Forfeiture of PSUs. As noted herein, PSUs are not shares of Common Stock. Shares of Common Stock may be issued for PSUs upon satisfaction of Performance Goals as noted herein. Set forth in this Paragraph 3 are the provisions governing the forfeiture of PSUs in the event the Participating Officer’s employment with the CBL Management Company is terminated prior to the issuance of Common Stock for PSUs.

Forfeiture of PSUs. If Grantee terminates service with the Company and its Subsidiaries prior to the Conversion Date for any reason other than as set forth in [Section 2(c) or (d)])] hereof, then the Grantee shall, for no consideration, forfeit all [[Unknown Identifier]] PSUs.

Subject to the terms of this Agreement, the PSUs will be earned at a level of up to 200% based on the Company’s achievement of the performance conditions set forth in Appendix A and will, to the extent so earned, vest in full on the last day of the Performance Period. Any PSUs that are not earned in accordance with the performance conditions set forth in Appendix A will immediately and automatically be cancelled and forfeited without consideration as of the last day of the Performance Period.

Issuance of PSUs. Each PSU shall represent the right to receive one Share upon the vesting of such PSU, as determined in accordance with and subject to the terms of this Agreement and the Plan.

Award of PSUs. In consideration of Participant’s past and/or continued employment with or service to any Company Group Member and for other good and valuable consideration, effective as of the grant date set forth in the Grant Notice (the “Grant Date”), the Company has granted to Participant the target number of PSUs set forth in the Grant Notice, upon the terms and conditions set forth in the Grant Notice, the Plan, this Agreement and the Foreign Appendix, if applicable, subject to adjustments as provided in [Article 12] of the Plan. Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash as set forth in [Section 2.3(b)], in either case, at the times and subject to the conditions set forth herein. However, unless and until the PSUs have vested, Participant will have no right to any payment or any Shares subject thereto. Prior to the actual delivery of any Shares, the PSUs will represent an unsecured obligation of the Company, payable only from the general assets of the Company.

Vesting of PSUs. Subject to the terms of this Agreement, the PSUs are eligible for vesting as set forth in the PSU Notice (the “Vesting Schedule”).

Settlement of PSUs. Subject to the other terms of this Agreement with respect to settlement of Vested PSUs, as soon as practicable following completion of a Performance Period, but in no event later than March 15th of the calendar year following completion of the applicable Performance Period, # the Committee will certify the achievement of the Performance Goal for that Performance Period (which date is the Vesting Date for such Vested PSUs), and # the Company will deliver to you one share of Common Stock (each, a “Share”) for each Vested PSU in settlement thereof.

Grant of PSUs. The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one share of Common Stock, as set forth in this Agreement. Participant will have no right to the distribution of any share of Common Stock underlying a PSU until the time (if ever) such PSU has Vested.

Subject to the provisions of Sections 3(b) and (c), the vesting of the PSUs is contingent upon # the Company’s achievement of the performance target(s) set forth on Exhibit A hereto (“Performance Target(s)”) during the performance period set forth on Exhibit A hereto (“Performance Period”), and # Participant’s continued employment by or provision of services to the Company or a Subsidiaries Company through the end of the Performance Period.

Issuance of PSUs. To the extent that the Award has vested, the PSUs associated with such Award shall be settled based on the level of attainment of the “Performance Condition” (as detailed in this Agreement or Attachment A to this Agreement), determined by the Committee in accordance with and subject to the terms of this Award Agreement and the Plan.