THIRD AMENDED AND RESTATED PROLOGIS
1. Purpose. The purposes of this Third Amended and Restated Prologis Promote Plan (the Plan) is to align the compensation of certain executives and employees of Prologis, Inc. (the Company) and its subsidiaries with the performance of the Funds (as defined below), by linking a portion of their compensation to Incentive Fees (as defined below) generated by such Funds. Nothing in this Plan shall be construed as creating an express or implied contract of employment. This Plan is effective as of December 1, 2021 (the Effective Date) (and with respect to Bonus Determination Dates occurring on and after the Effective Date).
2. Definitions. As used herein, the following terms shall have the respective meanings set forth below:
(a) Award Letter shall mean the communication provided by the Company to a Participant in connection with the Participants participation in the Plan that sets forth or describes applicable terms relating to the award of Units under the Plan, which terms may include (i) the Funds with respect to which the Participant shall be granted Units, (ii) the number of Units granted to the Participant with respect to each applicable Fund, and (iii) the applicable Plan Year(s) with respect to which the Participant will be eligible to receive a Bonus hereunder.
(b) Board shall mean the Board of Directors of the Company.
(c) Bonus shall mean an amount equal to (x) the number of Units with respect to the applicable Fund held by a Participant as of the applicable Bonus Determination Date, multiplied by (y) the Per-Unit Value of such Units as of such Bonus Determination Date, subject to the limitations described in Section 5, below.
(d) Bonus Determination Date shall mean, with respect to each Plan Year, each date on which the Committee approves awards granted with respect to the applicable Bonus Pool in accordance with this Plan, which date shall be as soon as practicable after the Incentive Fee Payment Date.
(e) Bonus Pool with respect to each Fund shall mean an amount equal to 40 percent of Incentive Fees paid to the Company Group on each applicable Incentive Fee Payment Date, determined and payable in accordance with Section 5 of the Plan. For purposes of clarity, a new Bonus Pool for a Fund shall be established with respect to each applicable Incentive Fee Payment Date, and amounts payable with respect to any Incentive Fee Payment Date shall not be added to the Bonus Pool established for any subsequent Incentive Fee Payment Date.
(f) Code shall mean the Internal Revenue Code of 1986, as amended.
(g) Committee shall mean the Compensation Committee of the Board.
(h) Company Group shall mean the Company or any of the subsidiaries and affiliates of the Company that directly or indirectly serve as investment manager, general partner or managing member of one or more of the Funds (or other affiliate of the Company designated to receive payments on behalf of or in lieu of the investment manager, general partner or managing member of one or more of the Funds).