Initial Post-Spin-Off Performance-Based Award Clause Samples

Initial Post-Spin-Off Performance-Based Award. During the Contract Period while Executive is employed by Curbline TRS, Executive shall receive a grant of performance-based Curbline restricted stock (“Restricted Stock”) or performance-based Operating Partnership Units (as such term is defined in the Equity Plan, “LTIP Units”) (or substantially similar award), as reasonably determined by Executive at least 30 days prior to the applicable grant date (otherwise such grants will be made in the form of Restricted Stock), based on a “target” number of LTIP Units (in the aggregate) equal to the quotient of (i) $600,000, divided by (ii) the average of the daily volume-weighted average prices of a Share on the Spin-Off Date and each of the nine trading days immediately thereafter on the principal stock exchange on which it then trades (the “Post-Spin Curbline 10-Day VWAP”) (such award, the “Initial Post-Spin-Off Performance-Based Award”). The Initial Post-Spin-Off Performance-Based Award shall be granted on the business day immediately following the determination of the Post-Spin Curbline 10-Day VWAP. For the avoidance of doubt, such Initial Post-Spin-Off Performance-Based Award will be issued based on its maximum value as of its date of grant, subject to forfeiture pursuant to its terms. The vesting of the Initial Post-Spin-Off Performance-Based Award will vary from 0% to 200% of the target award based on achievement with respect to metrics established by the Committee (in consultation with the CEO prior to the date of grant) measured over an approximately 37-month performance period; provided, however, that no less than 50% of the aggregate target for such award shall vest based on Curbline’s relative total shareholder return achievement relative to a peer group established by the Committee in consultation with the CEO prior to the date of grant. In general, performance against the applicable metrics will be evaluated at the end of the approximately 37-month performance period. The Initial Post-Spin-Off Performance-Based Award will earn distributions paid in cash on a deferred and contingent basis. Additional detail regarding the terms of this award will be provided in the applicable award agreement for such award.