Simon 2018 Proxy Statement

EXECUTIVE COMPENSATION TABLES

ESTIMATED POST-EMPLOYMENT PAYMENTS UNDER ALTERNATIVE TERMINATION SCENARIOS The following table sets forth the value of the benefits that would have been payable to each of the NEOs, assuming that the following events occurred on December 31, 2017. We do not disclose payments or other benefits under our 401(k) retirement plan and health and welfare plans because all salaried employees are entitled to the same benefits under those plans. Also, we do not include distributions from our deferred compensation plan because the amounts in that plan consist entirely of contributions made by the executives and earnings on those contributions. The amounts shown are only estimates of the amounts that would be payable to the executives upon termination of employment and do not reflect tax positions we may take or the accounting treatment of such payments. Actual amounts to be paid can only be determined at the time of separation.

TERMINATION BY THE COMPANY WITHOUT CAUSE OR RESIGNATION

TERMINATION BY THE COMPANY WITHOUT

VOLUNTARY WITH GOOD REASON RESIGNATION OR CAUSE OR RESIGNATION DEATH OR CHANGE OF FOLLOWING CHANGE IN RETIREMENT WITH GOOD REASON DISABILITY CONTROL CONTROL

David Simon (1)

—

— $ 7,500,000 — $ 56,815

$ $ $

0 $ 0 $ 0 $

0 0 0

$ 7,500,000 $ 56,815

Severance Payment (2) Benefit Continuation

Restricted Stock Annual LTIP (3) Retention LTIP (4)

— $ — $

0 0

$

0

$ 29,765,285 $ 36,122,997

$ 36,122,997 $171,490,000 $ 215,169,812

— $ 137,549,214 — $ 145,106,029

$ 171,490,000 $

0

TOTAL

$ 201,255,285 $ 36,122,997

Richard S. Sokolov Severance Payment (7)

—

— $ 1,400,000

$ $

0 $ 0 $

0 0

$ 1,400,000

Restricted Stock Annual LTIP (3)

— $ — $ — $

0 0 0

$

0

$ 13,786,447 $ 15,794,115

$ 15,794,115 $ 1,500,000 $ 18,694,115

$ 1,500,000 $

0

2017 Annual Cash Incentive Compensation (6)

TOTAL

— $ 1,400,000

$ 15,286,447 $ 15,794,115

Steven E. Fivel

—

— $ 63,942

$ $

0 $ 0 $

0 0

$ 63,942

Severance Payment (5)

Restricted Stock Annual LTIP (3)

— $ — $ — $

0 0 0

$

0

$ 5,600,687 $ 6,939,171

$ 6,939,171 $ 750,000 $ 7,753,114

$ 750,000 $

0

2017 Annual Cash Incentive Compensation (6)

TOTAL

— $ 63,942

$ 6,350,687 $ 6,939,171

John Rulli

—

— $ 142,615

$ $

0 $ 0 $

0 0

$ 142,615

Severance Payment (5)

Restricted Stock Annual LTIP (3)

— $ — $ — $

0 0 0

$

0

$ 5,949,633 $ 7,455,413

$ 7,455,413 $ 750,000 $ 8,348,029

$ 750,000 $

0

2017 Annual Cash Incentive Compensation (6)

TOTAL

— $ 142,615

$ 6,699,633 $ 7,455,413

Andrew A. Juster Severance Payment (5)

—

— $ 153,846

$ $

0 $ 0 $

0 0

$ 153,846

Restricted Stock Annual LTIP (3)

— $ — $ — $

0 0 0

$

0

$ 6,813,277 $ 8,486,411

$ 8,486,411 $ 700,000 $ 9,340,257

$ 700,000 $

0

2017 Annual Cash Incentive Compensation (6)

TOTAL

$ 153,846

$ 7,513,277 $ 8,486,411

(1) The terms of the employment agreement with Mr. David Simon are described in the ‘‘Termination-Related Provisions of Employment Agreement with David Simon,’’ below. This table describes termination scenarios as of December 31, 2017, and the terms of his employment agreement as of that date. (2) Paid in equal installments over two years and subject to confidentiality and one or two-year non-competition provisions in Mr. David Simon’s employment agreement. (3) Death or Disability With respect to death or disability, the amount represents the value of Annual LTIP units held by the executive that would be deemed fully vested at the time of the future Valuation Date. Value is based on a stock price of $171.74, the closing price of our common stock as reported by the NYSE for December 29, 2017, net of the purchase price of $0.25 per unit. The award agreements or, in the case of Mr. David Simon, his employment agreement, provide the following benefits if the executive’s employment terminates due to death or disability prior to the applicable Valuation Date: (a) the calculation of whether any Annual LTIP units have been earned will be deferred until the Valuation Date; (b) the number of Annual LTIP units that would have been earned shall be adjusted on a pro rata basis to reflect the number of days such executive worked over the total days in the performance period; (c) such earned Annual LTIP units shall immediately be fully vested. If death or disability occurs after the applicable Valuation Date, any Annual LTIP units that have been earned but not yet vested shall immediately become fully vested.

38 SIMON PROPERTY GROUP 2018 PROXY STATEMENT