20[ ] PERFORMANCE STOCK UNIT AWARD AGREEMENT

This 20[__] Performance Stock Unit Award Agreement (the “ Agreement ”) is made as of the ___ day of [________], 20[__] (the “ Award Date ”), by and between CBL & ASSOCIATES PROPERTIES, INC. , a Delaware corporation (the “ Company ”), and [____________] (the “ Employee ”).

WHEREAS , Employee is employed by CBL & Associates Management, Inc. (the “ CBL Management Company ”), an affiliate of the Company;

WHEREAS , pursuant to the Stock Incentive Plan (as hereinafter defined) and subject to the terms of this Agreement, the Company desires to grant to the Employee performance stock units;

NOW, THEREFORE , in connection with the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1.     Definitions; Conflicts . Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (the “ Stock Incentive Plan ”) as may be hereafter amended. The terms and provisions of the Stock Incentive Plan are incorporated herein and in the event of any conflict or inconsistency between the terms and provisions of the Stock Incentive Plan and the terms and provisions of this Agreement, the terms and provisions of the Stock Incentive Plan shall govern and control.

2.     Grant of Performance Stock Units . Subject to the terms and conditions of this Agreement, the Company hereby grants to the Employee [___________] performance stock units (the “ Performance Stock Units ”). Such number of Performance Stock Units is referred to hereinafter as the “ Target Award ”. Each Performance Stock Unit represents one share of the Company’s common stock, $0.01 par value (“ Common Stock ”). The actual number of Performance Stock Units earned by the Employee shall be determined following the end of the three-year performance period coinciding with the Company’s fiscal years 20[__] through 20[__] (the “ Performance Period ”) based upon the satisfaction of the performance hurdles (the “ Performance Criteria ”) set forth in Exhibit A attached hereto. Following the completion of such Performance Period, and as soon as practicable following the date on which the Compensation Committee certifies the performance results for the Performance Period (the “ Certification Date ”), the Company shall issue to the Employee a number of shares of Common Stock equal to the number of Performance Stock Units earned by the Employee (the shares of Common Stock so issued to the Employee are herein referred to as the “ Issued Common Stock ”).

3.     Forfeiture/Acceleration of Performance Stock Units . As noted herein, Performance Stock Units are not shares of Common Stock. Shares of Common Stock may be issued for Performance Stock Units upon satisfaction of Performance Criteria as noted herein. Set forth in this Paragraph 3 are the provisions governing the forfeiture or acceleration of Performance Stock Units in the event the Employee’s employment with the CBL Management Company is terminated prior to the issuance of Common Stock for Performance Stock Units. As used herein, the term “acceleration” of Performance Stock Units refers to an acceleration of the issuance of Common Stock for Performance Stock Units prior to the conclusion of the Performance Period.

(a)      General . Except as set forth in Paragraphs 3(b) or 3(c) below, if the Employee’s employment with the CBL Management Company terminates for any reason prior to the end of the Performance Period, the Employee’s Performance Stock Units granted pursuant to this Agreement shall thereupon be forfeited and the Employee shall have no further right, title and/or interest in such Performance Stock Units.

(b)     Termination for Death or Disability . If the Employee’s employment with the CBL Management Company terminates for reasons of the Employee’s death or disability (defined as the complete and permanent disability of the Employee as defined by the Company’s benefit insurance plans) prior to the end of the Performance Period, then the Performance Stock Units shall be accelerated, and the Performance Stock Units then deemed to be earned by the Employee will be a pro-rated portion of the Performance Stock Units granted under this Agreement, calculated based upon the achievement of the Performance Criteria through the date of such termination, and the Company shall issue to the Employee (or his or her beneficiary), within 60 days of the Employee’s separation from service, a number of fully vested shares of Common Stock equal to the number of Performance Stock Units earned by the Employee.

        

(c)     Termination following a Change of Control .     If the Employee’s employment with CBL Management Company is terminated (other than for Cause) prior to the end of the Performance Period but within 24 months after a Change of Control, then the Performance Stock Units shall be accelerated, and the Performance Stock Units then deemed to be earned by the Employee will be a pro-rated portion of the Performance Stock Units granted under this Agreement, calculated based upon the achievement of the Performance Criteria through the date of such termination, and the Company shall issue to the Employee (or his or her beneficiary), within 60 days of the Employee’s separation from service, a number of fully vested shares of Common Stock equal to the number of Performance Stock Units earned by the Employee.

        

Upon the conclusion of the Performance Period, the provisions of this Paragraph 3 shall have no further force and effect.

4.     Vesting of Common Stock . As noted herein, Shares of Common Stock may be issued for Performance Stock Units upon satisfaction of Performance Criteria as noted herein. Set forth in this Paragraph 4 are the provisions governing the vesting of Issued Common Stock and provisions governing the forfeiture or vesting of Issued Common Stock in the event of the Employee’s employment with the CBL Management Company is terminated prior to the full vesting of the Issued Common Stock. As used in this Agreement, the term “vest” or “vesting” shall mean the immediate, non-forfeitable, fixed right of present or future enjoyment of the Issued Common Stock. Such Issued Common Stock, subject to the terms, conditions and limitations contained herein (including but not limited to the provisions of Paragraph 4 below), shall vest as follows: sixty percent (60%) of such Issued Common Stock shall vest on the Certification Date; an additional twenty percent (20%) of such Issued Common Stock shall vest on the fourth (4 ^th ) anniversary of the Award Date, and the remaining Issued Common Stock shall vest on the fifth (5 ^th ) anniversary of the Award Date (each a “ Vesting Date ”); provided that the Employee has remained in continuous employment with the CBL Management Company from the Award Date through the applicable Vesting Date. Notwithstanding any provision herein to the contrary, on a “Change of Control”, the portion of the Issued Common Stock that is non-vested on the date of such event ( including any Issued Common Stock that is issued on such date pursuant to Paragraph 3(c) above) shall immediately, on the date of such event, thereupon vest in the Employee.

(a)      General . Except as set forth above or in Paragraph 4(b) below, if the Employee’s employment with the CBL Management Company terminates for any reason, any non-vested portion of the Issued Common Stock shall thereupon be forfeited and returned to the Company and the Employee shall have no further right, title and/or interest in the non-vested portion of the shares of Issued Common Stock.

(b)     Death or Disability . If the Employee’s employment with the CBL Management Company terminates for reasons of the Employee’s death or disability (as defined herein), the portion of the Issued Common Stock that is non-vested on the date of such termination ( including any Issued Common Stock that is issued on such date pursuant to Paragraph 3(b) above) shall immediately, on the date of such termination of employment, thereupon vest in the Employee or his/her estate.

(c)     Six-Month Delayed Payment of Shares . Notwithstanding Paragraphs 4(a) , and 4(b) above, the Company shall delay issuance of any shares of Common Stock to the Employee for a period of six months following the Employee’s termination of employment to the extent any payment pursuant to this Agreement is considered a “deferred compensation” payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and such delayed payment is required pursuant to Code Section 409A(a)(2)(B) because the Employee is a “specified employee” as defined therein.

The provisions of this Paragraph 4 shall have no force and effect until shares of Common Stock are issued to the Employee as set forth in this Agreement.

5.     Rights as a Shareholder . The Employee shall have all of the rights of a shareholder with respect to the shares of Issued Common Stock pursuant to this Agreement, subject only to the transfer restrictions set forth in Paragraph 6 below and forfeiture provisions set forth above. The Employee’s rights as a shareholder shall include the rights to receive all dividends on the Issued Common Stock and to exercise any voting rights attributable to the Issued Common Stock for so long as the Employee shall own the Issued Common Stock. Prior to the issuance of such Common Stock to the Employee, the Employee shall have no rights of a shareholder.

6.     Non-Transferability of Performance Stock Units and Common Stock . (a) Except for any transfers that may be required by law, the Performance Stock Units may not be transferred by the Employee and any non-permitted attempted transfer by the Employee shall be null and void.

(b) With respect to any non-vested Issued Common Stock under this Agreement, except for any transfers that may be required by law, including pursuant to any domestic relations order or otherwise, such non-vested Issued Common Stock may not be transferred by the Employee until the termination of the vesting period (or immediate vesting pursuant to the provisions of Paragraph 4 above) and any non-permitted attempted transfer by the Employee of any such non-vested portion prior to the termination of the vesting period shall be null and void.  Any transferee who may receive a transfer of such non-vested Issued Common Stock pursuant to a transfer required by law as set forth above shall be subject to all the terms and provisions of this Agreement and any termination of the employment of the Employee prior to the termination of the vesting period (except for terminations of employment pursuant to Paragraph 4(b) above or on a Change of Control) shall cause the forfeiture of any non-vested shares even if such shares are in the hands of a transferee.

7.     Restricted Stock . To the extent any shares of shares of Common Stock issued pursuant to this Agreement are not vested, such Common Stock will be considered a grant of restricted property to the Employee that is subject to a “substantial risk of forfeiture” as defined in Section 83 of the Code.

8.     Restricted Stock Account; Uncertificated Shares . The Employee understands and acknowledges that any non-vested Issued Common Stock will be held in an uncertificated form in a restricted stock account maintained by the Company’s stock transfer agent for the Employee until such time as such shares of Issued Common Stock are no longer subject to the restrictions set forth in this Agreement. The

Employee understands and acknowledges that as the shares of Issued Common Stock shall vest during the vesting period and upon such vesting, the Company shall cause such vested shares to be issued out of the above-stated restricted stock account and issued to an unrestricted stock account maintained by the Company’s stock transfer agent for the Employee (with reduction in the number of shares necessary to cover any applicable employment taxes unless the Employee shall elect to pay such amounts in cash pursuant to notices and procedures that the Company has instituted or shall institute) and such vested shares shall no longer be subject to the terms and provisions of this Agreement. The Employee understands and acknowledges that in the event the Employee’s employment with the Company, its Subsidiaries or Affiliates including the CBL Management Company, is terminated at any time during the vesting period, any non-vested shares of Issued Common Stock shall then be cancelled and/or returned to the Company and that the Company shall be entitled to take such action on behalf of the Employee in the form of executing such documents or instruments to authorize the cancellation of such shares and/or return of same to the Company.

9.     No Enlargement of Employee Rights . Nothing in this Agreement shall be construed to confer upon the Employee any right to continued employment or to restrict in any way the right of the Company or any Subsidiary or Affiliate including the CBL Management Company to terminate the Employee’s employment at any time.

10.     Income Tax Withholding . The Company, in its sole discretion, shall make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all Federal, state, local and other taxes required by law to be withheld with respect to the shares of Issued Common Stock (as such shares vest or if certain tax elections are made by the Employee, i.e., a Section 83(b) election under applicable provisions of the Code and any dividends paid on any portion of non-vested shares of Issued Common Stock, including, but not limited to, the following: (i) deducting the amount of any such withholding taxes therefrom or from any other amounts then or thereafter payable to the Employee by the Company or any of its Subsidiaries or Affiliates including the CBL Management Company; (ii) requiring the Employee, or the beneficiary or legal representative of the Employee, to pay to the Company the amount required to be withheld or to execute such documents as the Company deems necessary or desirable to enable the Company to satisfy its withholding obligations; and/or (iii) withholding from the shares of Issued Common Stock otherwise payable and/or deliverable one or more of such shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation.

11.     Binding Effect . This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

12.     Governing Law . This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without reference to the principles of conflicts of laws thereof.

13.     Headings . Headings are for the convenience of the parties and are not deemed to be part of this Agreement.

14.     Power of Attorney . The Employee, by execution of this Agreement, does hereby appoint the Company as the Employee’s attorney-in-fact for the limited purposes of executing any documents or instruments necessary in conjunction with the shares of Issued Common Stock while such shares are subject to the restrictions provided by this Agreement. The employee understands and acknowledges that the shares of Issued Common Stock may be subject to adjustment or substitution, as determined by the Company or the Company’s Compensation Committee, as to the number, price or kind of a share of stock or other consideration subject to such awards or as otherwise determined by the Company or the Company’s Compensation Committee to be equitable in the event of changes in the outstanding stock or in the capital structure of the Company by reason of stock dividends, stock splits, reverse stock splits, recapitalizations,

reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such award.

15.     Section 83(b) Election . By execution of this Agreement, the Employee is acknowledging that he/she understands that he/she may make a Section 83(b) Election pursuant to applicable provisions of the Code with respect to any non-vested Issued Common Stock but that such election must be made on or before the date that is thirty (30) days from the original issuance of such shares following the Certification Date as set forth above.

16.     Compliance with Section 409A . To the extent applicable and notwithstanding any provision in this Agreement to the contrary, this Agreement shall be interpreted and administered in accordance with Section 409A of the Code and regulations and other guidance issued thereunder. For purposes of determining whether any payment made pursuant to this Agreement under the Stock Incentive Plan results in a "deferral of compensation" within the meaning of Treasury Regulation §1.409A-1(b), the Company shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Code Section 409A and the regulations issued thereunder.

17.     Reference to Company .     The grant of Performance Stock Units hereunder is being made to the Employee by virtue of the Employee’s status as an employee of the CBL Management Company. As stated above, the CBL Management Company is an affiliate of the Company. The use of the term “Company” in this Agreement shall, unless the context specifically states otherwise, be deemed to include both CBL & Associates Properties, Inc. and the CBL Management Company.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Award Date first written above.

                    

EXHIBIT A

PERFORMANCE CRITERIA FOR PERFORMANCE STOCK UNIT AWARD

The actual number of Performance Stock Units earned by the Employee shall be determined following the end of the Performance Period based upon the level of Total Shareholder Return or “TSR” (stock price appreciation plus aggregate dividends) realized by holders of the Common Stock as compared to the TSR for the Retail Sector Component of the FTSE NAREIT All Equity REIT Index (the “ NAREIT Retail Index ”) over the same time period, using the basis point approach for such comparison, in accordance with the following table:

If the calculated basis point comparison is between Threshold and Maximum for any performance period, then the number of Performance Stock Units earned will be prorated.

20[ ] NAMED EXECUTIVE OFFICER STOCK RESTRICTION AGREEMENT

This 20[ ] Stock Restriction Agreement (the “ Agreement ”) is made as of the ___ day of ________, 20[ ] (the “ Agreement Date ”), by and between CBL & ASSOCIATES PROPERTIES, INC. , a Delaware corporation (the “ Company ”), and [___________________] (the “ Employee ”).

WHEREAS , Employee is employed by CBL & Associates Management, Inc. (the “ CBL Management Company ”, an affiliate of the Company;

WHEREAS , pursuant to the Stock Incentive Plan (as hereinafter defined) and subject to the terms of this Agreement, the Company desires to grant to the Employee [____________] shares of Common Stock, par value $.01 per share (the “ Common Stock ”), of the Company.

NOW, THEREFORE , in connection with the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

The Employee’s date of receipt of the Stock Award set forth in this Agreement shall be and is _______ __, 20[ ] (the “ Receipt Date ”).

1.     Definitions; Conflicts . Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (the “ Stock Incentive Plan ”) as may be hereafter amended. The terms and provisions of the Stock Incentive Plan are incorporated herein and in the event of any conflict or inconsistency between the terms and provisions of the Stock Incentive Plan and the terms and provisions of this Agreement, the terms and provisions of the Stock Incentive Plan shall govern and control.

2.     Grant of Common Stock . Subject to the terms and conditions of this Agreement, the Company hereby grants to the Employee all right, title and interest in [__________] shares of Common Stock (the “ Stock Award ”).

3.     Vesting . As used in this Agreement, the term “vest” or “vesting” shall mean the immediate, non-forfeitable, fixed right of present or future enjoyment of the Common Stock pursuant to the Stock Award. Twenty percent (20%) of the Stock Award shall be vested immediately on issuance. The balance of the Stock Award, subject to the terms, conditions and limitations contained herein (including but not limited to the provisions of Paragraph 4 below), shall vest in accordance with the following installments: twenty-five percent (25%) of the balance on the first anniversary of the Agreement Date hereof, and an additional twenty-five percent (25%) of the balance on each of the succeeding three (3) anniversaries of the Date hereof (the “ Vesting Period ”); provided that, with respect to each such installment, the Employee has remained in continuous employment with the CBL Management Company from the Agreement Date through the date such installment is designated to vest. Notwithstanding any provision herein to the contrary, on a “Change of Control”, the portion of the Stock Award that is non-vested on the date of such event shall immediately, on the date of such event, thereupon vest in the Employee.

4.     Termination of Employment .     (a) General . Except as set forth in Paragraphs 4(b) below, if the Employee’s employment with the CBL Management Company terminates for any reason, any non-vested portion of the Stock Award shall thereupon be forfeited and returned to the Company and the Employee shall have no further right, title and/or interest in the non-vested portion of the shares of Common Stock subject to the Stock Award.

(b)     Death or Disability . If the Employee’s employment with the CBL Management Company terminates for reasons of the Employee’s death or disability (as defined herein), the portion of the Stock Award that is non-vested on the date of such termination shall immediately, on the date of such termination of employment, thereupon vest in the Employee or his/her estate. For purposes hereof, the term “disability” refers to the complete and permanent disability of the Employee as defined by the Company’s health insurance plans or as otherwise defined by the Company from time to time. The Employee acknowledges and agrees that the determination of disability shall be within the sole, absolute and exclusive discretion of the Company.

5.     Rights as a Shareholder . The Employee shall have all of the rights as a shareholder with respect to any shares of Common Stock issued pursuant to the Stock Award subject only to the transfer restrictions set forth in Paragraph 6 below and forfeiture provisions set forth above. The Employee’s rights as a shareholder shall include the rights to receive all dividends on the Common Stock and to exercise any voting rights attributable to the Common Stock for so long as the Employee shall own the Common Stock but such rights shall cease as to any non-vested portion of the shares of Common Stock subject to the Stock Award that are forfeited pursuant to the terms of this Agreement.

6.     Non-Transferability of Stock Award . Except for any transfers that may be required by law, including pursuant to any domestic relations order or otherwise, no non-vested portion of the Common Stock making up the Stock Award may be transferred by the Employee until the termination of the Vesting Period (or immediate vesting pursuant to the provisions of Paragraphs 4(b) above on terminations of employment with the CBL Management Company for death or disability) and any non-permitted attempted transfer by the Employee of any such non-vested portion prior to the termination of the Vesting Period shall be null and void. Any transferee who may receive any of such non-vested portion of the Common Stock making up the Stock Award pursuant to a transfer required by law as set forth above shall be subject to all the terms and provisions of this Agreement and any termination of the employment of the Employee prior to the termination of the Vesting Period (except for terminations of employment pursuant to Paragraphs 4(b) above on death or disability) shall cause the forfeiture of any non-vested shares of the Common Stock making up the Stock Award even if such shares are in the hands of a transferee.

7.     Restricted Stock Account; Uncertificated Shares . The Employee understands and acknowledges that the shares of Common Stock issued to the Employee pursuant to the Stock Award will be held in an uncertificated form in a restricted stock account maintained by the Company’s stock transfer agent for the Employee until such time as such shares of Common Stock are no longer subject to the restrictions set forth in this Agreement. The Employee understands and acknowledges that as the shares of Common Stock issued to the Employee pursuant to the Stock Award shall vest during the Vesting Period and upon such vesting, the Company shall cause such vested shares to be issued out of the above-stated restricted stock account and delivered to an unrestricted stock account maintained by the Company’s stock transfer agent for the Employee (with reduction in the number of shares necessary to cover any applicable employment taxes unless the Employee shall elect to pay such amounts in cash pursuant to notices and procedures that the Company has instituted or shall institute) and such vested shares shall no longer be subject to the terms and provisions of this Agreement. The Employee understands and acknowledges that in the event the Employee’s employment with the Company, its Subsidiaries or Affiliates including the CBL Management Company, is terminated at any time during the Vesting Period, any non-vested shares of Common Stock making up the Stock Award shall then be cancelled and/or returned to the Company and that the Company shall be entitled to take such action on behalf of the Employee in the form of executing such documents or instruments to authorize the cancellation of such shares and/or return of same to the Company

8.     No Enlargement of Employee Rights . Nothing in this Agreement shall be construed to confer upon the Employee any right to continued employment or to restrict in any way the right of the Company or any Subsidiary or Affiliate including the CBL Management Company to terminate the Employee’s employment at any time.

9.     Income Tax Withholding . The Company, in its sole discretion, shall make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all Federal, state, local and other taxes required by law to be withheld with respect to the shares of Common Stock issued pursuant to the Stock Award (as such shares vest or if certain tax elections are made by the Employee, i.e., a Section 83(b) election under applicable provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”)) and any dividends paid on any portion of non-vested shares of Common Stock, including, but not limited to, the following: (i) deducting the amount of any such withholding taxes therefrom or from any other amounts then or thereafter payable to the Employee by the Company or any of its Subsidiaries or Affiliates including the CBL Management Company; (ii) requiring the Employee, or the beneficiary or legal representative of the Employee, to pay to the Company the amount required to be withheld or to execute such documents as the Company deems necessary or desirable to enable the Company to satisfy its withholding obligations; and/or (iii) withholding from the shares of Common Stock otherwise payable and/or deliverable one or more of such shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation.

10.     Restricted Stock . The Stock Award granted hereunder is intended to be a grant of restricted property to the Employee that is subject to a “substantial risk of forfeiture” as defined in Section 83 of the Code.

11.     Binding Effect . This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

12.     Governing Law . This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without reference to the principles of conflicts of laws thereof.

13.     Headings . Headings are for the convenience of the parties and are not deemed to be part of this Agreement.

14.     Power of Attorney . The Employee, by execution of this Agreement, does hereby appoint the Company as the Employee’s attorney-in-fact for the limited purposes of executing any documents or instruments necessary in conjunction with the shares of Common Stock issued to the Employee pursuant to the Stock Award while such shares are subject to the restrictions provided by this Agreement. The employee understands and acknowledges that the shares of Common Stock issued to the Employee pursuant to the Stock Award may be subject to adjustment or substitution, as determined by the Company or the Company’s Compensation Committee, as to the number, price or kind of a share of stock or other consideration subject to such awards or as otherwise determined by the Company or the Company’s Compensation Committee to be equitable in the event of changes in the outstanding stock or in the capital structure of the Company by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such award.

15.     Section 83(b) Election . By execution of this Agreement, the Employee is acknowledging that he/she understands that he/she may make a Section 83(b) Election with respect to the Stock Award pursuant to applicable provisions of the Code but that such election must be made on or before the date that is thirty (30) days from the Receipt Date set forth above.

16.     Reference to Company .     The Stock Award granted hereunder is being made to the Employee by virtue of the Employee’s status as an employee of the CBL Management Company. As stated above, the CBL Management Company is an affiliate of the Company. The use of the term “Company” in this Agreement shall, unless the context specifically states otherwise, be deemed to include both CBL & Associates Properties, Inc. and the CBL Management Company.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Agreement Date first written above.

CBL & ASSOCIATES PROPERTIES, INC.

NAMED EXECUTIVE OFFICER

ANNUAL INCENTIVE COMPENSATION PLAN (AIP)

(Fiscal Year 2015)

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 those individuals who are or have been included in the group of “named executive officers” of the Company for the applicable annual performance period, as determined pursuant to Item 402 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“ SEC ”) pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or any applicable successor provision. Each such individual is hereinafter sometimes referred to as a “ Participant ” and sometimes as a “ Named Executive Officer ”.

OBJECTIVES AND PURPOSE

The objective of this AIP is to incentivize the Company’s Named 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 Named 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 Participant based on goals relating to overall Company performance and individual performance, as follows:

 

Determination of 2015 Quantitative Bonus Award Pursuant to Objective Performance Criteria

The following two objective performance metrics will be utilized in determining any payout with respect to the Quantitative Bonus Award portion of the Target Cash Bonus Award for each Participant, weighted equally such that each will determine 50% of the Quantitative Bonus Award portion of the Participant’s Target Cash Bonus Award based on these performance measurements:

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, for purposes of determining the portion of any Quantitative Bonus Award payment based on these metrics.

In conjunction with the establishment of the Quantitative Bonus Award criteria for 2015 under this AIP, the Compensation Committee will establish, and communicate in writing to each Participant, specific, quantitative targets designated as the “Threshold,” “Target” and “Maximum” levels with respect to each of FFO and SC NOI Growth for purposes of determining the Participants’ Quantitative Bonus Award payments, as described below.

The Quantitative Bonus Award payment to be made to a Participant with respect to each applicable metric will depend on the Company’s achievement of at least the Threshold level of performance established by the Compensation Committee with respect to that metric. There will be no Quantitative Bonus Award payable to such Participant for that metric in the event the Company achieves less than the Threshold level for the applicable annual performance period. The Company’s achievement of the Threshold level for a designated metric will result in a payout of 50% of the proportion of the Quantitative Bonus Award allocated to that metric; the achievement of the Target level for a designated metric will result in a payout of 100% of the proportion of the Quantitative Bonus Award allocated to that metric; and the achievement of the Maximum level for a designated metric will result in a payout of 150% of the proportion of the Quantitative Bonus Award allocated to that metric. If the calculated percentage is between Threshold and Maximum for an annual performance period, then the earned percentage will be prorated. The achievement of these levels and allocated payments are illustrated by the following table:

Determination of 2015 Qualitative Bonus Award Pursuant to Subjective Performance Criteria

The Qualitative Bonus Award portion of each Participant’s Target Cash Bonus will be based on the Compensation Committee’s subjective evaluation of the Participant’s performance relative to following individual criteria established for 2015 for each Participant, which the Compensation Committee has determined are also important elements of each Participant’s contribution to the creation of overall shareholder value:

AIP BONUS PAYMENTS

of the amount of each such portion) that is to be paid to a Participant hereunder is referred to as the “ AIP Bonus Payment ”.

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 Participant under an award that has been granted without the Participant's consent, except for an amendment made to cause the award to qualify for the exemption provided by Rule 16b-3 promulgated under the Exchange Act. 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.