ESTABLISHED BY THE COMMITTEE FOR A PERFORMANCE PERIOD; PROVIDED, HOWEVER, THAT
PERFORMANCE TARGETS THAT ARE INTENDED TO APPLY TO PERFORMANCE-BASED COMPENSATION
SHALL BE OBJECTIVELY DETERMINABLE AND BASED SOLELY ON ONE OR MORE OF THE
PERFORMANCE GOALS LISTED IN CLAUSES (1) THROUGH (11) OF THE DEFINITION OF
PERFORMANCE GOALS.
X.
"PROGRAM" MEANS A LONG TERM INCENTIVE COMPENSATION PROGRAM
COVERING ANY ONE PERFORMANCE PERIOD WITH ITS RESPECTIVE AWARDS, PERFORMANCE
GOALS, PERFORMANCE TARGETS, TARGET INCENTIVE PERCENTAGES AND GRANTEES.
Y.
"RETURN ON EQUITY" MEANS THE INTERNAL MEASURE OF THE COMPANY'S
RETURN ON EQUITY, USING: (1) FOR PROJECTS CONSTRUCTED BY THE COMPANY DURING THE
PERFORMANCE PERIOD THAT HAVE BEEN OPENED AT LEAST ONE YEAR, AN FFO YIELD (THE
COMPANY'S SHARE OF FUNDS FROM OPERATIONS FROM THE PROJECT DIVIDED BY THE AMOUNT
OF CAPITAL CONTRIBUTED TO THE PROJECT BY THE COMPANY) FOR THE CURRENT FISCAL
YEAR COMPARED AGAINST THE BOARD-APPROVED, BUDGETED FFO YIELD FOR THAT PROJECT,
(2) FOR PROPERTIES ACQUIRED BY THE COMPANY THAT ARE IN THEIR FIRST FULL YEAR OF
OWNERSHIP BY THE COMPANY (EXCEPT FOR THOSE PROJECTS UNDER SIGNIFICANT
REDEVELOPMENT, IN WHICH CASE THE MEASUREMENT PERIOD WILL BE THREE YEARS), AN FFO
YIELD FOR THE CURRENT FISCAL YEAR COMPARED AGAINST THE BOARD-APPROVED, BUDGETED
FFO YIELD FOR THAT PROJECT, (3) FOR TENANT CAPITAL, THE AGGREGATION OF
INCREMENTAL REVENUES FOR NEW TENANTS DIVIDED BY THE RECURRING AND NON-RECURRING
CAPITAL SPENT ON THAT TENANT COMPARED AGAINST THE BOARD-APPROVED, BUDGETED
MINIMUM RENT AND RECURRING AND NON-RECURRING CAPITAL, AND (4) FOR ABANDONED
PROJECT CAPITAL, THE AMOUNT OF ABANDONED PROJECT COSTS EXCEEDING $5 MILLION
DURING THE PERFORMANCE PERIOD.
Z.
"SALES PER SQUARE FEET" MEANS, AS DETERMINED BY THE COMMITTEE,
EITHER (1) GROSS SAME STORE SALES, OR (2) COMPARABLE SAME STORE SALES, IN EITHER
CASE CALCULATED AS TOTAL SALES PER SQUARE FEET.
AA.
"SECTION 162(M)" MEANS SECTION 162(M) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND THE REGULATIONS THEREUNDER, AS AMENDED FROM TIME TO TIME.
BB.
"TARGET INCENTIVE PERCENTAGE" MEANS THE PERCENTAGE OF A GRANTEE'S
BASE SALARY THAT MAY BE EARNED FOR DIFFERENT LEVELS OF ACHIEVEMENT OF THE
PERFORMANCE TARGETS FOR A PERFORMANCE PERIOD AS PART OF THE GRANTEE'S AWARD.
THIS PERCENTAGE IS FIXED AT THE
7
BEGINNING OF THE PERFORMANCE PERIOD CONSISTENT WITH GRANTEE'S POSITION AT THE
COMMENCEMENT OF SUCH PERIOD.
CC.
"TOTAL SHAREHOLDER RETURN" MEANS THE TOTAL RETURN ON THE COMMON
STOCK TO AN INVESTOR CONSISTING OF SHARE PRICE APPRECIATION PER SHARE, PLUS
DIVIDENDS PER SHARE.
III.
PARTICIPATION
Participation in the Program shall be limited to those full-time executives of
the Company at or above the Vice President level, who in the opinion of the
Committee, are in a position to make a significant contribution to the growth
and profitability of the Company.
On the Determination Date for each Program,
the Grantees and/or class of Grantees for such Program will be chosen by the
Committee.
Such designation shall be made in writing.
To the extent that any
individual first becomes an employee of the Company at or above the Vice
President level after the Determination Date