2004 RESPECTIVELY.
(4)
THE PERFORMANCE TARGETS ARE WEIGHTED FOR EACH GRANTEE RELATIVE TO
THEIR EXPECTED IMPACT ON THE RESULTS OF EACH PERFORMANCE TARGET.
FOR
ILLUSTRATION PURPOSES, ASSUME A WEIGHTING OF 10% FOR TOTAL SHAREHOLDER
10
RETURN AND 30% FOR EACH OF GROWTH IN FFO PER SHARE, GROWTH IN SALES PER SQUARE
FEET AND RETURN ON EQUITY.
(5)
ACTUAL ANNUAL RESULTS FOR TOTAL SHAREHOLDER RETURN, GROWTH IN FFO
PER SHARE, GROWTH IN SALES PER SQUARE FEET AND RETURN ON EQUITY ARE AT TARGET
FOR EACH YEAR IN THE PERFORMANCE PERIOD.
FURTHER, ACHIEVEMENT OF INDIVIDUAL
PERFORMANCE GOALS IS AT TARGET.
(6)
THEN:
The 2002 Award for the Grantee payable in April 2005 would be determined as
shown below:
•
SVP
•
Average Base Salary for the Performance Period is $205,000.
•
Target Incentive Percentage is 70% ($143,500)
•
The 2002 Award equals (i) Average Base Salary, multiplied by (ii) the
percentage of target achieved for each Performance Target, multiplied by
(iii) the weighting for such Performance Target, multiplied by (iv) Target
Incentive Percentage.
(ii)
(iii)
(iv)
Performance
Target
Performance
as % of
Target
Weighting
Target
%
Payout Dollars
Total Award
Total Shareholder Return
Target(100%)
10% of 70%
70%
10,045
$
10,045
Sales/Square Feet
Target(100%)
30% of 70%
70%
30,135
$
30,135
FFO/Share
Target(100%)
30% of 70%
70%
30,135
$
30,135
Return on Equity
Target(100%)
30% of 70%
70%
30,135
$
30,135
Individual Performance
Target(100%)
100% 0f 30%
70%
43,050
$
43,050
Total
$
143,500
Each of the four Company Performance Targets shall have established target
performance objectives.
For example, Total Shareholder Return and growth in FFO
Per Share will be targeted at a percentage of median performance as compared to
an agreed-to peer group.
Return on Equity and growth in Sales Per Square Feet
will be targeted to reach a percentage of Board-approved budgets.
Performance
achievement below established target levels will have a decelerated payout.
Achievement below 80% of the established Performance Target will result in no
payout for that Performance Target.
In addition, aggregate average
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achievement for all Company Performance Targets over a Performance Period below
75% will result in no payout for that Performance Period.
E.
AWARDS THAT HAVE BEEN EARNED SHALL BE PAYABLE IN A CASH LUMP SUM,
UNLESS OTHERWISE DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION ON OR PRIOR
TO THE DETERMINATION DATE OF ANY PERFORMANCE PERIOD, IN WHICH CASE SUCH AWARD
MAY BE PAYABLE IN THE FORM OF ANY EQUITY AWARD OR ANY COMBINATION OF AN EQUITY
AWARD AND A CASH LUMP SUM, AS DETERMINED BY THE COMMITTEE.
THE COMMITTEE, IN
ITS SOLE DISCRETION, MAY ALLOW THE GRANTEES TO ELECT, ON OR PRIOR TO THE
DETERMINATION DATE OF ANY PERFORMANCE PERIOD, TO RECEIVE AN EQUITY AWARD IN LIEU
OF CASH AND IN THAT EVENT, SUCH EQUITY AWARDS SHALL BE VALUED AS OF THE ELECTION
DATE OR PAYMENT DATE.
ANY EQUITY AWARDS ISSUED PURSUANT TO THE PROGRAM SHALL BE
FUNDED THROUGH THE COMPANY'S 2004 STOCK INCENTIVE PLAN IN ACCORDANCE WITH
COMMITTEE'S AUTHORITY TO GRANT