Agreement Between Declarant and City. The Declarant, in exchange for receiving the City’s approval of this Declaration, hereby agrees to hold, sell and convey the Project subject to the covenants, conditions, restrictions and reservations contained in this Article.

Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such Partnership Year shall be allocated between the transferor and the transferee Partner either # as if the Partnership’s taxable year had ended on the date of the transfer, or # based on the number of days of such taxable year that each was a Partner without regard to the results of Partnership activities in the respective portions of such taxable year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

The following table illustrates the percent of the target award that can be achieved at each performance level. Awards will be interpolated between performance levels but will not be extrapolated above the maximum performance levels listed below.

Target; Minimum; Maximum. Each Corporate Performance Goal shall have a “target” (100 percent attainment of the Corporate Performance Goal) and may also have a “minimum” hurdle and/or a “maximum” amount.

The number of shares of Performance-Based Restricted Stock earned during the Performance Period shall be based upon the Company's achievement of certain performance levels for each of the measurement criteria as defined in the tables below. A linear interpolation would be used to determine the payout in the event a measurement criteria falls between the threshold and target, or target and maximum, performance levels.

If the Market Share falls between the minimum and target figures for a segment, or between the target and maximum figures for the segment, the MasterCraft Market Share Percentage, the NauticStar Market Share Percentage or the Crest Market Share Percentage, as applicable, shall be determined by the Committee by mathematical interpolation on a straight line basis. If the Market Share falls below the minimum figure, the MasterCraft Market Share Percentage, the NauticStar Market Share Percentage or the Crest Market Share Percentage, as applicable, shall be zero. If the Market Share falls above the maximum figure, the MasterCraft Market Share Percentage, the NauticStar Market Share Percentage or the Crest Market Share Percentage, as applicable, shall be 150%.

If the Dealer Inventory Turn falls between the minimum and target figures for a segment, or between the target and maximum figures for the segment, the MasterCraft Dealer Turn Percentage, the NauticStar Dealer Turn Percentage or the Crest Dealer Turn Percentage, as applicable, shall be determined by the Committee by mathematical interpolation on a straight line basis. If the Dealer Inventory Turn falls below the minimum figure, the MasterCraft Dealer Turn Percentage, the NauticStar Dealer Turn Percentage or the Crest Dealer Turn Percentage, as applicable, shall be zero. If the Dealer Inventory Turn falls above the maximum figure, the MasterCraft Dealer Turn Percentage, the NauticStar Dealer Turn Percentage or the Crest Dealer Turn Percentage, as applicable, shall be 150%.

The number of Performance Shares earned shall be determined by applying the percentage of achievement represented by actual performance for the Measurement Period, weighted as indicated above, to the Target Performance Shares. The level of actual achievement of the performance measure will be determined by the Committee in its sole and absolute discretion. The Committee may make such adjustments to the calculations of the performance measures as the Committee deems to be appropriate to reflect unanticipated or one-time events or circumstances following the end of the Measurement Period. The percentage of the performance measures actually achieved shall be interpolated for levels between threshold and target, and between target and maximum.

As part of the annual incentive plan, the Committee generally establishes threshold (minimum), target and maximum levels of performance for each quantitative metric. Quantitative target performance goals are developed based on internal company budgets and forecasts. If actual Company performance for any of the quantitative metrics above is less than 80% of the “target” amount of such metrics, no payment would be made for that metric. If actual performance is between 80% and 100% of target performance, awards would be paid on a scale of 50% to 100% of each executive officer’s target opportunity. If actual performance exceeds 100% and is less than or equal to 110% of target performance, awards would be payable on a scale from 100% to 150% of an executive officer’s target opportunity, in each case based on linear interpolation of actual results. The maximum award payable for any single quantitative metric is 150% of an executive officer’s target opportunity for that metric. If the threshold measure is not achieved, then no payment would be made for the associated quantitative metric.

To the extent the Performance Factor is less than the Minimum Performance Factor, the Vesting Percentage shall be zero. To the extent either of the Period Performance Factors is less than the Minimum Performance Factor, the Vesting Percentage shall be zero. To the extent the Performance Factor is between Minimum Performance Factor and Target Performance Factor, the Vesting Percentage will be between 50% and 100% calculated on a linear basis. To the extent the Performance Factor is between Target Performance Factor and Maximum Performance Factor, the Vesting Percentage will be between 100% and 120% calculated on a linear basis. In no event will the Vesting Percentage exceed 120% regardless of the Performance Factor.