Allocation of Performance Pool. The Committee shall determine the Total Value of each Participant’s Award (or all Awards in case of multiple Awards to a particular Participant for the same Performance Period) with respect to the Performance Period for which a Performance Pool has been generated. The Total Value of a Senior Participant’s Award shall be the fixed percentage specified in his or her Award and, unless the Committee determines otherwise, if his or her award is forfeited prior to the Valuation Date, his or her portion of the Performance Pool shall be added to the portion available for Participants who are not Senior Participants (such portion, as so adjusted if applicable, the “Allocable Performance Pool”). The Total Value of the Award of each Participant who is not a Senior Participant shall be calculated by multiplying the Allocable Performance Pool by a fraction, # the numerator of which shall be the Participation Points held by such Participant with respect to such Performance Period (after giving effect to all Awards to such Participant with respect to the applicable Performance Period and any forfeitures of Awards by such Participant with respect to the applicable Performance Period) and # the denominator of which shall be the Total Participation Points outstanding for the Performance Period (after giving effect to all Awards to all Participants with respect to the applicable Performance Period and any forfeitures of Awards by any Participants with respect to the applicable Performance Period). The Total Value of each Award shall be bifurcated, concurrently with the Committee’s determination in accordance with this [Section 2.3], into the Immediate Vesting Amount and the Deferred Vesting Amount.

Determination of Performance Pool. As soon as practical following the Valuation Date of a Performance Period, the Committee shall determine the size of the Performance Pool in accordance with the following steps: # determine the Relative Baseline and the Ending Value, # subtract the Relative Baseline from the Ending Value, # multiply the resulting amount by three percent (3%); provided that in no event shall the Performance Pool exceed an amount equal to the Dollar-Based Cap. If the Performance Pool is not a positive number, no amount shall be payable to any Participant with respect to such Performance Period. If the Performance Pool is a positive number, the Committee shall certify in writing the size of the Performance Pool.

"Eligible Employee" shall mean an Employee who pursuant to [Section 5.1] hereof has been selected to share in the allocation of the Performance Recognition Pool for any given year.

Allocation of the Award Pool:

The total pool for Personal/Team performance component of Plan awards for participants in Grades A through E would typically average 10 percent of the Base Compensation of participants, if the OP meets or exceeds target. The total pool for Personal/Team performance component for participants in Grade EE would typically average 5 percent of the Base Compensation of participants, if the OP meets or exceeds target. Performance below target could result in the total pool being reduced to a lesser amount. The Business Unit Executive and the Executive Staff will decide allocation of the pool among eligible participants based on their performance throughout the Plan year relative to achieving established goals and objectives.

Pool Composition. The Borrower shall at all times maintain at least ten (10) Unencumbered Properties (other than Suspended Unencumbered Properties) with a minimum aggregate Value of not less than ​;

2 Term of the Pool Agreements

The Company calculates, based on the Company’s performance through the end of the year, the performance at the corporate level, and for each Business Area or Commercial Area at the Business Area or Commercial Area level, against the applicable performance targets. The Company also calculates, based on the Company’s and its Business Area or Commercial Area’s performance, the targeted total pool to be used for the year for rewarding individual performances across the Company as a whole. Those pools as established (composed of the pools for the Company’s performance, the performance of each of the Company’s

Bonus Pool. Each Performance Period, the Committee, in its sole discretion, will establish a Bonus Pool, which pool may be established before, during or after the applicable Performance Period. Actual Awards will be paid from the Bonus Pool.

(d) “Bonus Pool” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan, the Committee establishes the Bonus Pool for each Performance Period.