Debtors’ Plan or Plans of
Reorganization.  The Committee shall
determine such allocations, in its sole discretion, within thirty (30) days
prior to the Emergence Date (it being understood that the Committee as composed
prior to the Confirmation Date shall make such determination).


 


5.9          Distribution of the Emergence Incentive Payments.  The Emergence Incentive shall be paid in cash
within three (3) business days after the Emergence Date.


 


5.10        Award Offset.  With respect to Adam Metz and Tom Nolan, the
aggregate Award earned and payable under this Plan shall be reduced on a
dollar-for-dollar basis by the amount of any discretionary bonus paid to such
individual pursuant to Section 2(b)(ii) of such individual’s
employment agreement, but in no event shall such reduction exceed the aggregate
amount of the Award earned and payable under this Plan.


 


5.11        Maximum Recovery Award Payment.  The maximum aggregate Recovery Award, when
calculated at target (i.e. Recovery Award Percentage equal to 65%) shall not
exceed $15.2 million.


 


ARTICLE 6.          Termination of Employment


 


6.1          Recovery Awards.  A Participant shall have a right to the full
amount of the Recovery Awards (if any) if such (a) Participant is employed
by an Employer on the business day immediately prior to the Emergence Date, or (b) Participant’s
employment with an Employer is terminated by such Employer without Cause or by
reason of death or Disability on or after the Confirmation Date but prior to
the Emergence Date.  If a Participant’s
employment is terminated by an Employer without Cause, or by reason of death or
Disability prior to the Confirmation Date, the Participant shall be entitled to
a pro-rata Recovery Award based on a fraction, (y) the numerator of which
is number of days the Participant was employed by an Employer from April 


 


7

















 


16, 2009 until the date of
termination and (z) the denominator of which is the number of days from April 16,
2009 until the business day immediately prior to the Emergence Date.  The Recovery Awards will be paid at the times
set forth in Article 5 hereof.


 


6.2          Emergence
Incentive Payment.  A Participant shall have a
right to the full amount of the Emergence Incentive Payment (if any) if such (a) Participant
is employed by an Employer on the business day immediately prior to the
Emergence Date, or (b) Participant’s employment with an Employer is
terminated by such Employer without Cause or by reason of death or Disability
on or after the earlier of (1) the Confirmation Date or (2) the date
on which the Committee determines the allocations under Section 5.8, but
prior to the Emergence Date.  The
Emergence Incentive Payment Award will be paid at the times set forth in Article 5
hereof.


 


ARTICLE 7.          Designation of Beneficiaries


 


7.1          Designation and Change of Designation.  Each Participant may file with the Company a
written designation of one or more persons as the Beneficiary who shall be
entitled to receive the Award (if any) payable under the Plan upon the
Participant’s death.  A Participant may,
from time to time, revoke or change a Beneficiary designation without the
consent of any prior Beneficiary by filing a new designation with the Company.  The last such designation received by the Company
shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the Company
prior to the Participant’s death, and in no event shall it be effective as of
the date prior to such receipt.


 


7.2          Absence of Valid Designation.  If no Beneficiary designation is in effect at
the time of a Participant’s death, if no designated Beneficiary survives the
Participant, or if a designation conflicts with law, then the Participant’s
estate shall be deemed to have been designated by the Participant and shall
receive the Award (if any) payable under the Plan upon the Participant’s
death.  If the Committee is in doubt as
to the right of any person to receive such amount, the Committee may retain
such amount, without liability for any interest thereon, until the rights
thereto are determined, or the Committee may pay such amount into any court of
appropriate jurisdiction, and such payment shall be a complete discharge of the
liability under the Plan.


 


ARTICLE 8.          Duration; Adjustment; Amendment, Suspension, and
Termination


 


8.1          Duration of Plan.  The Plan shall terminate following the distribution
of the Awards.


 


8.2          Amendment, Suspension, and Termination.  The Committee reserves the right at any time
to make non-substantive amendments to the Plan without the consent of any
Participant or Beneficiary; provided, however, that any such
amendment that materially increases or decreases benefits in the aggregate
under the Plan shall be subject to the approval of the Bankruptcy Court.


 


ARTICLE 9.          General Limitations and Provisions


 


9.1          Tax Withholding.  An Employer shall have the right to deduct
from all payments under the Plan an amount sufficient to satisfy all withholding
tax requirements.


 


9.2          No Right, Title, or Interest in Employer’s Assets.  The Participant shall have no right, title,
or interest whatsoever in or to any investments which an Employer may make to 


 


8

















 


aid it in meeting its
obligations under the Plan.  Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Employer and any Participant or any other person.  To the extent that any person acquires a
right to receive payments from an Employer under the Plan, such right shall be
no greater than the right of an unsecured general creditor of the Employer.  All payments to be made hereunder shall be
paid from the general funds of the Employer and no special or separate fund
shall be established and no segregation of assets shall be made to assure
payment of such amounts.


 


9.3          No Liability for Committee Members.  No member of the Committee shall be
personally liable by reason of any contract or other instrument executed by
such member or on his her behalf in such member’s capacity as a member of the
Committee, nor for any mistake of judgment made in good faith.  The Company shall indemnify and hold harmless
each member of the Committee and each other officer, employee, or director of
the Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board) arising out of any act or
omission to act in connection with the Plan unless arising out of such person’s
own fraud or bad faith.


 


9.4          No Right to Continued Employment.  Participation in this Plan shall impose no
obligation on the Company, any Subsidiary or any Affiliate to continue the
Service of a Participant and shall not lessen or affect any right that the
Company, any Subsidiary or any Affiliate may have to terminate the Service of
such Participant.  No Participant or
other person shall have any claim to be granted any Award, and there is no
obligation for uniformity of treatment of Participants, or holders or
beneficiaries of Awards (whether or not such Participants are similarly
situated).


 


9.5          No Alienation of Benefits.  Except insofar as may otherwise be required
by law, no amount payable at any time under the Plan shall be subject in any
manner to alienation by anticipation, sale, transfer, assignment, bankruptcy,
pledge, attachment, charge, or encumbrance of any kind nor in any manner be
subject to the debts or liabilities of any person, and any attempt to so
alienate or subject any such amount, whether presently or thereafter payable, shall
be void and of no effect whatsoever.  If
any person shall attempt to, or shall, alienate, sell, transfer, assign,
pledge, attach, charge, or otherwise encumber any amount payable under the
Plan, or any part thereof, or if by reason of such person’s bankruptcy or other
event happening at any such time such amount would be made subject to such
person’s debts or liabilities or would otherwise not inure to the benefit of
such person, then the Committee, if it so elects, may direct that such amount
be withheld and that such amount or any part thereof be paid or applied to or
for the benefit of such person, such person’s spouse, child or other
dependents, or any of them, in such manner and proportion as the Committee may
deem proper.


 


9.6          Payments to Person Other Than Employee.  If the Committee shall determine that any
person to whom any amount is payable under the Plan is unable to care for such
person’s affairs because of illness or accident, or if such person is a minor,
or has died, then any payment due such person or such person’s estate (unless a
prior claim therefor has been made by a duly appointed legal representative),
may, if the Committee so directs the Employer, be paid to such person’s spouse,
child or other dependent, relative, an institution maintaining or having
custody of such person, or any other person deemed by the Committee to be a
proper recipient on behalf of such person otherwise entitled to payment.  Any such payment shall be a complete
discharge of the liability of the Committee and the Employer therefor.


 


9

















 


9.7          Severability.  In the event that any provision of the Plan
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.


 


9.8          Unfunded Plan; Governing Law.  The Plan is intended to constitute an
unfunded bonus program, and all rights thereunder shall be governed by and
construed in accordance with the laws of Illinois, without regard to the
conflicts of law principles of such State. 
The Bankruptcy Court shall retain sole and exclusive jurisdiction over
interpretation and enforcement of the Plan.


 


9.9          Headings.  Headings to articles and sections in this
Agreement are for the convenience of the parties only and are not intended to
be part of or to affect the meaning or interpretation hereof.


 


9.10        Gender and Number.  Except where expressly required by the
context of the Plan, any masculine term used herein also shall include the
feminine, the plural shall include the singular, and the singular shall include
the plural.


 


10

















 


Schedule A


 


Performance Metrics Award Chart


 


 


	
  Recovery

  Percentage

  	
   

  	
  Recovery Award

  Percentage*

  
	
  45% or less

  	
   

  	
  0%

  
	
  46%

  	
   

  	
  5%

  
	
  47%

  	
   

  	
  10%

  
	
  48%

  	
   

  	
  15%

  
	
  49%

  	
   

  	
  20%

  
	
  50%

  	
   

  	
  25%

  
	
  51%

  	
   

  	
  30%

  
	
  52%

  	
   

  	
  35%

  
	
  53%

  	
   

  	
  40%

  
	
  54%

  	
   

  	
  45%

  
	
  55%

  	
   

  	
  50%

  
	
  56%

  	
   

  	
  55%

  
	
  57%

  	
   

  	
  60%

  
	
  58%

  	
   

  	
  65%

  
	
  59%

  	
   

  	
  70%

  
	
  60%

  	
   

  	
  75%

  
	
  61%

  	
   

  	
  80%

  
	
  62%

  	
   

  	
  85%

  
	
  63%

  	
   

  	
  90%

  
	
  64%

  	
   

  	
  95%

  
	
  65%

  	
   

  	
  100%

  
	
  66%

  	
   

  	
  105%

  
	
  67%

  	
   

  	
  110%

  
	
  68%

  	
   

  	
  115%

  
	
  69%

  	
   

  	
  120%

  
	
  70%

  	
   

  	
  125%

  
	
  71%

  	
   

  	
  130%

  
	
  72%

  	
   

  	
  135%

  
	
  73%

  	
   

  	
  140%

  
	
  74%

  	
   

  	
  145%

  
	
  75%

  	
   

  	
  150%

  
	
  76%

  	
   

  	
  155%

  
	
  77%

  	
   

  	
  160%

  
	
  78%

  	
   

  	
  165%

  
	
  79%

  	
   

  	
  170%

  
	
  80%

  	
   

  	
  175%

  
	
  81%

  	
   

  	
  180%

  
	
  82%

  	
   

  	
  185%

  
	
  83%

  	
   

  	
  190%

  
	
  84%

  	
   

  	
  195%

  
	
  85%

  	
   

  	
  200%

  
	
  86%

  	
   

  	
  210%

  
	
  87%

  	
   

  	
  220%

  
	
  88%

  	
   

  	
  230%

  
	
  89%

  	
   

  	
  240%

  
	
  90%

  	
   

  	
  250%

  
	
  91%

  	
   

  	
  260%

  
	
  92%

  	
   

  	
  270%

  
	
  93%

  	
   

  	
  280%

  
	
  94%

  	
   

  	
  290%

  
	
  95%

  	
   

  	
  300%

  
	
  96%

  	
   

  	
  310%

  
	
  97%

  	
   

  	
  320%

  
	
  98%

  	
   

  	
  330%

  
	
  99%

  	
   

  	
  340%

  
	
  100%**

  	
   

  	
  350%

  



 






*The
Recovery Percentage and Recovery Award Percentage shall be rounded to the
nearest one-hundredth of one percent.


 


**Payouts
above one hundred percent plan recovery shall be extrapolated so that payout
will continue increasing by ten percent increments for each one percent
increase in plan recovery.


 


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