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DOUGLAS EMMETT,
INC.
2006 OMNIBUS STOCK
INCENTIVE PLAN
AMENDMENT NO.
1
Effective upon approval by the
stockholders of Douglas Emmett, Inc., the terms of the Douglas
Emmett, Inc. 2006 Omnibus Stock Incentive Plan (the "
Plan ") are hereby amended as follows:
1.
Increase in Number of Shares
Authorized . The
maximum number of shares of Stock reserved and available for
issuance under Section 3(a) of the Plan shall be increased by
24,080,163 shares, which would bring the total number of shares of
Stock available for future grant under the Plan as of April 13,
2009 to 27,600,000 (subject to adjustment as set forth in the
Plan).
2.
Effect of
Awards . For purposes of determining the
number of shares of Stock available for issuance under Section 3(a)
of the Plan, the impact of any Awards made after April 13, 2009
shall be determined by multiplying the number of shares of Stock
underlying such grant by the multiplier below:
|
Type of Award
|
Multiplier
|
|
Deferred Stock Award, Restricted Stock Award or
Other Stock-Based Award that delivers the full value of the
underlying Shares
|
2.0
|
|
Stock Option, Stock Appreciation Right or Other
Stock-Based Award that delivers the value of the underlying Shares
in excess of 100% of the Compan
|
|
