Common use of Outperformance Award Clause in Contracts

Outperformance Award. a. The Grantee is hereby granted an Award, consisting of the number of LTIP Units set forth on Schedule A hereto (the “Award LTIP Units”), which will be subject to (i) forfeiture to the extent provided in this Section 3 and (ii) vesting as provided in Section 3(c) and Section 4 hereof. b. As soon as practicable following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual Pool. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim Pool. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS Pool; (ii) determine the Final Relative TRS Pool; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation Percentage; and (v) divide the resulting dollar amount by the Common Stock Price calculated as of the Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number is hereafter referred to as the “Total OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued to the Grantee, as of the Final Valuation Date, the Grantee shall forfeit the number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the Grantee: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the Grantee, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twenty-five percent (25%) on February 28, 2015; (ii) twenty-five percent (25%) on February 28, 2016; and (iii) fifty percent (50%) on February 28, 2017. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this Section 3(e), the provisions of Schedule A will govern. f. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.

Outperformance Award. a. The (a) Subject to Section 8, the Grantee is hereby granted an Award, Award consisting of the number of LTIP Units participation percentage in the Outperformance Pool set forth on Schedule A hereto the first page of this Agreement. In approving the Outperformance Plan the Committee has resolved that the Grantee’s Award be denominated in and settled through the issuance of OPP Units in a number calculated to give the Grantee a value equal to the Grantee’s participation percentage in the Outperformance Pool (the “Award LTIP OPP Units”), which ) as of the Valuation Date. The timing of issuance of Award OPP Units to the Grantee pursuant to this Award will be subject within the full and exclusive control of the Committee, so long as it such issuance occurs on or prior to the Valuation Date as provided in this Section 3. Without limiting the discretion of the Committee, Award OPP Units may be issued to the Grantee: (i) from time to time based on a determination by the Committee of the extent to which the performance objectives established under the Outperformance Plan have been achieved and an estimate of the value of the Outperformace Pool as of such time or times; (ii) as of the Valuation Date based on the final calculations set forth in Section 3(b) of this Agreement; or (iii) at any other time or times between the date hereof and the Valuation Date. Award OPP Units, when issued, shall constitute and be treated as the property of the Grantee, subject to the terms of this Agreement and the Partnership Agreement. The issuance of Award OPP Units to the Grantee pursuant to this Award shall be set forth in minutes of the meetings of the Committee and communicted to the Grantee in writing promptly after the approval thereof by the Committee. Award OPP Units will be: (A) subject to forfeiture or increase to the extent provided in this Section 3 as set forth below; and (iiB) subject to vesting as provided in Section 3(c) Sections 4 and Section 4 8 hereof. b. As soon as practicable following . In connection with each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual Pool. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim Pool. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS Pool; (ii) determine the Final Relative TRS Pool; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation Percentage; and (v) divide the resulting dollar amount by the Common Stock Price calculated as of the Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number is hereafter referred to as the “Total OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number issuance of Award LTIP OPP Units previously issued to the Grantee, as of the Final Valuation Date, the Grantee shall forfeit the number of Award LTIP Units equal execute and deliver to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the Grantee: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. (b) As soon as practicable following the Valuation Date, but as of the Valuation Date, the Committee will determine the Outperformance Pool (if any) and then perform the following calculations with respect to this Award: (i) multiply (w) the Outperformance Pool calculated as of the Valuation Date by (x) the Grantee’s Participation Percentage, and then divide the result by the product of (y) the Common Stock Price calculated as of the Valuation Date multiplied by (z) the Adjustment Factor on the Valuation Date; the resulting number is hereafter referred to as the “OPP Unit Equivalent”; (ii) multiply (v) the OPP Unit Equivalent by (w) the Adjustment Factor on the Valuation Date and (x) the Dividend Value as of the Valuation Date, and then divide the result by the product of (y) the Common Stock Price calculated as of the Valuation Date multiplied by (z) the Adjustment Factor on the Valuation Date; the resulting number is hereafter referred to as the “Dividend Unit Equivalent”; and (iii) add the OPP Unit Equivalent to the Dividend Unit Equivalent; the resulting number is hereafter referred to as the “Total Unit Equivalent”. (c) If the Total Unit Equivalent is smaller than the number of Award OPP Units previously issued to the Grantee pursuant to Section 3(a) hereof, then the Grantee, as of the Valuation Date, shall forfeit a number of Award OPP Units equal to the difference, and thereafter the term Award OPP Units will refer only to the remaining Award OPP Units that were not forfeited. If the Total Unit Equivalent is greater than the number of Award OPP Units previously issued to the Grantee pursuant to Section 3(a) hereof, then, upon the performance of the calculations set forth in Section 3(b) hereof: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Valuation Date, a number of additional OPP Units equal to the difference; (B) such additional OPP Units shall be added to the Award OPP Units previously issued, if any, and thereby become part of this Award; (C) the Company and the Partnership shall take such corporate or partnership action as is necessary to accomplish the grant of such additional OPP Units; (D) the Grantee shall execute and deliver in connection with such grant such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws; and (E) thereafter the term Award OPP Units will refer collectively to the Award OPP Units, if any, issued prior to such additional grant plus such additional OPP Units. If the Total Unit Equivalent is the same as the number of Award LTIP OPP Units previously issued to the GranteeGrantee pursuant to Section 3(a) hereof, then there will be no change to the number of Award LTIP OPP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject pursuant to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twenty-five percent (25%) on February 28, 2015; (ii) twenty-five percent (25%) on February 28, 2016; and (iii) fifty percent (50%) on February 28, 2017. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this Section 3(e), the provisions of Schedule A will govern3. f. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.

Outperformance Award. a. The Grantee is hereby On April 15, 2014 (the “Grant Date”) the Advisor was granted an the Award, consisting of the number of 8,880,579 LTIP Units set forth on Schedule A hereto (the “Award LTIP Units”), which will be subject to (i) forfeiture and vesting to the extent provided in this Section 3 and (ii) vesting as provided in Section 3(c) and Section 4 hereof. b. As soon as practicable following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the applicable Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined for each Valuation Date referred to herein as the “Annual OPP Unit Equivalent”. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the Second Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined as of the Second Valuation Date referred to herein as the “Interim OPP Unit Equivalent”. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS PoolAmount; (ii) determine the Final Relative TRS PoolAmount; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation PercentageAmount; and (viv) divide the resulting dollar amount amounts by the Common Stock Price calculated as of the Final Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number is hereafter of unit equivalents determined as of the Final Valuation Date referred to herein as the “Total Final OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued to the GranteeAdvisor, as of the Final Valuation Date, the Grantee Advisor shall forfeit the number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the GranteeAdvisor: (A) the Company shall cause the Partnership to issue to the GranteeAdvisor, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee Advisor executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the GranteeAdvisor, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee Advisor must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twentyone-five percent third (25%1/3) on February 28April 15, 20152017; (ii) twentyone-five percent third (25%1/3) on February 28April 15, 20162018; and (iii) fifty percent one-third (50%1/3) on February 28April 15, 2017. To the extent that Schedule A provides for amounts or schedules of 2019. f. Within thirty (30) days following each vesting that conflict with the provisions of this date under Section 3(e), the provisions of Schedule A will governAdvisor, in its sole discretion, shall be entitled to convert such Award LTIP Units that vested on such date into OP Units. f. g. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.

Outperformance Award. a. The Grantee is hereby On the Grant Date the Advisor was granted an the Award, consisting of the number of 9,041,801 LTIP Units set forth on Schedule A hereto (the “Award LTIP Units”), which will be subject to (i) forfeiture and vesting to the extent provided in this Section 3 and (ii) vesting as provided in Section 3(c) and Section 4 hereof. b. As soon as practicable following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the applicable Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined for each Valuation Date referred to herein as the “Annual OPP Unit Equivalent”. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the Second Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined as of the Second Valuation Date referred to herein as the “Interim OPP Unit Equivalent”. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS PoolAmount; (ii) determine the Final Relative TRS PoolAmount; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation PercentageAmount; and (viv) divide the resulting dollar amount amounts by the Common Stock Price calculated as of the Final Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number is hereafter of unit equivalents determined as of the Final Valuation Date referred to herein as the “Total Final OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued to the GranteeAdvisor, as of the Final Valuation Date, the Grantee Advisor shall forfeit the number of Award LTIP Units equal to the difference without payment of any consideration by the PartnershipPartnership or the Company; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the GranteeAdvisor: (A) the Company shall cause the Partnership to issue to the GranteeAdvisor, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee Advisor executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the GranteeAdvisor, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee Advisor must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicabledate: (i) twentyone-five percent third (25%1/3) on February 28June 2, 20152018; (ii) twentyone-five percent third (25%1/3) on February 28June 2, 20162019; and (iii) fifty percent one-third (50%1/3) on February 28June 2, 2017. To the extent that Schedule A provides for amounts or schedules of 2020. f. Within thirty (30) days following each vesting that conflict with the provisions of this date under Section 3(e), the provisions Advisor, in its sole discretion, shall be entitled to convert such Award LTIP Units that vested on such date into OP Units in accordance with the terms of Schedule A will governthe Partnership Agreement. f. g. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership or the Company automatically and without notice be forfeited and be and become null and void, and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.

Outperformance Award. a. The Grantee is hereby On the Grant Date the Service Provider was granted an Award, consisting in the aggregate 3,975,000 LTIP units of the number Operating Subsidiaries (which had an aggregate Fair Market Value determined as of the Effective Date equal to five percent (5%) of the Initial Market Cap) (the “Operating Subsidiary LTIP Units”). Effective as of the Reorganization Date, the Service Provider contributed the Operating Subsidiary LTIP Units set forth on Schedule A hereto to the Partnership in exchange for 1,325,000 LTIP Units of the Partnership (the “Award LTIP Units”), which will be are subject to (i) forfeiture and vesting to the extent provided in this Section 3 and (ii) vesting as provided in Section 3(c) and Section 4 hereof. b. As soon as practicable following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the applicable Valuation Date; the resulting number of unit equivalents determined for each Valuation Date referred to herein as the “Annual OPP Unit Equivalent”. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the Second Valuation Date; the resulting number of unit equivalents determined as of the Second Valuation Date referred to herein as the “Interim OPP Unit Equivalent”. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS PoolAmount; (ii) determine the Final Relative TRS Pool; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation PercentageAmount; and (viii) divide the resulting dollar amount amounts by the Common Stock Price calculated as of the Final Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0)Date; the resulting number is hereafter referred to as the “Total OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent unit equivalents determined as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued Date referred to the Grantee, as of the Final Valuation Date, the Grantee shall forfeit the number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the Grantee: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, herein as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the Grantee, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twenty-five percent (25%) on February 28, 2015; (ii) twenty-five percent (25%) on February 28, 2016; and (iii) fifty percent (50%) on February 28, 2017. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this Section 3(e), the provisions of Schedule A will govern. f. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.“

Outperformance Award. a. The (a) Subject to Section 8, the Grantee is hereby granted an Award, Award consisting of the number of LTIP Units set forth on Schedule A hereto above (the “Award LTIP Units”), which (A) will be subject to (i) forfeiture or increase to the extent provided in this Section 3 as set forth below and (iiB) will be subject to vesting as provided in Section 3(c) Sections 4 and Section 4 8 hereof. b. As (b) If the Initial Valuation Date occurs, then as soon as practicable following each the Initial Valuation Date, but as of such the Initial Valuation Date, the Committee will determine the applicable Annual Pool. c. As soon as practicable Outperformance Pool and perform the following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim Pool. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee willcalculations with respect to this Award: (i) determine Multiply (w) the Final Absolute TRS Pool; (ii) determine the Final Relative TRS Pool; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool calculated as of the Initial Valuation Date by (x) the Grantee’s Participation Percentage; and (v) , then divide the resulting dollar amount result by the product of (y) the Common Stock Price calculated as of the Initial Valuation Date multiplied by (appropriately adjusted to the extent that z) the Conversion Factor is greater or less than 1.0)on the Initial Valuation Date; the resulting number is hereafter referred to as the “Initial OPP Unit Equivalent”; (ii) Multiply (v) the Initial OPP Unit Equivalent by (w) the Conversion Factor on the Initial Valuation Date and (x) the Dividend Value as of the Initial Valuation Date, then divide the result by the product of (y) the Common Stock Price calculated as of the Initial Valuation Date multiplied by (z) the Conversion Factor on the Initial Valuation Date; the resulting number is hereafter referred to as the “Initial Dividend Unit Equivalent”; and (iii) Add the Initial OPP Unit Equivalent to the Initial Dividend Unit Equivalent; the resulting number is hereafter referred to as the “Initial Total OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued Initial Valuation Date does not occur prior to the Grantee, as of the Final Valuation Date, then each of the Grantee Initial OPP Unit Equivalent, the Initial Dividend Unit Equivalent and the Initial Total Unit Equivalent shall forfeit the number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. zero. (c) If the Initial Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to Units, then, upon the Granteeperformance of such calculation: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Final Initial Valuation Date, shall be automatically granted a number of additional LTIP Units equal to the difference; (B) , and such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and , (CB) the Company and the Partnership shall take such corporate or partnership action as is necessary to accomplish the grant of such additional LTIP Units; provided that , including, without limitation, the execution and delivery of such issuance will be subject documents as are necessary to accomplish such grant, (C) the Grantee executing shall execute and delivering deliver in connection with such grant such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities lawslaws and (D) thereafter the term Award LTIP Units will refer collectively to the Award LTIP Units prior to such additional grant plus such additional LTIP Units. (d) As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will determine the Outperformance Pool (if any) and then perform the following calculations with respect to this Award: (i) Multiply (w) the Outperformance Pool calculated as of the Final Valuation Date by (x) the Grantee’s Participation Percentage, then divide the result by the product of (y) the Common Stock Price calculated as of the Final Valuation Date multiplied by (z) the Conversion Factor on the Final Valuation Date; then subtract the Initial OPP Unit Equivalent from the resulting number; the resulting number after subtracting the Initial OPP Unit Equivalent (or, if such number would be negative, zero) is hereafter referred to as the “Final OPP Unit Equivalent”; (ii) Multiply (v) the Final OPP Unit Equivalent by (w) the Conversion Factor on the Final Valuation Date and (x) the Dividend Value as of the Final Valuation Date, then divide the result by the product of (y) the Common Stock Price calculated as of the Final Valuation Date multiplied by (z) the Conversion Factor on the Final Valuation Date; the resulting number is hereafter referred to as the “Final Dividend Unit Equivalent”; (iii) Add the Final OPP Unit Equivalent to the Final Dividend Unit Equivalent; the resulting number is hereafter referred to as the “Final Total Unit Equivalent”; and (iv) Add the Final Total Unit Equivalent to the Initial Total Unit Equivalent; the resulting number is hereafter referred to as the “Total Unit Equivalent.” (e) If the Total Unit Equivalent is smaller than the number of Award LTIP Units, then the Grantee, as of the Final Valuation Date, shall forfeit a number of Award LTIP Units equal to the difference and thereafter the term Award LTIP Units will refer only to the remaining Award LTIP Units that were not forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units, then, upon the performance of such calculation: (A) the Grantee, as of the Final Valuation Date, shall be automatically granted a number of additional LTIP Units equal to the difference, and such additional LTIP Units shall be added to the Award LTIP Units and thereby become part of this Award, (B) the Company and the Partnership shall take such corporate or partnership action as is necessary to accomplish the grant of such additional LTIP Units, (C) the Grantee shall execute and deliver in connection with such grant such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws and (D) thereafter the term Award LTIP Units will refer collectively to the Award LTIP Units prior to such additional grant plus such additional LTIP Units. If the Total Unit Equivalent is the same as the number of Award LTIP Units previously issued to the GranteeUnits, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twenty-five percent (25%) on February 28, 2015; (ii) twenty-five percent (25%) on February 28, 2016; and (iii) fifty percent (50%) on February 28, 2017. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this Section 3(e), the provisions of Schedule A will govern. f. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.

Outperformance Award. a. The Grantee is hereby On the Grant Date the Advisor was granted an the Award, consisting of the number of 9,219,108 LTIP Units set forth on Schedule A hereto (the “Award LTIP Units”), which will be subject to (i) forfeiture and vesting to the extent provided in this Section 3 and (ii) vesting as provided in Section 3(c) and Section 4 hereof. b. As soon as practicable following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the applicable Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined for each Valuation Date referred to herein as the “Annual OPP Unit Equivalent”. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the Second Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined as of the Second Valuation Date referred to herein as the “Interim OPP Unit Equivalent”. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS PoolAmount; (ii) determine the Final Relative TRS PoolAmount; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation PercentageAmount; and (viv) divide the resulting dollar amount amounts by the Common Stock Price calculated as of the Final Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number is hereafter of unit equivalents determined as of the Final Valuation Date referred to herein as the “Total Final OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued to the GranteeAdvisor, as of the Final Valuation Date, the Grantee Advisor shall forfeit the number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the GranteeAdvisor: (A) the Company shall cause the Partnership to issue to the GranteeAdvisor, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee Advisor executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the GranteeAdvisor, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee Advisor must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twentyone-five percent third (25%1/3) on February 28April 7, 20152017; (ii) twentyone-five percent third (25%1/3) on February 28April 7, 20162018; and (iii) fifty percent one-third (50%1/3) on February 28April 7, 2017. To the extent that Schedule A provides for amounts or schedules of 2019. f. Within thirty (30) days following each vesting that conflict with the provisions of this date under Section 3(e), the provisions of Schedule A will governAdvisor, in its sole discretion, shall be entitled to convert such Award LTIP Units that vested on such date into OP Units. f. g. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.

Outperformance Award. a. The (a) On the terms and conditions set forth in this Agreement, as well as the terms and conditions of the Stock Plan, the Grantee is hereby granted an Award, this Award consisting of the number of LTIP Units participation percentage in the Outperformance Pool set forth on Schedule A hereto hereto, which is incorporated herein by reference. Capitalized terms used herein and not otherwise defined have the meanings provided on Schedule A hereto. The Grantee’s Award, if and when earned, shall be denominated in and settled through the issuance of OPP Units in a number calculated to result in the Grantee receiving a value equal to the Grantee’s participation percentage in the Year One Outperformance Pool, Year Two Outperformance Pool and Aggregate Outperformance Pool, as applicable (the collectively, “Award LTIP OPP Units”)) as of the applicable valuation date pursuant to the calculations set forth in this Section 3. The timing of issuance of Award OPP Units to the Grantee pursuant to this Award is within the full and exclusive control of the Committee, so long as such issuance occurs on or prior to the applicable date as of which will calculations are to be made pursuant to this Section 3. Without limiting the discretion of the Committee, Award OPP Units may be issued to the Grantee as of the date of this Agreement or from time to time thereafter, based on a determination by the Committee of the extent to which the performance objectives established under the Outperformance Plan have been achieved or otherwise. Award OPP Units, when issued, shall constitute and be treated as the property of the Grantee, subject to the terms of this Agreement and the Partnership Agreement. The issuance of Award OPP Units to the Grantee pursuant to this Award shall be set forth in minutes of the meetings of the Committee and communicated to the Grantee in writing promptly after the approval thereof by the Committee. Award OPP Units will be: (iA) subject to forfeiture or increase to the extent provided in this Section 3 as set forth below; and (iiB) subject to vesting as provided in Section 3(c) 4 and Section 4 8 hereof. b. As soon as practicable following . In connection with each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual Pool. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim Pool. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS Pool; (ii) determine the Final Relative TRS Pool; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation Percentage; and (v) divide the resulting dollar amount by the Common Stock Price calculated as of the Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number is hereafter referred to as the “Total OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number subsequent issuance of Award LTIP Units previously issued to the GranteeOPP Units, as of the Final Valuation Dateif any, the Grantee shall forfeit the number of Award LTIP Units equal execute and deliver to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the Grantee: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. (b) As soon as practicable following the First Valuation Date, but as of the First Valuation Date, the Committee will determine the Year One Outperformance Pool (if any) and then perform the following calculations with respect to this Award: multiply (w) the Year One Outperformance Pool calculated as of the First Valuation Date by (x) the Grantee’s Participation Percentage, and then divide the result by the product of (y) the Common Share Price calculated as of the First Valuation Date multiplied by (z) the Conversion Factor on the First Valuation Date; the resulting number is hereafter referred to as the “Year One OPP Unit Equivalent.” A number of Award OPP Units equal to the Year One OPP Unit Equivalent shall thereafter no longer be subject to forfeiture pursuant to this Section 3, but shall still be subject to vesting pursuant to Section 4 hereof. If the Total Year One OPP Unit Equivalent is the same as smaller than the number of Award LTIP OPP Units previously issued to the GranteeGrantee pursuant to Section 3(a) hereof, then there will the balance of the Award OPP Units shall continue to be no change subject to forfeiture pursuant to this Section 3. If the Year One OPP Unit Equivalent is greater than the number of Award LTIP OPP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject previously issued to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twenty-five percent (25%) on February 28, 2015; (ii) twenty-five percent (25%) on February 28, 2016; and (iii) fifty percent (50%) on February 28, 2017. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this Section 3(e), the provisions of Schedule A will govern. f. Any Award LTIP Units that do not become vested pursuant to Section 3(e3(a) or hereof, then, upon the performance of the calculations set forth in this Section 4 hereof shall3(b): (A) the Company shall cause the Partnership to issue to the Grantee, as of the First Valuation Date, a number of additional OPP Units equal to the difference; (B) such additional OPP Units shall be added to the Award OPP Units previously issued, if any, and thereby become part of this Award; (C) the Company and the Partnership shall take such corporate and partnership action as is necessary to accomplish the grant of such additional OPP Units; (D) the Grantee shall execute and deliver in connection with such grant such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable requirements, including, without payment of any consideration by limitation, federal and state securities laws; and (E) thereafter the Partnership automatically and without notice be forfeited and be and become null and voidterm Award OPP Units will refer collectively to the Award OPP Units, and neither the Grantee nor any of his or her successorsif any, heirs, assigns, or personal representatives will thereafter have any further rights or interests in issued prior to such forfeited Award LTIP additional grant plus such additional OPP Units.

Outperformance Award. a. The Grantee is hereby On June 2, 2015 (the “Grant Date”) the Advisor was granted an the Award, consisting of the number of 9,041,801 LTIP Units set forth on Schedule A hereto (the “Award LTIP Units”), which will be subject to (i) forfeiture and vesting to the extent provided in this Section 3 and (ii) vesting as provided in Section 3(c) and Section 4 hereof. b. As soon as practicable following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the applicable Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined for each Valuation Date referred to herein as the “Annual OPP Unit Equivalent”. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the Second Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined as of the Second Valuation Date referred to herein as the “Interim OPP Unit Equivalent”. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS PoolAmount; (ii) determine the Final Relative TRS PoolAmount; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation PercentageAmount; and (viv) divide the resulting dollar amount amounts by the Common Stock Price calculated as of the Final Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number is hereafter of unit equivalents determined as of the Final Valuation Date referred to herein as the “Total Final OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued to the GranteeAdvisor, as of the Final Valuation Date, the Grantee Advisor shall forfeit the number of Award LTIP Units equal to the difference without payment of any consideration by the PartnershipPartnership or the Company; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the GranteeAdvisor: (A) the Company shall cause the Partnership to issue to the GranteeAdvisor, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee Advisor executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the GranteeAdvisor, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee Advisor must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicabledate: (i) twentyone-five percent third (25%1/3) on February 28June 2, 20152018; (ii) twentyone-five percent third (25%1/3) on February 28June 2, 20162019; and (iii) fifty percent one-third (50%1/3) on February 28June 2, 2017. To the extent that Schedule A provides for amounts or schedules of 2020. f. Within thirty (30) days following each vesting that conflict with the provisions of this date under Section 3(e), the provisions Advisor, in its sole discretion, shall be entitled to convert such Award LTIP Units that vested on such date into OP Units in accordance with the terms of Schedule A will governthe Partnership Agreement. f. g. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership or the Company automatically and without notice be forfeited and be and become null and void, and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.

Outperformance Award. a. The Grantee Manager is hereby granted an Award, consisting of the number of LTIP Units set forth with an aggregate Fair Market Value on Schedule the Effective Date equal to five percent (5%) of the Initial Market Cap, allocated among the LTIP Units of the Partnerships on the Effective Date by the “independent directors” (as defined under the stock exchange on which the Class A hereto Common Stock is listed) of the Board based upon any reasonable method as determined in their sole discretion (the “Award LTIP Units”), which will be subject to (i) forfeiture and vesting to the extent provided in this Section 3 and (ii) vesting as provided in Section 3(c) and Section 4 hereof. b. As soon as practicable following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the applicable Valuation Date; the resulting number of unit equivalents determined for each Valuation Date referred to herein as the “Annual OPP Unit Equivalent”. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the Second Valuation Date; the resulting number of unit equivalents determined as of the Second Valuation Date referred to herein as the “Interim OPP Unit Equivalent”. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS PoolAmount; (ii) determine the Final Relative TRS Pool; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation PercentageAmount; and (viii) divide the resulting dollar amount amounts by the Common Stock Price calculated as of the Final Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0)Date; the resulting number is hereafter referred to as the “Total OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent unit equivalents determined as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued Date referred to the Grantee, as of the Final Valuation Date, the Grantee shall forfeit the number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the Grantee: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, herein as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the Grantee, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twenty-five percent (25%) on February 28, 2015; (ii) twenty-five percent (25%) on February 28, 2016; and (iii) fifty percent (50%) on February 28, 2017. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this Section 3(e), the provisions of Schedule A will govern. f. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.“

Outperformance Award. a. (a) The Grantee is hereby granted an Award, Award consisting of the number of LTIP Units set forth on Schedule A hereto above (the “Award LTIP Units”), which will (A) shall be subject to (i) forfeiture or increase to the extent provided in this Section 3 as set forth below and (iiB) will be subject to vesting as provided in Section 3(c) Sections 4 and Section 4 7 hereof. b. As soon as practicable following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual Pool. c. (b) As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will shall determine the Interim Pool. d. As soon as practicable Outperformance Pool (if any) and then perform the following calculations with respect to this Award: Multiply (w) the Final Valuation Date, but Outperformance Pool calculated as of the Final Valuation Date, the Committee will: Date by (ix) determine the Final Absolute TRS Pool; (ii) determine the Final Relative TRS Pool; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation Percentage; and (v) Percentage as of the Valuation Date, then divide the resulting dollar amount result by the product of (y) the Common Stock Price calculated as of the Valuation Date Date, multiplied by (appropriately adjusted to the extent that z) the Conversion Factor is greater or less than 1.0)on the Valuation Date; the resulting number is hereafter referred to as the “Total OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. ”; (c) If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued to Units, then the Grantee, as of the Final Valuation Date, the Grantee shall forfeit the a number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; and thereafter the term Award LTIP Units will refer only to the remaining Award LTIP Units that were not so forfeited and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to Units, then, upon the Granteeperformance of such calculation: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Final Valuation Date, shall be automatically granted a number of additional LTIP Units equal to the difference; (B) , and such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and , (CB) the Company and the Partnership EPLP shall take such corporate or partnership action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to , (C) the Grantee executing shall execute and delivering deliver in connection with such grant such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership EPLP reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities lawslaws and (D) thereafter the term Award LTIP Units will refer collectively to the Award LTIP Units prior to such additional grant plus such additional LTIP Units. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the GranteeUnits, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of ) Any forfeitures by the Grantee must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twenty-five percent (25%) on February 28, 2015; (ii) twenty-five percent (25%) on February 28, 2016; and (iii) fifty percent (50%) on February 28, 2017. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this Section 3(e), the provisions of Schedule A will govern. f. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration shall be retained by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP UnitsCompany.

Outperformance Award. a. The Grantee is hereby On the Grant Date the Advisor was granted an the Award, consisting of the number of 8,880,579 LTIP Units set forth on Schedule A hereto (the “Award LTIP Units”), which will be subject to (i) forfeiture and vesting to the extent provided in this Section 3 and (ii) vesting as provided in Section 3(c) and Section 4 hereof. b. As soon as practicable following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the applicable Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined for each Valuation Date referred to herein as the “Annual OPP Unit Equivalent”. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the Second Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined as of the Second Valuation Date referred to herein as the “Interim OPP Unit Equivalent”. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS PoolAmount; (ii) determine the Final Relative TRS PoolAmount; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation PercentageAmount; and (viv) divide the resulting dollar amount amounts by the Common Stock Price calculated as of the Final Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number is hereafter of unit equivalents determined as of the Final Valuation Date referred to herein as the “Total Final OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued to the GranteeAdvisor, as of the Final Valuation Date, the Grantee Advisor shall forfeit the number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the GranteeAdvisor: (A) the Company shall cause the Partnership to issue to the GranteeAdvisor, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee Advisor executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the GranteeAdvisor, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee Advisor must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twentyone-five percent third (25%1/3) on February 28April 15, 20152017; (ii) twentyone-five percent third (25%1/3) on February 28April 15, 20162018; and (iii) fifty percent one-third (50%1/3) on February 28April 15, 2017. To the extent that Schedule A provides for amounts or schedules of 2019. f. Within thirty (30) days following each vesting that conflict with the provisions of this date under Section 3(e), the provisions of Schedule A will governAdvisor, in its sole discretion, shall be entitled to convert such Award LTIP Units that vested on such date into OP Units. f. g. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.

Outperformance Award. a. The Grantee Advisor is hereby granted an Award, consisting of the number of 8,241,101 LTIP Units set forth on Schedule A hereto (the “Award LTIP Units”), which will be subject to (i) forfeiture and vesting to the extent provided in this Section 3 and (ii) vesting as provided in Section 3(c) and Section 4 hereof. b. As soon as practicable following each Valuation Date, but as of such Valuation Date, the Committee will determine the applicable Annual PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the applicable Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined for each Valuation Date referred to herein as the “Annual OPP Unit Equivalent”. c. As soon as practicable following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim PoolAmount and divide the resulting dollar amount by the Common Stock Price calculated as of the Second Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number of unit equivalents determined as of the Second Valuation Date referred to herein as the “Interim OPP Unit Equivalent”. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee will: (i) determine the Final Absolute TRS PoolAmount; (ii) determine the Final Relative TRS PoolAmount; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation PercentageAmount; and (viv) divide the resulting dollar amount amounts by the Common Stock Price calculated as of the Final Valuation Date (appropriately adjusted to the extent that the Conversion Factor is greater or less than 1.0); the resulting number is hereafter of unit equivalents determined as of the Final Valuation Date referred to herein as the “Total Final OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS PoolAmount, the Final Relative TRS Pool Amount and the Total Outperformance PoolAmount, without regard to the calculation of any Annual Pool Amount or the Interim PoolAmount, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued to the GranteeAdvisor, as of the Final Valuation Date, the Grantee Advisor shall forfeit the number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to the GranteeAdvisor: (A) the Company shall cause the Partnership to issue to the GranteeAdvisor, as of the Final Valuation Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and (C) the Company and the Partnership shall take such action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Grantee Advisor executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the GranteeAdvisor, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee Advisor must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twentyone-five percent third (25%1/3) on February 28December 31, 2015; (ii) twentyone-five percent third (25%1/3) on February 28December 31, 2016; and (iii) fifty percent one-third (50%1/3) on February 28December 31, 2017. To the extent that Schedule A provides for amounts or schedules of . f. Within thirty (30) days following each vesting that conflict with the provisions of this date under Section 3(e), the provisions of Schedule A will governAdvisor, in its sole discretion, shall be entitled to convert such Award LTIP Units that vested on such date into OP Units. f. g. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee Advisor nor any of his or her its successors, heirs, assigns, members or their respective assigns or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.

Outperformance Award. a. (a) The Grantee is hereby granted an Award, Award consisting of the number of LTIP Units set forth on Schedule A hereto above (the “Award LTIP Units”), which (i) will be subject to (i) forfeiture or increase to the extent provided in this Section 3 as set forth below and (ii) will be subject to vesting as provided in Section 3(c) and Section 4 hereof. b. As soon (b) In order to determine the number of Award LTIP Units earned by the Grantee as practicable following each of the Valuation Date, but the First Interim Valuation Date (as of such defined below) or the Second Interim Valuation DateDate (as defined below), the Committee will determine the applicable Annual Pool. c. As soon as practicable following the Second Valuation Date, but Outperformance Pool (if any) as of such date and calculate the Second Valuation Date, “OPP Unit Equivalent” by multiplying (w) the Committee will determine the Interim Pool. d. As soon as practicable following the Final Valuation Date, but Outperformance Pool calculated as of the Final Valuation Date, the Committee will: such date by (ix) determine the Final Absolute TRS Pool; (ii) determine the Final Relative TRS Pool; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool by the Grantee’s Participation Percentage; and (v) Percentage as of such date, then divide the resulting dollar amount result by the product of (y) the Common Stock Price calculated as of the Valuation Date such date multiplied by (appropriately adjusted to the extent that z) the Conversion Factor is greater on such date. (c) In the event the Outperformance Pool would have reached the Maximum Outperformance Pool Amount on each day of a period of forty-five (45) consecutive days ending on or less than 1.0); after the resulting number is hereafter referred to as the “Total OPP Unit Equivalent.” Exhibit A hereto sets forth a hypothetical example first (1st) anniversary of the calculation Effective Date but prior to the second (2nd) anniversary of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of Effective Date (assuming that all awards forfeited at any Annual Pool or the Interim Pool, based on factual assumptions time during any such period were forfeited as of the date beginning of this Agreement. For the avoidance of doubtsuch period), Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent then, as of the Final last day (the “First Interim Valuation Date. If ”) of the Total OPP Unit Equivalent is smaller than first such period that occurs, the Grantee shall earn a number of Award LTIP Units previously issued equal to one-third (1/3) of the OPP Unit Equivalent calculated as of the First Interim Valuation Date pursuant to the Granteecalculation provided in Section 3(b). (d) In the event the Outperformance Pool would have reached the Maximum Outperformance Pool Amount on each day of a period of forty-five (45) consecutive days ending on or after the second (2nd) anniversary of the Effective Date but prior to the third (3rd) anniversary of the Effective Date (assuming that all awards forfeited at any time during any such period were forfeited as of the beginning of such period), then, as of the Final last day (the “Second Interim Valuation Date”) of the first such period that occurs, the Grantee shall forfeit earn a number of Award LTIP Units equal to two-thirds (2/3) of the OPP Unit Equivalent calculated as of the Second Interim Valuation Date pursuant to the calculation provided in Section 3(b) (or if Award LTIP Units were previously earned by the Grantee pursuant to Section 3(c), an additional number of Award LTIP Units equal to the difference without payment greater of any consideration by (i) one-third (1/3) of the Partnership; thereafter OPP Unit Equivalent calculated as of the term Second Interim Valuation Date or (ii) two-thirds (2/3) of the OPP Unit Equivalent calculated as of the Second Interim Valuation Date minus the number of Award LTIP Units will refer only previously earned by the Grantee pursuant to Section 3(c) above). (e) As of the Valuation Date, the Committee shall perform the final calculation pursuant to Section 3(b) to determine the number of Award LTIP Units earned by the Grantee. As of the Valuation Date, the Grantee shall earn a number of Award LTIP Units equal to the OPP Unit Equivalent as of the Valuation Date (or (i) if Award LTIP Units were previously earned by the Grantee pursuant to Section 3(c) but not Section 3(d), an additional number of Award LTIP Units equal to the greater of (A) two-thirds (2/3) of the OPP Unit Equivalent calculated as of the Valuation Date or (B) the OPP Unit Equivalent calculated as of the Valuation Date minus the number of Award LTIP Units previously earned by the Grantee pursuant to Section 3(c); or (ii) if Award LTIP Units were previously earned by the Grantee pursuant to Section 3(d), an additional number of Award LTIP Units equal to the greater of (A) one-third (1/3) of the OPP Unit Equivalent calculated as of the Valuation Date or (B) the OPP Unit Equivalent calculated as of the Valuation Date minus the number of Award LTIP Units previously earned by the Grantee pursuant to Sections 3(c) and 3(d). As of the Valuation Date, the Grantee shall automatically forfeit any Award LTIP Units that were are not so forfeited and neither earned as of or prior to the Valuation Date pursuant to Sections 3(c), 3(d) or 3(e). (f) If the Grantee nor earns any of his or her successors, heirs, assigns, or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. as of the First Interim Valuation Date, the Second Interim Valuation Date or the Valuation Date pursuant to Section 3(c), 3(d) or 3(e) above, respectively, then, as of the date on which such Award LTIP Units are earned, the Grantee will also earn an additional number of Award LTIP Units equal to the result of performing the following calculation, which will be performed by the Committee: Where: W= the number of Award LTIP Units earned as of such date pursuant to Section 3(c), 3(d) or 3(e) above, as applicable, multiplied by the Conversion Factor on such date; X= the Dividend Value as of such date; Y= the Special LTIP Unit Distribution (as defined in Exhibit F to the Partnership Agreement) payable with respect to the number of Award LTIP Units earned as of such date (including pursuant to this Section 3(f)); and Z= the Common Stock Price calculated as of such date multiplied by the Conversion Factor on such date. (g) If the Total OPP Unit Equivalent total number of Award LTIP Units earned as of the First Interim Valuation Date, the Second Interim Valuation Date or the Valuation Date is greater than the number of Award LTIP Units that have not previously issued to been earned hereunder, then, upon the GranteeCommittee’s determination that such Award LTIP Units have been earned: (Ai) the Company shall cause the Partnership to issue to the Grantee, as of the Final Valuation Datesuch date, shall be automatically granted a number of additional LTIP Units equal to the difference; (B) , and such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; , (ii) the Partnership shall pay to the Grantee an amount in cash equal to 10% of the product of (A) the number of additional LTIP Units granted pursuant to clause (i) above, multiplied by (B) the Conversion Factor on the date such additional LTIP Units are granted and (C) the Dividend Value on the date such additional LTIP Units are granted, (iii) the Company and the Partnership shall take such corporate or partnership action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to , (iv) the Grantee executing shall execute and delivering deliver in connection with such grant such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If laws and (v) thereafter the Total OPP Unit Equivalent is term Award LTIP Units will refer collectively to the same as Award LTIP Units prior to such additional grant plus such additional LTIP Units. (h) The Grantee shall have no rights to Award LTIP Units earned pursuant to this Section 3 until the number of such Award LTIP Units are determined by the Committee; provided that the Committee shall make the determination of the number of Award LTIP Units previously issued to earned as of the GranteeValuation Date, then there will be no change to the number of First Interim Valuation Date and the Second Interim Valuation Date reasonably promptly following such date and, following such determination, any Award LTIP Units under this Award. e. If any of the Award LTIP Units earned will be deemed to have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereofof the Valuation Date, the Award LTIP Units shall become vested in First Interim Valuation Date and/or the following amounts and at the following times, provided that the Continuous Service of the Grantee must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereofSecond Interim Valuation Date, as applicable: (i) twenty-five percent (25%) on February 28, 2015; (ii) twenty-five percent (25%) on February 28, 2016; and (iii) fifty percent (50%) on February 28, 2017. To for purposes of determining the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this Section 3(e), the provisions of Schedule A will governGrantee’s rights hereunder. f. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.

Outperformance Award. a. The (a) Subject to Section 8, the Grantee is hereby granted an Award, Award consisting of the number of LTIP Units set forth on Schedule A hereto above (the “Award LTIP Units”), which (A) will be subject to (i) forfeiture or increase to the extent provided in this Section 3 as set forth below and (iiB) will be subject to vesting as provided in Section 3(c) Sections 4 and Section 4 8 hereof. b. (b) As soon as practicable following each the Valuation Date, but as of such the Valuation Date, the Committee will determine the applicable Annual Pool. c. As soon as practicable Outperformance Pool (if any) and then perform the following the Second Valuation Date, but as of the Second Valuation Date, the Committee will determine the Interim Pool. d. As soon as practicable following the Final Valuation Date, but as of the Final Valuation Date, the Committee willcalculations with respect to this Award: (i) determine Multiply (w) the Final Absolute TRS Pool; (ii) determine the Final Relative TRS Pool; (iii) determine the Total Outperformance Pool; (iv) multiply the Total Outperformance Pool calculated as of the Valuation Date by (x) the Grantee’s Participation Percentage; and (v) Percentage as of the Valuation Date, then divide the resulting dollar amount result by the product of (y) the Common Stock Price calculated as of the Valuation Date multiplied by (appropriately adjusted to the extent that z) the Conversion Factor on the Valuation Date; the resulting number is greater or less than 1.0)hereafter referred to as the “OPP Unit Equivalent”; (ii) Multiply (v) the OPP Unit Equivalent by (w) the Conversion Factor on the Valuation Date and (x) the Dividend Value as of the Valuation Date, then divide the result by the product of (y) the Common Stock Price calculated as of the Valuation Date multiplied by (z) the Conversion Factor on the Valuation Date; the resulting number is hereafter referred to as the “Dividend Unit Equivalent”; and (iii) Add the OPP Unit Equivalent to the Dividend Unit Equivalent; the resulting number is hereafter referred to as the “Total OPP Unit Equivalent”.” Exhibit A hereto sets forth a hypothetical example of the calculation of the Final Absolute TRS Pool, the Final Relative TRS Pool and the Total Outperformance Pool, without regard to the calculation of any Annual Pool or the Interim Pool, based on factual assumptions as of the date of this Agreement. For the avoidance of doubt, Exhibit A is merely illustrative and will not control the determination of the Total OPP Unit Equivalent as of the Final Valuation Date. (c) If the Total OPP Unit Equivalent is smaller than the number of Award LTIP Units previously issued to Units, then the Grantee, as of the Final Valuation Date, the Grantee shall forfeit the a number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; and thereafter the term Award LTIP Units will refer only to the remaining Award LTIP Units that were not so forfeited and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will have any further rights or interests in the Award LTIP Units that were so forfeited. If the Total OPP Unit Equivalent is greater than the number of Award LTIP Units previously issued to Units, then, upon the Granteeperformance of such calculation: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Final Valuation Date, shall be automatically granted a number of additional LTIP Units equal to the difference; (B) , and such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; and , (CB) the Company and the Partnership shall take such corporate or partnership action as is necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to , (C) the Grantee executing shall execute and delivering deliver in connection with such grant such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities lawslaws and (D) thereafter the term Award LTIP Units will refer collectively to the Award LTIP Units prior to such additional grant plus such additional LTIP Units. If the Total OPP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the GranteeUnits, then there will be no change to the number of Award LTIP Units under this Award. e. If any of the Award LTIP Units have been earned based on performance as provided in Sections 3(b), (c) and (d), subject to Section 4 hereof, the Award LTIP Units shall become vested in the following amounts and at the following times, provided that the Continuous Service of the Grantee must continue through the applicable vesting date or the accelerated vesting date provided in Section 4 hereof, as applicable: (i) twenty-five percent (25%) on February 28, 2015; (ii) twenty-five percent (25%) on February 28, 2016; and (iii) fifty percent (50%) on February 28, 2017. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this Section 3(e), the provisions of Schedule A will govern. f. Any Award LTIP Units that do not become vested pursuant to Section 3(e) or Section 4 hereof shall, without payment of any consideration by the Partnership automatically and without notice be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Award LTIP Units.