BE APPROPRIATE TO GIVE EFFECT TO
THE INTENDED PURPOSE OF THE AWARDS: OR
(10)
A CHANGE IN CONTROL.
provided, however that any such adjustments relating to Awards of
Performance-Based Compensation must be objectively determinable and shall
otherwise be made at such time or times and in such a manner as will not cause
such Awards to fail to qualify as Performance-Based Compensation.
D.
INDIVIDUAL PERFORMANCE GOALS MAY BE EQUITABLY ADJUSTED BY THE
COMPANY AS IT DETERMINES TO BE APPROPRIATE, IN LIGHT OF CORPORATE EVENTS,
CHANGES IN RESPONSIBILITIES, OR THE EVENTS DESCRIBED IN SECTIONS IV.C (8),
(9) OR (10) ABOVE.
E.
THE COMPANY PERFORMANCE GOALS TO BE USED FOR THE INITIAL PROGRAM
SHALL BE GROWTH IN FUNDS FROM OPERATIONS PER SHARE, RETURN ON EQUITY, SALES PER
SQUARE FEET, AND TOTAL SHAREHOLDER RETURN.
THE COMPANY PERFORMANCE GOALS FOR
SUBSEQUENT PROGRAMS SHALL BE SET BY THE COMMITTEE, IN ITS SOLE DISCRETION.
9
V.
VALUATION AND PAYMENT OF AWARDS
EXCEPT AS OTHERWISE PROVIDED IN SECTION VI HEREOF, NO AWARD SHALL BE EARNED AND
NO PAYMENT OF AN AWARD SHALL BE MADE TO ANY GRANTEE PRIOR TO THE END OF A
PERFORMANCE PERIOD.
A.
AS SOON AS PRACTICABLE FOLLOWING THE COMPLETION OF EACH
PERFORMANCE PERIOD (INCLUDING SUCH TIME AS IS NECESSARY FOR THE COMMITTEE TO
OBTAIN ALL INFORMATION NEEDED TO DETERMINE THE ACHIEVEMENT OF THE RELEVANT
PERFORMANCE TARGETS), THE COMMITTEE SHALL MEASURE THE ACHIEVEMENT OF THE
PERFORMANCE TARGETS FOR SUCH PERFORMANCE PERIOD AND CALCULATE THE VALUE OF EACH
AWARD BASED ON THE AWARD VALUATION SCHEDULE.
B.
IN THE CASE OF AN AWARD THAT IS NOT MEANT TO QUALIFY AS
PERFORMANCE-BASED COMPENSATION, THE COMMITTEE MAY ESTABLISH DIFFERENT
PERFORMANCE TARGETS OR MAY MODIFY ONE OR MORE PREVIOUSLY ESTABLISHED PERFORMANCE
TARGETS FOR ONE OR MORE YEARS DURING ANY PERFORMANCE PERIOD, IN WHICH CASE THE
ULTIMATE AWARD FOR SUCH PERFORMANCE PERIOD SHALL BE BASED ON THE AVERAGE OF THE
RESULTS AGAINST THE PERFORMANCE TARGETS SET FOR EACH OF THE YEARS DURING THE
PERFORMANCE PERIOD.
C.
WITH RESPECT TO ALL AWARDS OF PERFORMANCE-BASED COMPENSATION
GRANTED FOR ANY PERFORMANCE PERIOD, THE COMMITTEE SHALL CERTIFY IN WRITING THE
LEVEL OF ACHIEVEMENT AND VALUE OF SUCH AWARDS.
THE MAXIMUM VALUE OF ANY AWARD
FOR ANY PERFORMANCE PERIOD CANNOT EXCEED $4 MILLION.
D.
THE FOLLOWING EXAMPLE ILLUSTRATES A CALCULATION FOR A HYPOTHETICAL
AWARD MADE FOR A SENIOR VICE PRESIDENT WITH A TARGET INCENTIVE PERCENTAGE OF 70%
OF AVERAGE BASE SALARY FOR THE PERFORMANCE PERIOD COVERING 2002, 2003 AND 2004
(THE "2002 AWARD").
Assume:
(1)
THE COMPANY PERFORMANCE TARGETS FOR THE 2002 AWARD ARE TOTAL
SHAREHOLDER RETURN, GROWTH IN FFO PER SHARE, GROWTH IN SALES PER SQUARE FEET AND
RETURN ON EQUITY.
(2)
THE 2002 AWARD IS BASED 70% ON THE COMPANY PERFORMANCE AGAINST THE
ABOVE REFERENCED PERFORMANCE TARGETS AND 30% ON ACHIEVEMENT OF INDIVIDUAL
OBJECTIVES.
(3)
THE 2002 AWARD IS BASED ON AVERAGE BASE SALARY AS OF APRIL 1 FOR
EACH OF 2002, 2003 AND 2004, AND THAT BASE SALARY OF $200,000, $205,000 AND
$210,000 IS PAID IN EACH OF 2002, 2003 AND