Leverage Metrics Computation. Except as provided below in the case of a Change in Control, Fixed Charge Coverage Ratio shall mean Core EBITDA divided by [interest expense + preferred dividends + capitalized interest]. Except as provided below in the case of a Change in Control, Debt plus Preferred to EBITDA Ratio shall mean [Company debt + preferred stock - cash] divided by Core EBITDA. Core EBITDA and each of the components thereof used in the above definitions shall be based upon the final yearof the Performance Period except that Core EBITDA and earnings shall be adjusted (i) to include a full year’s EBITDA and earnings from properties acquired during the year and for development projects that were placed in service during the year, and (ii) to exclude all EBITDA and earnings from properties that were sold during such year. Core EBITDA shall mean earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted to exclude gains or losses on land or other property sales, gains or losses pertaining to acquisitions, impairment charges, capital transactions, and severance charges related to major overhead restructuring activities. In the event that a major capital transaction (including a spin-off, the issuance or redemption of debt, preferred stock, common stock and limited partnership interests of Duke Realty Limited Partnership, or other similar transactions as determined by the Committee) occurred during the year, pro forma adjustments shall be made to the applicable components of the Leverage Metric computations as if such capital transaction had occurred at the beginning of the year. All computations of the Leverage Metrics computations shall be determined in a manner consistent with the disclosures made in the applicable quarterly Supplemental Information report contained on the Company’s website. In addition, each component shall be adjusted to include the Company’s applicable share of such components from joint ventures.
