CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2022)

EXHIBIT 10.2

CBL & ASSOCIATES PROPERTIES, INC.

DESIGNATED EXECUTIVE OFFICER

ANNUAL INCENTIVE COMPENSATION PLAN

(Fiscal Year 2022)

ANNUAL INCENTIVE COMPENSATION PLAN (AIP)

OVERVIEW

This Annual Incentive Compensation Plan (“AIP”) is a cash incentive compensation plan adopted and established by the Compensation Committee of the Board of Directors of CBL & Associates Properties, Inc. (the “Company”).  This plan is designed and authorized for execution on an annual basis.  The policies, objectives, purposes and guidelines of this plan are as defined by the Compensation Committee of the Company’s Board of Directors, as designated by the Board from time to time (the “Compensation Committee”).  All awards and bonus payments described herein are entirely variable and at the sole discretion of the Compensation Committee may be evaluated, modified or revoked at any time.

All awards and bonus payments hereunder are not considered standard payment for services and are not guaranteed.  All compensation payable under this AIP will be paid to plan participants in their capacity as employees of CBL & Associates Management, Inc. (the “Management Company”), a wholly owned subsidiary of the Company.

ADMINISTRATION AND ELIGIBILITY

This AIP shall be effective as of the date of its approval by the Compensation Committee of the Company’s Board of Directors (the “Effective Date”).  The AIP shall be administered by the Compensation Committee of the Board as such is presently constituted on the Effective Date and as it shall be constituted after the Effective Date throughout the term of this AIP.  The Compensation Committee shall have sole authority, subject to the terms hereof, to set the terms pursuant to which any discretionary cash incentive compensation is to be paid to any participant under this AIP and to otherwise supervise the administration of this AIP, to interpret the terms and provisions hereof and to otherwise adopt, alter and repeal such administrative rules, guidelines and practices governing the AIP as the Compensation Committee shall, from time to time, deem advisable.

Participation in this AIP is limited to the following individuals:

Stephen D. Lebovitz, Chief Executive Officer

Michael I. Lebovitz, President

Farzana Khaleel, Executive Vice President, Chief Financial Officer and Treasurer

Katie A. Reinsmidt, Executive Vice President and Chief Investment Officer

Jeffery V. Curry, Chief Legal Officer and Secretary

Each such individual is hereinafter referred to as a “Designated Executive Officer”.  

OBJECTIVES AND PURPOSE

The objective of this AIP is to incentivize the Company’s Designated Executive Officers to produce a high level of operational performance that results in the creation of increased value for the Company’s shareholders.  

The purposes of this AIP are to reward the Company’s Designated Executive Officers:

AWARD CRITERIA

All compensation paid or payable pursuant to awards made under this AIP for any annual performance period shall be subject to the terms of the executive compensation Clawback Policy established by the Company’s Board of Directors by resolution dated March 24, 2015, as such policy may be hereafter modified or amended.

PLAN DESIGN

Specific AIP award criteria will be established each year for each Designated Executive Officer based on goals relating to overall Company performance and individual performance, as follows:

2022 Target Cash Bonus Award Levels

The Target Cash Bonus Awards set by the Compensation Committee for each of the Company’s Designated Executive Officers based on performance during calendar year 2022 are as follows:

For 2022, the Target Cash Bonus Awards were set at a 5% increase to 2021 Target levels, which is the first increase in Target levels since 2017.  

Determination of 2022 Corporate Goals Bonus Award

The Corporate Goals Bonus Award will be weighted equally across three Corporate Goal Categories:  Operational Goals, Financial Goals and Balance Sheet Goals such that each will determine 1/3 of the Corporate Goals Bonus Award for each participant.  The goals and metrics underlying each of the three Corporate Goal Categories will be determined by the Compensation Committee on an annual basis.  For the fiscal year ended December 31, 2022, these include:

Operational Goals

Weighting:  23.3% for CEO/ 20% for Others

Financial Goals:

Weighting:  23.3% for CEO/ 20% for Others

Balance Sheet Goals:

Weighting:  23.3% for CEO/ 20% for Others

Where noted in the chart above, the Compensation Committee shall have the option, pursuant to its administrative authority over the AIP as set forth herein, to adjust each metric as appropriate to take into account significant unbudgeted transactions and unforeseen events such as acquisitions, dispositions, joint ventures, equity or debt issuances and other capital markets activities, mark-to-market adjustments and certain one-time extraordinary charges for purposes of determining the portion of any Corporate Goals Bonus Award payment based on these metrics.

With the establishment of the Corporate Goals Bonus Award criteria for 2022 under this AIP, the Compensation Committee will establish, and communicate in writing to each Designated Executive Officer, a rigorous set of Corporate Goals designated into three Corporate Goal Categories: Operational, Financial and Balance Sheet goals. These Corporate Goals should challenge management and align incentives with the Company’s ultimate long-term objectives.  The Corporate Goals should be clearly measurable and primarily formulaic, but also allow for some level of business judgement for the Committee to evaluate the quality of the results.  This structure is designed to help ensure that the program does not result in unintended outcomes.  

The Corporate Goals Bonus Award payment to be made to a Designated Executive Officer with respect to each applicable Corporate Goal Category will depend on the Company’s overall achievement of at least

the stated minimum performance level or stated Threshold level of performance established by the Compensation Committee for the goals underlying each of the three Corporate Goals Categories (Operational Goals, Financing Goals and Balance Sheet Goals).  If the stated minimum performance level or stated Threshold level of performance is not achieved there will be no Corporate Goals Bonus Award payable to such Designated Executive Officer for that goal.  

At the conclusion of the performance year, the Compensation Committee will review performance results for each goal underlying the three Corporate Goal Categories.  The committee will then assign a performance score from 0%-150% for the overall Corporate Goal Category based on these results with each Goal Category weighted equally.

Determination of 2022 Individual Goals Bonus Award Pursuant to Subjective Performance Criteria

The Individual Goals Bonus Award portion of each Designated Executive Officer’s Target Cash Bonus will be based on the Compensation Committee’s subjective evaluation of the Designated Executive Officer’s performance relative to the following individual criteria established for 2022 for each Designated Executive Officer, which the Compensation Committee has determined are also important elements of each Designated Executive Officer’s contribution to the creation of overall shareholder value:

INDIVIDUAL GOALS:

Weighting:  30% for CEO/40% for Others

Individual goals are set at the beginning of the performance period.  Results are determined by subjective review by compensation committee, inclusive of CEO recommendations.  Individual Goals for 2022 for each participant are as follows:

AIP BONUS PAYMENTS

This AIP can be modified or terminated at any time by the Compensation Committee of the Company's Board of Directors; provided, however, that the Compensation Committee may not modify or terminate the AIP or any award under the AIP in such manner so as to impair the rights of any Designated Executive Officer under an award that has been granted without the Designated Executive Officer's consent, except for an amendment made to cause the award to qualify for the exemption provided by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.  Neither participation in the AIP at any time nor the grant of an award under the AIP at any time shall be deemed to guarantee or infer the right to participate in the AIP (whether at the same level or at any other level) or to receive the grant of an award under the AIP at any future time.    Furthermore, neither the AIP nor participation hereunder shall be deemed to establish any contract of employment or to guarantee continued employment with the Company for any amount of time.