Exhibit 10.27


 


KITE
REALTY GROUP TRUST


EXECUTIVE
BONUS PLAN


 


1.                                                                                      PURPOSE.


 


The purpose of
this Plan is to provide for bonuses to motivate and reward eligible key
executives who through industry, ability and exceptional service, contribute
materially to the success of Kite Realty Group Trust.


 


2.                                                                                      DEFINITIONS.


 


When used herein
the following terms shall have the following meanings:


 


(a)                                  “Affiliate”
means, with respect to the Company, any company or other trade or business that
controls, is controlled by or is under common control with the Company within
the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as
now in effect or as hereafter amended, including, without limitation, any
subsidiary.  Notwithstanding the
foregoing, the persons listed on Exhibit A, as such Exhibit A is
updated from time to time by the Company, shall not be affiliates of the
Company.


 


(b)                                 “Beneficiary”
means the beneficiary or beneficiaries designated by a Participant pursuant to
paragraph 5 below to receive the amount, if any, payable under the Plan
upon the death of the Participant.


 


(c)                                  “Board
of Trustees” means the Board of Trustees of the Company.


 


(d)                                 “Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter
amended.


 


(e)                                  “Company”
means Kite Realty Group Trust.


 


(f)                                    “Committee”
means the Compensation Committee of the Board of Trustees.  Members of the Committee are not eligible to
participate in the Plan.


 


(g)                                 “Covered
Employee” means a Participant who is a Covered Employee within the meaning of
Section 162(m)(3) of the Code.


 


(h)                                 “Effective
Date” means August 16, 2004.


 


(i)                                     “Employee”
or “Eligible Employee” means an employee with the title of Senior Vice
President  or higher, who is
employed by the Company or its Affiliate at the end of the Plan Year and who
has been designated by the Committee as eligible to receive awards hereunder; 


 

















 


provided, however, that if in the judgment of the Committee an Employee
has made an outstanding contribution to the Company, the Employee or the
Employee’s Beneficiary may receive a pro rata bonus award notwithstanding the
fact that Employee’s employment terminated before the end of the Plan Year.


 


(j)                                     “Participant”
means any Eligible Employee who has been awarded a bonus under paragraph 3
below.


 


(k)                                  “Performance
Goal” means a performance goal based on business criteria established by the
Committee in accordance with paragraph 3.


 


(l)                                     “Plan”
means this bonus plan for key executives of Kite Realty Group Trust, as the
same may be amended from time to time.


 


(m)                               “Plan
Administrator” means the Committee, or such other committee consisting of two
or more officers of the Company as the Committee may designate to administer
the Plan with regard to Employees who are not officers of the Company.


 


(n)                                 “Plan
Year” means the fiscal year of Kite Realty Group Trust which as of the
Effective Date is the calendar year.


 


3.                                                                                      AMOUNT OF BONUS
FUND AND ALLOCATION THEREOF.


 


(a)                                Amount
of Fund.  The Committee will determine
the amount of the bonus fund available for bonuses for any Plan Year.


 


(b)                                 Allocation.  The Committee shall determine in its sole
discretion the allocation of individual bonus awards for Eligible Employees by
adopting an Appendix to the Plan establishing each Eligible Employee’s
allocation of the bonus fund and the relevant Performance Goals and business
criteria for each Eligible Employee. 
Any such allocation of bonus awards shall comply with paragraph 3(d).


 


(c)                                  Adjustments.  Performance Goals shall be subject to such
adjustments as determined by the Committee to be appropriate (i) in conjunction
with an acquisition by the Company or an Affiliate, (ii) in conjunction with
any share offering by the Company or (iii) for changes in accounting principles
and/or other items that are required by generally accepted accounting
principles (“GAAP”) to be separately disclosed in the Company’s or each
Affiliate’s financial statements.


 


(d)                                 Covered
Employees.


 


(i)                                     If
and to the extent that the Committee determines that a bonus to be granted
under the Plan to a Participant who is designated by the Committee as likely to
be a Covered Employee should qualify as “performance-based compensation” for
purposes of Code Section 162(m), the grant, exercise and/or settlement of such
award shall be contingent upon 


 


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achievement of Performance Goals based on one or more of the following
business criteria for the Company, on a consolidated basis, and/or specified
Affiliates or business units of the Company (except with respect to the total
shareholder return and earnings per share criteria): (1) total shareholder
return; (2) such total shareholder return as compared to total return (on a
comparable basis) of a publicly available index such as, but not limited to,
the Standard & Poor’s 500 Stock Index; (3) net income; (4) pretax earnings;
(5) earnings before interest expense, taxes, depreciation and amortization; (6)
pretax operating earnings after interest expense and before bonuses, service
fees, and extraordinary or special items; (7) operating margin; (8) earnings
per share; (9) return on equity; (10) return on capital; (11) return on
investment; (12) operating earnings; (13) working capital; (14) ratio of debt
to shareholders’ equity; (15) revenue; (16) funds from operations (FFO) and (17)
acquisitions.


 


(ii)                                  In
the case of bonuses granted to Covered Employees under this paragraph 3(d),
Performance Goals shall be established not later than 90 days after the
beginning of any performance period applicable to the bonus, or at such other
date as may be required or permitted for “performance-based compensation” under
Code Section 162(m).  In addition, the
maximum value of a bonus awarded under the Plan to a single Covered Employee
may not exceed $2,000,000 per Plan Year.


 


(iii)                               Prior
to payment of any bonus amount under the Plan to a Covered Employee, the
Committee shall certify in writing that the Performance Goal(s) and all other
material terms stated herein have been attained.  For this purpose, the approved minutes of a Committee meeting in
which a certification is made shall be treated as a written certification.


 


4.                                                                                      PAYMENT OF
AWARDS.


 


(a)                                  Payment
of Participants’ Awards.  Settlement of
bonuses awarded under the Plan shall be in cash, common shares of the Company,
or other share-based awards awarded under an equity incentive plan of the
Company, in the discretion of the Committee.


 


(b)                                 Reduction
of Bonuses.  The Committee may, in its
discretion, reduce the amount of a settlement otherwise to be made in
connection with a bonus based on the performance of the Employee.


 


(c)                                  Forfeiture
of Bonuses.  The Committee shall specify
the circumstances in which a bonus awarded under the Plan shall be paid or
forfeited in the event of termination of employment by the Participant prior to
the end of a Plan Year or settlement of the bonus.  An approved leave of absence shall not be considered a
termination of employment for purposes of eligibility to receive bonuses under
the Plan.


 


5.                                                                                      DESIGNATION OF
BENEFICIARIES.


 


Each Participant
shall file with the Plan Administrator a written designation of one or more
persons as the Beneficiary who shall be entitled to receive the amount, if any,
payable under the Plan upon his or her death. 
A Participant may, from time to time, revoke or 


 


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change his Beneficiary designation without the consent of any prior
Beneficiary by filing a new designation with the Plan Administrator.  The last such designation received by the
Plan Administrator shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless
received by the Plan Administrator prior to the Participant’s death, and in no
event shall it be effective as of a date prior to such receipt.


 


6.                                                                                      ADMINISTRATION.


 


(a)                                  The
Committee shall have full power and authority to construe, interpret and
administer the Plan.  All decisions,
actions or interpretations by the Committee shall be final, conclusive and
binding upon all parties.  If any person
objects to any such decision, action or interpretation, formally or informally,
the expenses of the Committee and its agents and counsel shall be chargeable
against any amounts due the Participant under the Plan.


 


(b)                                 To
the maximum extent permitted by applicable law, current and past members of the
Board of Trustees or Committee shall be indemnified and held harmless by the
Company against and from any and all loss, cost, liability or expense that may
be imposed upon or reasonably incurred by such member in connection with or resulting
from any claim, action, suit or proceeding to which such member may be or
become a party or in which such member may be or become involved by reason of
any action taken or failure to act under this Plan and against and from any and
all amounts paid by such member in settlement thereof (with the Company’s
written approval) or paid by such member in satisfaction of a judgment in any
such action, suit or proceeding, except a judgment in favor of the Company
based upon a finding of such member’s lack of good faith.  Indemnification pursuant to this provision
is subject to the condition that, upon the institution of any claim, action,
suit, or proceeding against such member, such member shall in writing give the
Company an opportunity, at its own expense, to handle and defend the same
before such member undertakes to handle and defend it on such member’s
behalf.  The foregoing right of
indemnification shall not be exclusive of any other right to which such member
may be entitled as a matter of law or otherwise, or any power that the Company
may have to indemnify or hold such member harmless.


 


7.                                                                                      AMENDMENT OR
TERMINATION.


 


(a)                                  The
Committee reserves the right at any time to amend, suspend, or terminate the
Plan in whole or in part and for any reason and without the consent of any
Participant or Beneficiary.


 


(b)                                 Notwithstanding
paragraph 7(b), no modification of the Plan by the Committee without approval
of the shareholders will materially increase the maximum amount allocated to a
Covered Employee or render any member of the Committee eligible for a bonus
award.  In addition, any modification to
the material terms of the Plan (i.e., employees eligible, business criteria on
which the Performance Goal is based, or maximum amount of bonus payable) shall
require shareholder approval prior to the payment of any benefit.


 


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8.                                                                                      GENERAL
LIMITATIONS AND PROVISIONS.


 


(a)                                  The
Company or its Affiliate, as the case may be, shall have the right to deduct
from payments of any kind otherwise due to a Participant any federal, state, or
local taxes of any kind required by law to be withheld with respect to the
vesting of or other lapse of restrictions applicable to a bonus awarded
hereunder.


 


(b)                                 Nothing
contained in the Plan shall give any Employee the right to be retained in the
employment of the Company or affect the right of the Company to dismiss or
terminate or modify the compensation or benefits of any Employee.  The adoption of the Plan shall not
constitute a contract between the Company and any Employee.  No Employee shall receive any right to be
granted an award hereunder nor shall any such award be considered as
compensation under any employee benefit plan of the Company except as otherwise
determined by the Board.


 


(c)                                  If
the Committee shall find that any person to whom any amount is payable under
the Plan is unable to care for his or her affairs because of illness or
accident, or is a minor, or has died, then any payment due him or her or his or
her estate (unless a prior claim therefor has been made by a duly appointed
legal representative), may, if the Committee so directs the Company, be paid to
his or her spouse, a child, a 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 Plan and the Company.


 


(d)                                 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.  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 his
or her bankruptcy or other event happening at any such time such amount would
be made subject to his or her debts or liabilities or would otherwise not be
enjoyed by him or her, then the Committee, if it so elects, may direct that
such amount be withheld and that the same or any part thereof be paid or
applied to or for the benefit of such person, his or her spouse, children or
other dependents, or any of them, in such manner and proportion as the
Committee may deem proper.


 


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(e)                                  The
Participant shall have no right, title, or interest whatsoever in or to any
investments which the Company may make to aid it in meeting its obligations hereunder.  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 Company and the
Employee or any other person.  To the
extent that any person acquires a right to receive payments from the Company
under this Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company.  All
payments to be made hereunder shall be paid in cash from the general funds of
the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payments of such amounts.


 


(f)                                    The
Plan shall be governed by and construed in accordance with the laws of the
State of Maryland  (but excluding
the choice of law rules thereof).


 


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EXHIBITS TO THE EXECUTIVE BONUS PLAN*


 


	
  Exhibit A

  	
  Exclusion From
  Affiliates

  



 












*      The
registrant agrees to furnish, supplementally, a copy of omitted Exhibit A upon
request.