The Executive Cash Bonus Plan for Consolidated-Tomoka Land Co. is designed to provide incentive compensation for eligible Company officers and managers, whose participation has been approved by the Compensation Committee of the Board of Directors.  To be eligible for the bonus, an officer or manager must be employed as a full-time employee from January 31 through December 31 of the bonus plan year unless otherwise recommended  by the Compensation Committee and approved by the Board of Directors.   The discretionary award will be based on the overall profitability of the Company and each participant’s overall performance in contributing to the profitability of the Company for that given year.  Bonuses will be paid no later than March 15 following the end of the preceding bonus plan year.

The Annual Executive Cash Bonus Plan is provided at the discretion of Consolidated-Tomoka Land Co. and its Board of Directors.  The Company reserves the right to modify, or terminate the Plan with or without notice.

Prior to 2008, the Company’s annual cash bonuses have been based on the Company’s after-tax earnings per share (“EPS”) in general conformity with the current cash incentive policy attached as Exhibit A.  Annual Company revenues were primarily generated from third-party land sales.

Net income from operations, including the sale of property to third parties in any calendar year, were calculated in conformity with U.S. generally accepted accounting principles, as reported in the Company’s Annual Report and accompanying Form 10-K, filed with the SEC. Land leases, build-to-suit lease projects, and self-development projects were not part of the calculation.

Beginning in 2008, the Compensation and Stock Option Committee and Board of Directors  determined that it was equally important to motivate and reward management for achievements in those three additional areas, which are also a part of