exhibit104formofpspaward






                                                                                                                                                                  EXHIBIT 10.4                                   FORM OF                          AWARD CERTIFICATE                 Duke Realty Corporation 2010 Performance Share Plan  Participant Name:   Name  Award Date:    You have been awarded the following grant of Performance Shares under the Duke Realty Corporation  2010 Performance Share Plan.  Capitalized terms not otherwise defined in this Award Certificate are as  defined in the 2010 Performance Share Plan.   Performance Period   Target Value of Award on Award Date:       $XX,XXX   Fair Market Value of a Share on February 10, 2020: $XX.XX  Target Number of Performance Shares:       X,XXX   The number of Shares actually issued upon settlement of this award will equal the sum of (a) the target  number of Performance Shares times the Combined Payout Percentage (“Earned Performance Shares”),  plus (b) the number of additional Shares that would have been accumulated if the Earned Performance  Shares had been issued by the Company on the first day of the Performance Period and all dividends paid  by the Company with respect to such Shares had been reinvested in Company Shares at a price equal to the  Fair Market Value of one Share on the ex-dividend date.  In no event will dividend equivalent shares be  issued with respect to Performance Shares that are not earned.  The Combined Payout Percentage shall  equal the simple average of the AFFO Payout Percentage and the Total Shareholder Return (“TSR”) Payout  Percentage as determined under the following tables.       Performance   Average Annual Growth in AFFO per AFFO Payout        Level       Share for the Performance Period  Percentage   Superior   Target   Threshold       Performance   Annualized TSR Percentile Rank for  TSR Payout        Level           the Performance Period        Percentage   Outperformance    Superior   Target   Threshold 





 






The AFFO Payout Percentage shall be interpolated between the Threshold and Target performance levels  and between the Target and Superior performance levels, with the maximum Payout Percentage equal to  200%.  The TSR Payout Percentage shall be interpolated between the Threshold and Target performance  levels and the Target and Superior performance levels.  For example, if the Average Annual Growth in  AFFO per Share for the Performance Period was 1.5% and the Annualized TSR for the Performance  Period was in the 70th Percentile, then the Combined Payout Percentage would equal 127.5%:  the sum of  [(a) 75% (AFFO Payout Percentage) and, (b) 180% (TSR Payout Percentage),] divided by 2.  A payout  percentage shall be zero percent if the threshold performance level is not attained.   Average Annual Growth in AFFO Per Share Computation  Except as provided below in the case of a Change in Control, Average Annual Growth in AFFO per Share  shall mean the simple average of the Annual Growth in AFFO per Share for the three calendar years of the  Performance Period.  Annual Growth in AFFO per Share for a calendar year shall mean the percentage by  which AFFO per Share for the applicable calendar year exceeds AFFO per Share for the prior calendar  year. Growth in AFFO per Share may be a negative percentage.  AFFO per Share shall be computed in a  consistent manner from year to year and in accordance with disclosures made by the Company in its SEC  filings or applicable supplemental data filed on the Company’s website.  In general, AFFO means core  Funds  from  Operations  less  recurring  building  improvements  and  total  second  generation  capital  expenditures (the leasing of vacant space that had previously been under lease by the company is referred  to  as  second  generation  lease  activity)  related  to  leases  commencing  during  the  reporting  period   and  adjusted  for  certain  non-cash  items   including  straight  line  rental  income  and  expenses,  non-cash  components  of  interest  expense  and  stock  compensation  expense,  and  after  similar  adjustments  for  unconsolidated partnerships and joint ventures.   Annualized TSR Computation   Except as provided below in the case of a Change in Control, Annualized TSR for the Performance Period  shall mean the annualized return, assuming annual compounding, that would cause (a) the Fair Market  Value of one share of Stock on the date immediately preceding the beginning of the Performance Period,  to equal (b) the sum of (i) the Fair Market Value of one share of Stock at the end of the Performance Period  and (ii) the cumulative value of the Company’s dividends paid over the Performance Period, assuming the  reinvestment of such dividends into Stock on each ex-dividend date.     The Company’s Annualized TSR for the Performance Period shall be compared to the Annualized TSR for  the Performance Period computed in a consistent manner for the following companies (“Peer Group”):         Peer #1        Peer #2        Peer #3        Peer #4        Peer #5        Peer #6        Peer #7        Peer #8        Peer #9        Peer #10        Peer #11   Percentile  Rank  shall  mean  the  percentage  that  is  (a)  the  number  of  Peer  Group  companies  with  an  Annualized  TSR that  is less than  the  Company’s  Annualized  TSR,  divided  by  (b)  the  total number  of  companies in the Peer Group.  For example, if five of the Peer Group companies had an Annualized TSR 





 






over the Performance Period that was less than the Company’s Annualized TSR, the Annualized TSR for  the Performance Period would be in the 45th percentile [5/11].   In the event any of the companies in the Peer Group cease to be traded on a nationally recognized stock  exchange  during  the  Performance  Period,  such  company  shall  be  removed  from  the  Peer  Group  and  excluded from the percentile computations.  However, if the reason for the cessation of trading was due to  bankruptcy, insolvency or, at the discretion of the Committee, the acquisition of the company as the result  of financial distress, the Annualized TSR performance of such company will be treated as underperforming  the Company’s Annualized TSR.   Additionally, if, prior to the end of the Performance Period, a public announcement is made that states that  any member of the Peer Group will cease to be traded on a nationally recognized stock exchange as a result  of a capital transaction that will not close until after the end of the Performance Period, then such Peer shall  be removed from the Peer Group and excluded from the percentile computations.     With  regard  to  the  Outperformance  payout  level  under  the  TSR  metric,  Absolute  TSR  shall  mean  the  Company’s annualized TSR for the Performance Period, computed as described above.   Retirement Provisions     “Retirement” means Participant’s termination of employment with the Company or an Affiliate, other than  a Termination for Cause, on or after Participant attains the age of 55 years provided that, as of the date of  termination, the sum of the number of whole years of Participant’s employment with the Company or an  Affiliate plus Participant’s age totals at least 65 years.    Compensation Recoupment Policy     This Award shall be subject to any compensation recoupment policy of the Company that is applicable by  its terms to Participant and to Awards of this type.   Change in Control Provisions   For purposes of Section 5.8 of the Performance Share Plan:      •  If a Change in Control occurs prior to the second anniversary of the beginning of the Performance        Period, the AFFO per Share performance level shall be deemed to be at target and, therefore, the        AFFO Payout Percentage shall be 100%.  If a Change in Control occurs on or after the second        anniversary of the beginning of the Performance Period and prior to the end of the Performance        Period,  the  Average  Annual  Growth  in  AFFO  per  Share  shall  equal  the  simple  average  of the        Annual Growth in AFFO per Share for the first two calendar years of the Performance Period, and        the AFFO Payout Percentage shall be determined accordingly.      •  If a Change in Control occurs prior to the second anniversary of the beginning of the Performance        Period, the Annualized TSR and Absolute TSR performance levels shall be deemed to be at target        and, therefore, the TSR Payout Percentage shall be 100%.  If a Change in Control occurs on or after        the second anniversary of the beginning of the Performance Period and prior to the end of the        Performance Period, the Annualized TSR shall be determined based on the number of full and        partial years from the beginning of the Performance Period to the date of the Change in Control.         The Absolute TSR, if applicable, shall be determined based on the number of full and partial years        from the beginning of the Performance Period to the date of the Change in Control. 





 






Additional Rights with Respect to Performance Shares      •  Without  duplication  with  the  provisions  of  Article  15  of  the  Equity  Incentive  Plan,  if  (i)  the        Company  shall  at  any  time  be  involved  in  a  merger,  consolidation,  dissolution,  liquidation,        reorganization, exchange of shares, sale of all or substantially all of the assets or capital stock of        the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split,        stock combination, reclassification, recapitalization, spin-off, or other similar change in the capital        structure of the Company, or any distribution to holders of Common Stock other than ordinary cash        dividends, shall occur, or (iii) any other event shall occur which, in each case in the judgment of        the Committee, necessitates action by way of adjusting the terms of this Award, then and in that        event, the Committee shall take such action, if any, as it determines to be reasonably required to        maintain the Participant’s rights hereunder so that they are substantially proportionate to the rights        existing under this Agreement prior to such event, including, but not limited to, substitution of other        awards or modification of performance targets and performance periods, under the Equity Incentive        Plan.        _________________________________________________________________________ By your signature and the Company’s signature below, you and the Company agree that these grants are  awarded under and governed by the terms and conditions of the Duke Realty Corporation 2010  Performance Share Plan and this Award Certificate.    PARTICIPANT   _______________________________________         __________________  Name  Date   COMPANY  Duke Realty Corporation    _____________________________________   __________________  By:  [Name]                               Date  [Title]