Common use of Qualifying Terminations of Employment Clause in Contracts

Qualifying Terminations of Employment. (i) If the Participant’s employment with the Company and its Subsidiaries is terminated as a result of a Qualifying Termination, then each Sponsor and its Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the value of the Sponsor Equity immediately prior to the applicable Termination Date (as determined in good faith by the Board, but valuing the Sponsor Equity using the 30-day volume-weighted average price following the Termination Date). (ii) If a Qualifying Termination occurs within six months prior to either of June 28, 2014 or June 28, 2016, then a number of Unvested Restricted Shares shall immediately become Vested Shares equal to the number that would have vested on such date had the Participant remained continuously employed for an additional six months. (iii) If a Qualifying Termination occurs within two years following a transaction (a “Combination Transaction”) in which all or substantially all of the business operations and assets of the Company have been combined (through any form of transaction, including a merger, a stock transfer, joint venture or a sale of assets) with the business and assets of another business owned and controlled (as the time of the combination) by a third party that is not an Affiliate of the Sponsor and the Company’s collective business operations and assets do not constitute more than 50% of the net assets of the combined businesses (measured as of the most recently available completed fiscal quarter prior to the transaction), then each Sponsor and its Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the value of the Sponsor Equity immediately prior to the applicable Termination Date (as determined in good faith by the Board).

Qualifying Terminations of Employment. (i) If the Participant’s employment with the Company Brixmor and its Subsidiaries is terminated as a result of a Qualifying Termination, then each Sponsor and its Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the value of the Sponsor Equity immediately prior to the applicable Termination Date (as determined in good faith by the Board, but valuing the Sponsor Equity using the 30-day volume-weighted average price following the Termination Date). (ii) If a Qualifying Termination occurs within six months prior to either of June 28, 2014 or June 28, 2016, then a number of Unvested Restricted Shares shall immediately become Vested Shares equal to the number that would have vested on such date had the Participant remained continuously employed for an additional six months. (iii) If a Qualifying Termination occurs within two years following a transaction (a “Combination Transaction”) in which all or substantially all of the business operations and assets of the Company Brixmor have been combined (through any form of transaction, including a merger, a stock transfer, joint venture or a sale of assets) with the business and assets of another business owned and controlled (as the time of the combination) by a third party that is not an Affiliate of the Sponsor and the CompanyBrixmor’s collective business operations and assets do not constitute more than 50% of the net assets of the combined businesses (measured as of the most recently available completed fiscal quarter prior to the transaction), then each Sponsor and its Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the value of the Sponsor Equity immediately prior to the applicable Termination Date (as determined in good faith by the Board).