TO IMPLEMENT A RECAPITALIZATION OF THE COMPANY (OR
SIMILAR TRANSACTION) IN WHICH NO PERSON IS OR BECOMES THE BENEFICIAL OWNER,
DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE COMPANY REPRESENTING 35 PERCENT OR
MORE OF THE COMBINED VOTING POWER OF THE THEN OUTSTANDING SECURITIES OF THE
COMPANY; OR
(III)
THE CONSUMMATION OF AN AGREEMENT FOR THE SALE OR DISPOSITION BY
THE COMPANY OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY APPROVED BY
THE STOCKHOLDERS OF THE COMPANY.
(N)
"CODE" MEANS INTERNAL REVENUE CODE OF 1986, AS AMENDED.
(O)
"COMMITTEE" MEANS THE COMPENSATION COMMITTEE OF THE BOARD.
(P)
"DEFERRED BONUS" MEANS A BONUS DETERMINED AND PAID PURSUANT TO
SECTION 6.
(Q)
"DEFERRED BONUS POOL PERCENTAGE" MEANS A PERCENTAGE OF THE BONUS
POOL AWARDED TO A PARTICIPANT AND PAYABLE IN THE FORM OF A DEFERRED BONUS UNDER
THIS PLAN.
(R)
"DISABILITY" MEANS, UNLESS OTHERWISE PROVIDED IN THE
PARTICIPANT'S SERVICE AGREEMENT (IF ANY), A DISABILITY WHICH RENDERS THE
PARTICIPANT INCAPABLE OF PERFORMING ALL OF HIS OR HER MATERIAL DUTIES FOR A
PERIOD OF AT LEAST 180 CONSECUTIVE OR NON-CONSECUTIVE DAYS DURING ANY
CONSECUTIVE TWELVE-MONTH PERIOD.
(S)
"DPO" MEANS A DISCOUNTED PAYOFF OF A LOAN IN ADVANCE OF ITS FINAL
MATURITY DATE.
(T)
"EFFECTIVE DATE" MEANS JULY 21, 2009, THE DATE THIS PLAN WAS
APPROVED BY THE COMMITTEE.
(U)
"EQUITY ADJUSTED AFFO" MEANS AFFO, PLUS DIVIDENDS PAID ON THE
COMPANY'S PREFERRED STOCK AND TRUST PREFERRED SECURITIES.
(V)
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(W)
"FFO" MEANS FUNDS FROM OPERATIONS AS COMPUTED IN ACCORDANCE WITH
THE STANDARDS ESTABLISHED BY THE NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT
TRUSTS, AS NET INCOME OR LOSS (COMPUTED IN ACCORDANCE WITH GAAP), EXCLUDING
GAINS OR LOSSES FROM SALES OF DEPRECIABLE PROPERTIES, THE CUMULATIVE EFFECT OF
CHANGES IN ACCOUNTING PRINCIPLES, REAL ESTATE-RELATED DEPRECIATION AND
AMORTIZATION, AND AFTER ADJUSTMENTS FOR UNCONSOLIDATED/UNCOMBINED PARTNERSHIPS
AND JOINT VENTURES.
FOR PURPOSES OF THIS DEFINITION, FFO SHALL ALSO EXCLUDE
SFAS 144 IMPAIRMENT CHARGES RELATING TO SALES OF DEPRECIABLE PROPERTIES WHICH
OTHERWISE WOULD HAVE BEEN INCLUDED IN THE GAIN/LOSS FROM SALE OF SUCH
PROPERTIES.
(X)
"LIQUIDITY" MEANS, AS OF A PARTICULAR DATE OF DETERMINATION, THE
SUM OF THE BALANCE SHEET LIQUIDITY AND CDO LIQUIDITY.
(Y)
"LONG-TERM BONUS" MEANS A BONUS DETERMINED AND PAID PURSUANT TO
SECTION 7.
(Z)
"LONG-TERM BONUS PERFORMANCE PERIOD" MEANS THE THREE-YEAR PERIOD
COMMENCING ON JANUARY 1 OF A PLAN YEAR AND ENDING ON DECEMBER 31 OF THE SECOND
CALENDAR YEAR THAT FOLLOWS SUCH PLAN YEAR.
THE FIRST LONG-TERM BONUS
PERFORMANCE PERIOD RUNS FROM JANUARY 1, 2009 THROUGH DECEMBER 31, 2011.
THERE
SHALL BE OVERLAPPING LONG-TERM BONUS PERFORMANCE PERIODS.
(AA)
"LONG-TERM BONUS POOL PERCENTAGE" MEANS A PERCENTAGE OF THE BONUS
POOL AWARDED TO A PARTICIPANT AND PAYABLE IN THE FORM OF A LONG-TERM BONUS UNDER
THIS PLAN.
(BB)
"NORTHSTAR ADJUSTED EQUITY CAPITAL" MEANS THE COST BASIS OF THE
COMPANY'S STOCK, PREFERRED STOCK AND TRUST PREFERRED SECURITIES AS OF JANUARY 1,
2009, AS ADJUSTED FOLLOWING JANUARY 1, 2009 (EXCEPT AS PROVIDED BELOW) AS
FOLLOWS:
(I) MINUS REALIZED LOSSES