PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between InvenTrust Properties Corp., a Maryland corporation (the “Company”), and...
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PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between InvenTrust Properties Corp., a Maryland corporation (the “Company”), and <PARTC_NAME> (the “Participant”). WHEREAS, the Company maintains the InvenTrust Properties Corp. 2015 Incentive Award Plan (as amended from time to time, the “Plan”); WHEREAS, the Company wishes to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement); WHEREAS, Section 9.4 of the Plan provides for the issuance of Restricted Stock Units (“RSUs”); WHEREAS, Section 9.2 of the Plan provides for the issuance of Dividend Equivalent awards; and WHEREAS, the Administrator has determined that it would be to the advantage and in the best interest of the Company to issue the RSUs and Dividend Equivalents provided for herein to the Participant as an inducement to enter into or remain in the service of the Company and its Subsidiaries, and as an additional incentive during such service, and has advised the Company thereof. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Issuance of Award of RSUs. Pursuant to the Plan, in consideration of the Participant’s agreement to provide services to the Company and its Subsidiaries, the Company hereby issues to the Participant an award of <RSUS_GRANTED>1 RSUs. Each RSU that vests (and ceases to be subject to the Restrictions) shall represent the right to receive payment, in accordance with this Agreement, of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Unless and until an RSU vests, the Participant will have no right to payment in respect of any such RSU. Prior to actual payment in respect of any vested RSU, such RSU will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. 2. Dividend Equivalents. Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds. With respect to each dividend for which the record date occurs on or after the commencement of the Performance Period and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent, each outstanding Dividend Equivalent shall entitle the Participant to receive payments equal to dividends paid, if any, on the Shares underlying the RSU to which such Dividend Equivalent relates, to the extent that such RSU becomes a Performance Vested RSU, payable in the same form and amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than sixty (60) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the RSU been a Performance Vested RSU shall be paid in a single lump sum no later than twenty (20) days following the date on which the RSU becomes a Performance Vested RSU. Notwithstanding the foregoing, Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which the record date occurs after the payment 1 Note to Draft: The number of RSUs granted will be the maximum number that will vest if maximum performance is achieved. 1
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(i) “Good Reason” means “Good Reason” as defined in the Participant’s applicable employment or similar agreement with the Company if such an agreement exists and contains a definition of Good Reason, or, if no such agreement exists or such agreement does not contain a definition of Good Reason, then Good Reason means the occurrence of any of the following events or conditions without the Participant’s written consent: (i) a material diminution in the Participant’s authority, duties or responsibilities; (ii) a material diminution in the Participant’s base salary, target annual bonus level, [or target annual equity-based compensation opportunity,]2 in each case, as in effect on the date of this Agreement and as may be increased from time to time; and (iii) the Participant being required to relocate his or her principal place of employment with the Company or a Subsidiary (as applicable) more than 50 miles from his or her principal place of employment immediately prior to the occurrence of the event constituting Good Reason. A termination of employment by the Participant shall not be deemed to be for Good Reason unless (A) the Participant gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days of the Company’s receipt of such notice (“Correction Period”), and (C) the Participant terminates his or her employment no later than thirty (30) days following the Correction Period. (j) “NAREIT Shopping Center Index” means the NAREIT Shopping Centers Index, or, in the event such index is discontinued, a comparable index selected by the Administrator in good faith. (k) “Performance Period” means the period set forth on Exhibit A attached hereto. (l) “Performance Vested RSUs” means (i) the AFFO Vested RSUs, plus (ii) the Same- Property NOI Growth Vested RSUs. (m) “Qualifying Termination” means a Termination of Service by reason of (i) the Participant’s death, (ii) a termination by the Company or any Subsidiary due to the Participant’s Disability, or (iii) a termination by the Company or any Subsidiary other than for Cause or by the Participant for Good Reason. (n) “Restrictions” means the exposure to forfeiture set forth in Sections 5(a) and 6(a). (o) “Same-Property NOI Growth Performance Vesting Percentage” means the percentage determined as set forth on Exhibit A attached hereto, which is a function of the Shopping Center Index Relative Performance during the Performance Period. (p) “Same-Property NOI Growth RSUs” means the number of RSUs designated as Same- Property NOI Growth RSUs on Exhibit A attached hereto. 2 Target LTI to be included for SVPs and above. 3
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amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. (e) Severability. If for any reason one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument. (f) Titles. The titles, captions or headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. (g) Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile (including, without limitation, transfer by .pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument. (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts entered into and wholly to be performed within the State of Maryland by Maryland residents, without regard to any otherwise governing principles of conflicts of law that would choose the law of any state other than the State of Maryland. (i) Notices. Any notice to be given by the Participant under the terms of this Agreement shall be addressed to the Legal Department of the Company at the Company’s address set forth in Exhibit A attached hereto. Any notice to be given to the Participant shall be addressed to him or her at the Participant’s then current address on the books and records of the Company. By a notice given pursuant to this Section 18(i), either party may hereafter designate a different address for notices to be given to him or her. Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 18(i) (and the Company shall be entitled to rely on any such notice provided to it that it in good faith believes to be true and correct, with no duty of inquiry). Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed as set forth above or upon confirmation of delivery by a nationally recognized overnight delivery service. 9
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. INVENTRUST PROPERTIES CORP., a Maryland corporation By: __________________________________ Name: Title: The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement. ____________________________ <PARTC_NAME> 10
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Exhibit A Definitions and Notice Address Definitions Capitalized terms not defined herein shall have the meanings set forth in the Performance-Based Restricted Stock Unit Agreement to which this Exhibit is attached. “AFFO RSUs” means [_______] RSUs.3 “AFFO Performance Vesting Percentage” means a function of the Company AFFO per Share during the Performance Period, and shall be determined as set forth below: AFFO Performance Company AFFO per Vesting Share Percentage < $0.369 0% “Threshold Level” > $0.369 25% “Target Level” > $0.410 50% “Maximum Level” >$0.451 100% In the event that the Company AFFO per Share falls between the Threshold Level and the Target Level, the AFFO Performance Vesting Percentage shall be determined using straight line linear interpolation between the Threshold Level and Target Level AFFO Performance Vesting Percentages specified above; and in the event that the Company AFFO per Share falls between the Target Level and the Maximum Level, the AFFO Performance Vesting Percentage shall be determined using straight line linear interpolation between the Target Level and Maximum Level AFFO Performance Vesting Percentages specified above. “Performance Period” means the period commencing on January 1, 2019 and ending on December 31, 2021. “Same-Property NOI Growth RSUs” means [_______] RSUs.4 “Same-Property NOI Growth Performance Vesting Percentage” means a function of the Shopping Center Index Relative Performance during the Performance Period, and shall be determined as set forth below: Same- Property NOI Growth Shopping Center Performance Index Relative Vesting Performance Percentage < 25th Percentile 0% “Threshold Level” > 25th Percentile 25% “Target Level” > 50th Percentile 50% “Maximum Level” >85th Percentile 100% 3 Note to Draft: AFFO RSUs will represent 50% of total performance-based RSUs granted. 4 Note to Draft: Same-Property NOI Growth RSUs will represent 50% of total performance-based RSUs granted. Exhibit A
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In the event that the Shopping Center Index Relative Performance falls between the Threshold Level and the Target Level, the Same-Property NOI Growth Performance Vesting Percentage shall be determined using straight line linear interpolation between the Threshold Level and Target Level Same-Property NOI Growth Performance Vesting Percentages specified above; and in the event that the Shopping Center Index Relative Performance falls between the Target Level and the Maximum Level, the Same-Property NOI Growth Performance Vesting Percentage shall be determined using straight line linear interpolation between the Target Level and Maximum Level Same-Property NOI Growth Performance Vesting Percentages specified above. Company Address 0000 Xxxxxxxx Xxxxxxx Xxxxx 000 Xxxxxxx Xxxxx, Xxxxxxxx 00000 Exhibit A