FAITH DISCRETION
DURING ANY PLAN YEAR IN ORDER TO ACCOUNT FOR ANY CORPORATE TRANSACTION INVOLVING
THE COMPANY (WHETHER OR NOT A CHANGE OF CONTROL), CHANGES TO THE COMPANY'S
CAPITAL STRUCTURE, PREVAILING MARKET AND ECONOMIC CONDITIONS, OR CHANGES TO
ACCOUNTING RULES, OR AS OTHERWISE MAY BE REQUIRED BY LAW OR THE ECONOMIC NEEDS
OF THE COMPANY; PROVIDED, HOWEVER, THAT ANY ADJUSTMENT BY THE COMMITTEE SHALL IN
NO EVENT ADVERSELY AFFECT THE RIGHTS OF THE PARTICIPANTS HEREUNDER.
5.
ANNUAL BONUS
(A)
IF GRANTED AN ANNUAL BONUS POOL PERCENTAGE BY THE COMMITTEE, A
PARTICIPANT WILL BE ELIGIBLE TO RECEIVE AN ANNUAL BONUS WITH RESPECT TO A PLAN
YEAR.
ANNUAL BONUSES SHALL BE TIED TO THE COMPANY'S PERFORMANCE FOR THE
RELEVANT PLAN YEAR.
PERFORMANCE GOALS AND TARGETS FOR THE PLAN YEAR SHALL BE
DETERMINED BY THE COMMITTEE ON AN ANNUAL BASIS.
THE COMMITTEE SHALL ALSO
ESTABLISH RANGES WITHIN SUCH PERFORMANCE TARGETS THAT CORRESPOND TO THE PAYOUT
OF DIFFERENT FIXED PERCENTAGES OF A PARTICIPANT'S MAXIMUM ANNUAL BONUS (AS
DEFINED IN SECTION 5(B), BELOW).
BY WAY OF EXAMPLE, 100 PERCENT ACHIEVEMENT OF
THE APPLICABLE AFFO TARGET SHALL CORRESPOND TO THE PAYOUT OF 100 PERCENT OF THE
PORTION OF A PARTICIPANT'S MAXIMUM ANNUAL BONUS WEIGHTED WITH REFERENCE TO SUCH
AFFO TARGET, WHILE ACHIEVEMENT OF A LOWER AFFO FOR THE PLAN YEAR WILL CORRESPOND
TO PAYOUT OF A LOWER PERCENT OF SUCH PORTION OF THE MAXIMUM ANNUAL BONUS.
ANNUAL BONUS PERFORMANCE TARGETS AND PAYOUT RANGES FOR THE 2009 PLAN YEAR ARE
SET FORTH ON EXHIBIT A HERETO AND ANNUAL PERFORMANCE TARGETS AND PAYOUT RANGES
FOR SUBSEQUENT PLAN YEARS SHALL BE SET FORTH ON SEPARATE EXHIBITS HERETO.
EXHIBIT A SHALL ALSO SERVE AS AN ILLUSTRATION OF THE OPERATION OF THE ANNUAL
BONUS AND PAYMENT THEREOF.
(B)
THE AMOUNT OF A PARTICIPANT'S MAXIMUM ANNUAL BONUS WILL BE EQUAL
TO THE PRODUCT OF (X) THE PARTICIPANT'S ANNUAL BONUS POOL PERCENTAGE, AND
(Y) THE BONUS POOL (THE "MAXIMUM ANNUAL BONUS").
FOR THE 2009 PLAN YEAR, A
PARTICIPANT'S ANNUAL BONUS WILL BE WEIGHTED AS FOLLOWS: (I) 50 PERCENT BASED ON
THE COMPANY'S ACHIEVEMENT OF AFFO TARGETS FOR THE PLAN YEAR, (II) 25 PERCENT
BASED ON THE COMPANY'S ACHIEVEMENT OF LIQUIDITY TARGETS FOR THE PLAN YEAR, AND
(III) 25 PERCENT DETERMINED IN THE COMMITTEE'S DISCRETION, AS SET FORTH ON
EXHIBIT A HERETO.
SUCH WEIGHTING MAY BE CHANGED FROM YEAR-TO-YEAR AND SHALL BE
SET FORTH ON SUBSEQUENT EXHIBITS HERETO.
THE AMOUNT OF A PARTICIPANT'S ACTUAL
ANNUAL BONUS SHALL BE CALCULATED AT THE END OF THE RELEVANT PLAN YEAR AND SHALL
EQUAL SUCH PORTION OF THE PARTICIPANT'S MAXIMUM ANNUAL BONUS THAT CORRESPONDS TO
THE PAYOUT RANGE(S) WITHIN THE PERFORMANCE TARGETS ACTUALLY ACHIEVED BY THE
COMPANY, WEIGHTED AS SET FORTH ABOVE.
(C)
A PARTICIPANT'S ANNUAL BONUS, IF ANY, SHALL BE PAID IN CASH IN A
LUMP-SUM, IN THE YEAR FOLLOWING THE PLAN YEAR TO WHICH SUCH ANNUAL BONUS
RELATES, WITHIN TEN DAYS AFTER THE COMPANY HAS RECEIVED ITS APPROVED AUDITED
FINANCIAL STATEMENTS FOR SUCH PLAN YEAR, BUT IN NO EVENT LATER THAN DECEMBER 31
OF SUCH