REFERENCE TO A BONUS POOL
THAT IS ADJUSTED BY THE COMMITTEE ON AN EQUITABLE BASIS AS OF THE CHANGE OF
CONTROL DATE TO REFLECT THE SHORTENED PLAN YEAR (THE "ADJUSTED BONUS POOL").
PERFORMANCE TARGETS FOR THE PLAN YEAR SHALL NOT BE ADJUSTED OR PRO-RATED, EXCEPT
TO THE EXTENT NECESSARY TO APPLY THE CHANGE OF CONTROL ADJUSTMENT PRINCIPLES (AS
DEFINED BELOW).
IN DETERMINING THE ACHIEVEMENT OF PERFORMANCE TARGETS AND THE
PERCENTAGE OF THE MAXIMUM ANNUAL BONUS PAYABLE TO PARTICIPANTS FOR THE
APPLICABLE ADJUSTED PLAN YEAR, THE COMMITTEE SHALL APPLY THE FOLLOWING
PRINCIPLES: (X) THE COMMITTEE SHALL NOT CONSIDER OR GIVE EFFECT TO ANY
DISCRETIONARY BONUS COMPONENT OR SUBJECTIVE PERFORMANCE CRITERIA AND SHALL
EQUITABLY RE-WEIGHT ALL REMAINING AND APPLICABLE OBJECTIVE PERFORMANCE TARGETS
AND (Y) TO THE EXTENT POSSIBLE, THE COMMITTEE SHALL ANNUALIZE OR EXTRAPOLATE
PERFORMANCE AS OF THE CHANGE OF CONTROL DATE FOR THE ENTIRE PLAN YEAR (OR OTHER
APPLICABLE PERFORMANCE OR MEASUREMENT PERIOD) (THE "CHANGE OF CONTROL ADJUSTMENT
PRINCIPLES").
BY WAY OF EXAMPLE, IF A CHANGE OF CONTROL OCCURS DURING THE 2009
PLAN YEAR, APPLICATION OF THE CHANGE OF CONTROL ADJUSTMENT PRINCIPLES WOULD
RESULT IN THE DETERMINATION AND WEIGHTING OF A PARTICIPANT'S ANNUAL BONUS AS
FOLLOWS: (A) TWO-THIRDS BASED ON THE
COMPANY'S ACHIEVEMENT OF AFFO TARGETS, DETERMINED WITH REFERENCE TO THE
COMPANY'S ACTUAL AFFO THROUGH THE CHANGE OF CONTROL DATE, ANNUALIZED FOR THE
ENTIRE 2009 PLAN YEAR, (B) ONE-THIRD BASED ON THE COMPANY'S ACHIEVEMENT OF
LIQUIDITY TARGETS AS OF THE CHANGE OF CONTROL DATE AND (C) ELIMINATION OF THE
PORTION OF THE ANNUAL BONUS DETERMINED IN THE COMMITTEE'S DISCRETION.
(II)
IF A PARTICIPANT IS ELIGIBLE TO RECEIVE A DEFERRED BONUS,
(A)
IF SUCH DEFERRED BONUS RELATES TO THE PLAN YEAR THAT INCLUDES THE
CHANGE OF CONTROL DATE, THE AMOUNT OF PARTICIPANT'S ACTUAL DEFERRED BONUS SHALL
BE CALCULATED PURSUANT TO SECTION 6 OF THE PLAN, FOLLOWING APPLICATION OF THE
CHANGE OF CONTROL ADJUSTMENT PRINCIPLES, BUT WITH REFERENCE TO THE ADJUSTED
BONUS POOL; AND
(B)
IF SUCH DEFERRED BONUS RELATES TO ANY COMPLETED PLAN YEAR, THE
COMMITTEE SHALL ACCELERATE THE VESTING WITH RESPECT TO ANY UNVESTED AND UNPAID
PORTION OF SUCH DEFERRED BONUS.
(III)
A PARTICIPANT SHALL BE DEEMED TO HAVE EARNED A LONG-TERM BONUS
EQUAL TO THE PRODUCT OF (X) THE PARTICIPANT'S LONG-TERM BONUS POOL PERCENTAGE
FOR SUCH PLAN YEAR AND (Y) THE BONUS POOL, BUT PRO-RATED BY MULTIPLYING SUCH
AMOUNT BY A FRACTION, THE NUMERATOR OF WHICH SHALL BE THE NUMBER OF DAYS FROM
AND INCLUDING JANUARY 1 OF THE FIRST PLAN YEAR OF THE LONG-TERM BONUS
PERFORMANCE PERIOD TO AND INCLUDING THE CHANGE OF CONTROL DATE, AND THE
DENOMINATOR OF WHICH SHALL BE 1,096 (SUCH AMOUNT, THE "LONG-TERM BONUS COC
AMOUNT").
FOR PURPOSES OF THE FOREGOING, ALL APPLICABLE PERFORMANCE TARGETS
RELATING TO THE LONG-TERM BONUS SHALL BE DEEMED TO HAVE BEEN ACHIEVED IN FULL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LONG-TERM BONUS
COC AMOUNT SHALL BE PAID IN CASH TO A PARTICIPANT AT THE EARLIEST OF (I) NINE
MONTHS FOLLOWING THE CHANGE OF CONTROL DATE, (II) THE