Determination of Eligibility. It is intended that eligibility to participate in this Plan will be limited to Eligible Persons, as determined by the RPAC, in its sole and absolute discretion. An Eligible Person will become a Participant by completing an Election Form and making a Subsequent RSU Deferral Election pursuant to [Section 4.1]. Eligibility to become a Participant for any Plan Year will not entitle an Eligible Person to continue as an active Participant for any subsequent Plan Year.

LC Exposure Determination. For all purposes of this Agreement, # the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases (other than any such increase consisting of the reinstatement of an amount previously drawn thereunder and reimbursed), whether or not such maximum stated amount is in effect at the time of determination, and # if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of [Article 29(a)] of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. ​ (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the ISP or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the applicable Borrower and each Global Tranche Lender hereunder shall remain in full force and effect until the Issuing Banks and the Global Tranche Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

Normal Retirement – An employee's right to his account balance(s) shall be 100% vested and nonforfeitable upon the attainment of age 65, the normal retirement age. The vesting of an inactive participant who terminates employment prior to normal retirement age shall remain subject to the provisions of the vesting schedule following attainment of such specified age. Distributions shall be administered in accordance with termination from employment provisions of [Section 4.3(a)(3)].

Determination of Benefits The Supplemental Retirement Benefit payable to the Participant is a monthly benefit that is equal to the amount computed under Section 3.1(a) below, minus the amount computed under Section 3.1(b) below where:

Reversal of Determination. If matters constituting Cause which occurred prior to the Termination Date become known to the Company during the Severance Period, then the Company may, by delivery of written notice to Executive, retroactively treat such termination as being by the Company for Cause. In such event, except as required by law, the Company shall no longer be obligated to make any payments pursuant to this Section 5 and, except as prohibited by applicable law, Executive shall promptly repay upon demand the gross amount of any of such payments or benefits already paid or provided to Executive by the Company pursuant to this Section 5.

Actual performance shall be compared to any predetermined Performance Goals to determine payout of Awards. An authorized Administrator shall then determine the percentage of the Target Award (using the related payout schedule) to be distributed to Employees for the relevant Performance Period as it may determine in its sole and complete discretion.

The target incentive fund is the sum of the individual target incentive awards for all eligible Participants. Once the incentive targets have been determined by the Administrator, a target incentive fund shall be established and accrued ratably by KRC and each of its segments and/or subsidiaries, as applicable. The incentive fund and accruals may be adjusted during the year.

Each Participant’s award will be based upon the level of actual performance achieved relative to the established performance measures, as determined by a percentage from 0 percent to a maximum of 250 percent, as determined by the Administrator.

The Committee shall determine the actual Award payable to each Participant for each Year or other measurement period, taking into consideration, as it deems appropriate, the performance of the Company, Affiliate and/or a Business Unit, as the case may be, for the Year or other measurement period in relation to the Performance Goals theretofore established by the Committee, and the performance of the respective Participants during the Year or other measurement period. The fact that an Employee is selected as a Participant for any Year or other measurement period shall not mean that such Employee necessarily will receive an Award for that Year or other measurement period. The Committee may, in its discretion, increase or reduce the amount of an Award otherwise earned hereunder after considering such factors as it deems appropriate, including individual performance factors. Notwithstanding any other provisions of the Plan to the contrary, the Committee may grant discretionary Awards as it sees fit under the Plan.

Determination of Bonuses. After audited GAAP financial statements become available for the 2023 performance period, the Committee shall determine the extent to which the first 3 measurable performance factors have been achieved and take into consideration the President’s assessment of achievement towards goals and objectives of each participant and determine the bonus percentage for each Participant for 2023. The Committee shall certify such determination in writing. The Company’s independent auditors will also review the calculation of the bonus percentage for compliance with the details of this Program as part of the Company’s audited financial statements. For a Participant who is President, the CEO may make bonus payment adjustment recommendations up to 50% lower or higher than the calculated award. For Participants who are Executive Vice President and below, the President may make bonus payment adjustment recommendations up to 50% lower or higher than the calculated award. Such adjustments by the CEO or President shall be based on non-attainment or attainment of individual objectives or any other criteria they individually deem appropriate. The sum of all awards after adjustments of the CEO and President’s recommendations, if any, shall not exceed the sum of the calculated awards prior to such adjustment recommendations. Notwithstanding any contrary provision of the Program, the Committee, in its sole discretion, may increase, reduce, or eliminate the bonus payable to any Participant below that which otherwise would be payable under the Program formula.