Liability. No employee of the Company and no member of the Committee or the Board shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Award granted hereunder and, to the fullest extent permitted by law, all employees and members of the Committee or the Board shall be indemnified by the Company for any liability and expenses which may occur through any claim or cause of action arising under or in connection with this Plan or any Awards granted under this Plan.

Trust Fund Disbursement. Upon satisfaction or waiver of the conditions set forth in Article VI and provision of notice to Continental in accordance with the Trust Agreement, at the Closing, BRPA shall instruct Continental to distribute the Trust Fund as follows: # first, for the redemption of any shares of BRPA Common Stock by BRPA Stockholders in connection with the Offer, # second, for income Tax or other Tax obligations of BRPA prior to Closing, # third, for the payment of the Outstanding Company Transaction Expenses and the Outstanding BRPA Transaction Expenses pursuant to Section 1.16, # fourth, in reimbursement of expenses paid by directors, officers, and stockholders of BRPA, # fifth, to the extent the sum of # the amount remaining in of the Trust Fund after the disbursement provided by [Section 5.13(a)] plus # the Financing, if any, exceeds $5,000,000, for the payment of BRPA Borrowings, and # sixth, to distribute to BRPA the balance of the assets in the Trust Fund and net proceeds of any financing of BRPA or for the benefit of BRPA, if any, after payment of the amounts required under the [foregoing clauses (a) through (e)].

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.

The target incentive fund is the sum of the individual target incentive awards for all eligible Participants.

Stock Fund Account. Subject to the provisions of Sections 5 and 8.1, as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Stock Fund Account: # the Participant’s allocable share of Stock purchased by the Trustee or contributed by the Employer to the Trust Fund for that year; # the Participant’s allocable share of the Stock that is released from the Unallocated Stock Fund for that year; # the Participant’s allocable share of any forfeitures of Stock arising under the Plan during that year; and # any stock dividends declared and paid during that year on Stock credited to the Participant’s Stock Fund Account.

Investment Fund Transfers. If a Participant makes an investment fund transfer pursuant to the provisions of the Qualified Plan, the identical investment fund transfer shall be performed

Reference Bond Fund. The reference investment shall be a mutual fund or bank common trust fund which invests in a diversified portfolio of government and high quality corporate bonds (generally A rated or higher) with average maturities of up to 5 years.

Reference Growth Fund. The reference investment shall be a mutual fund which focuses on growth equities.

No Liability. Landlord has previously provided to Tenant a set of the Building Plans. Tenant’s Architect shall be responsible for performing all necessary field measurements and confirming the completeness and accuracy of such drawings. Landlord’s sole interest in reviewing and approving the Space Plan, the Preliminary Plans and Final Working Drawings is to protect the Building and Landlord’s interests, and no such review or approval by Landlord shall be deemed to # create any liability of any kind on the part of Landlord, including, but not limited to, liability for design, engineering or fitness for a particular purpose, or # constitute a representation on the part of Landlord or any person consulted by Landlord in connection with such review and approval that the Space Plan, the Preliminary Plans or Final Working Drawings are correct or accurate, or are in compliance with any Applicable Laws or the requirements of this Agreement. Without limiting the foregoing, Tenant shall be responsible for ensuring # that all elements of the design of the Final Working Drawings comply with Applicable Laws and are otherwise suitable for Tenant’s use of the Premises, and # that no Tenant Improvement impairs any Base Building Systems or Landlord’s ability to perform its obligations under this Agreement or the Lease, and Landlord’s approval of the Final Working Drawings shall not relieve Tenant from such responsibility. Further, if Landlord incurs any cost as a result of any failure of the Final Working Drawings to comply with Applicable Laws or as a result of any impairment of any Base Building Systems or of Landlord’s ability to perform its obligations under this Agreement or the Lease resulting from any defect in the Final Working Drawings, then Tenant, upon written notice and request from Landlord, shall, at Landlord’s option, either # assign to Landlord any right Tenant may have under the Design Professional Agreements (defined below) to recover such cost from Tenant’s Architect and/or Engineers, as the case may be, or # at Tenant’s expense, use reasonable efforts to enforce such right directly against Tenant’s Architect and/or Engineers, as the case may be, for Landlord’s benefit. As used herein, “Design Professional Agreements” means the agreements between Tenant and Tenant’s Architect and Engineers pursuant to which the Approved TI Construction Drawings have been or will be prepared.

Employer or Participating Employer who employed the Participant when amounts were deferred.