DETAIL SUCH EVENT AND DEMANDING CORRECTION OR
REMEDY:
(1)
THE RELOCATION OF THE GRANTEE'S PRINCIPAL OFFICE TO A LOCATION
THAT IS MORE THAN FIFTY (50) MILES FROM THE COMPANY'S HEADQUARTERS AS OF THE
GRANTEE'S DATE OF HIRE OR FUTURE WASHINGTON, D.C. AREA HEADQUARTERS OR A
RELOCATION OF THE GRANTEE'S PRINCIPAL OFFICE LOCATION THAT RESULTS IN AN
INCREASE OF FIFTY (50) MILES OR MORE IN THE DISTANCE OF THE GRANTEE'S COMMUTE;
(2)
A FAILURE BY THE COMPANY TO PAY OR PROVIDE FOR ANY EARNED BASE
SALARY, EARNED ANNUAL BONUS, EARNED LTIP AWARD, OR ANY OTHER EARNED MATERIAL
COMPENSATION OR BENEFITS REQUIRED TO BE PAID OR PROVIDED FOR BY THE COMPANY, IN
EACH CASE WHEN DUE;
(3)
A REDUCTION BY THE COMPANY IN THE GRANTEE'S BASE SALARY, EXCEPT AS
PART OF A SALARY REDUCTION PROGRAM APPROVED BY THE BOARD THAT IS GENERALLY
APPLICABLE TO EXECUTIVES OF THE COMPANY IN THE SAME OR SIMILAR POSITIONS AS THAT
OF THE GRANTEE; OR
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(4)
THE FAILURE OF THE COMPANY TO OBTAIN A SATISFACTORY AGREEMENT FROM
ANY SUCCESSOR TO THE COMPANY TO ASSUME AND PERFORM THE OBLIGATIONS OF THE
COMPANY HEREUNDER (AFTER TAKING INTO ACCOUNT ANY ACTION OF THE BOARD PURSUANT TO
SECTION V.F. HEREOF).
R.
"GRANTEE" MEANS A FULL-TIME EXECUTIVE OF THE COMPANY AT OR ABOVE
THE VICE PRESIDENT LEVEL, WHO HAS BEEN DESIGNATED BY THE COMMITTEE TO RECEIVE AN
AWARD UNDER THE PROGRAM.
S.
"Limited Partnership" means The Mills Limited Partnership, a
Delaware limited partnership.
T.
"Performance-Based Compensation" means an Award that is intended
to qualify as "other performance-based compensation" for purposes of
Section 162(m).
U.
"PERFORMANCE GOALS" SHALL MEAN ONE OR MORE OF THE FOLLOWING
PERFORMANCE MEASURES:
(1)
GROWTH IN FUNDS FROM OPERATIONS;
(2)
RETURN ON INVESTED CAPITAL;
(3)
TENANT SALES;
(4)
TOTAL SHAREHOLDER RETURN;
(5)
TOTAL STOCKHOLDER RETURN (ON A COMPARABLE BASIS) OF A PUBLICLY
AVAILABLE INDEX, SUCH AS, BUT NOT LIMITED TO THE STANDARD & POOR'S 500 STOCK
INDEX;
(6)
RETURN ON EQUITY BASED UPON CASH FLOW (CALCULATED AS CASH FLOW
DIVIDED BY EQUITY ADJUSTED FOR NON-RECURRING TENANT CAPITAL AND PROJECTS
ABANDONED IN EXCESS OF $5 MILLION);
(7)
PRETAX EARNINGS;
(8)
EARNINGS BEFORE INTEREST EXPENSE, TAXES, DEPRECIATION AND
AMORTIZATION;
(9)
PRETAX OPERATING EARNINGS AFTER INTEREST EXPENSE AND BEFORE
BONUSES, SERVICE FEES AND EXTRAORDINARY OR SPECIAL ITEMS;
(10)
OPERATING MARGIN;
(11)
EARNINGS PER SHARE;
(12)
RETURN ON INVESTMENT;
(13)
RATIO OF DEBT TO SHAREHOLDER'S EQUITY;
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(14)
SUCH OTHER PERFORMANCE MEASURES AS MAY BE SELECTED BY THE COMMITTEE
(INCLUDING, BUT NOT LIMITED TO, SALES PER SQUARE FEET AND FFO PER SHARE); AND/OR
(15)
SUCH INDIVIDUAL PERFORMANCE OBJECTIVES, WHICH MAY VARY FROM GRANTEE
TO GRANTEE, AS MAY BE SET BY THE COMPANY.
V.
"PERFORMANCE PERIOD" MEANS THE PERIOD OF THREE CONSECUTIVE FISCAL
YEARS, OR SUCH LESSER PERIOD AS DETERMINED BY THE COMMITTEE, DURING WHICH AWARDS
MAY BE EARNED UNDER A PROGRAM, COMMENCING ON THE FIRST DAY OF THE FIRST FISCAL
YEAR, OR SUCH OTHER DAY AS DETERMINED BY THE COMMITTEE.
W.
"PERFORMANCE TARGETS" MEANS THE SPECIFIC PERFORMANCE GOALS THAT ARE