McGowan Thomas K sold KRG

Footnotes

The reporting person previously received a grant of AO LTIPs pursuant to the Plan. AO LTIPs are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested limited partnership units of Kite Realty Group, L.P. designated as LTIP Units, determined by the quotient of (i) the excess of the value of a Common Share of Kite Realty Group Trust as of the date of the conversion over $16.69 (the "Participation Threshold per AO LTIP"), divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIP Units into which AO LTIPs have been converted are further convertible, [footnote continued]; [Continued from footnote] conditioned upon minimum allocations to the capital accounts of the LTIP Units for U.S. federal income tax purposes, into an equal number of LP Units. The resulting LP Units are redeemable by the holder for one Common Share per LP Unit or the cash value of a Common Share, at the Issuer's option. The AO LTIPs vested and became exercisable as of the date that both of the following requirements were met: (i) the grantee remains in continuous service from the grant date through the third anniversary of the grant date; and (ii) at any time during the period between the first year and the fifth anniversaries of the grant date, the reported closing price per Common Share appreciates at least 15% over the applicable Participation Threshold per AO LTIP (as set forth in the table above) for a minimum of 20 consecutive trading days. Under the award agreement, the AO LTIPs have a ten-year term from the grant date.