ivt-formofperformancersu






1  US-DOCS\130068421.2 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”).  Capitalized terms used but not otherwise defined herein shall have the  meanings ascribed to such terms in the Plan (as defined below).  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> 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 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 five (5) 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 of the Performance Vested  RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent  payments with respect to any RSU that does not become a Performance Vested RSU.  Dividend Equivalents and  any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the  





 






2  US-DOCS\130068421.2 rights arising in connection therewith for purposes of the designation of time and form of payments required by  Section 409A of the Code.  3. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth  below.    (a) “Cause” means “Cause” as defined in the Participant’s applicable employment or similar  agreement with the Company if such an agreement exists and contains a definition of Cause, or, if no such agreement  exists or such agreement does not contain a definition of Cause, then Cause means (i) the willful fraud or material  dishonesty of the Participant in connection with the performance of the Participant’s duties to the Company or any  Subsidiary; (ii) the deliberate or intentional failure by the Participant to substantially perform the Participant’s duties  to the Company or any Subsidiary (other than the Participant’s failure resulting from his or her incapacity due to  physical or mental illness) after a written notice is delivered to the Participant by the Company, which demand  specifically identifies the manner in which the Company believes the Participant has not substantially performed  his or her duties; (iii) willful misconduct by the Participant that is materially detrimental to the reputation, goodwill  or business operations of the Company or any Subsidiary; (iv) willful disclosure of the Company’s or any  Subsidiary’s confidential information or trade secrets; (v) a material breach of the terms of this Agreement or the  Plan; or (vi) the conviction of, or plea of nolo contendere to a charge of commission of a felony or crime of moral  turpitude by the Participant.  For purposes of this definition, no act or failure to act will be considered “willful,”  unless it is done or omitted to be done, by the Participant in bad faith or without reasonable belief that the  Participant’s action or omission was in the best interests of the Company or any Subsidiary.    (b) “Company TSR Percentage” means the compounded annual growth rate, expressed as a  percentage (rounded to the nearest tenth of a percent (0.1%)), in the value per Share during the Performance Period  due to the change in the price per Share plus dividends declared during the Performance Period assuming dividends  are reinvested in Common Stock on the ex-dividend date (at a price equal to the closing price of the Common Stock  on the applicable ex-dividend date). The Company TSR Percentage shall be calculated in accordance with the total  shareholder return calculation methodology used in the Nareit Shopping Center Index (and, for the avoidance of  doubt, assuming the reinvestment of all dividends paid on Common Stock); provided, however, that for purposes  of calculating total shareholder return for any Performance Period, the initial share price shall equal the closing  price of a Share on the principal securities exchange on which such shares are then traded on the first trading day  occurring within the Performance Period, and the final share price as of any given date shall be equal to the Share  Value.    (c) “Disability” means a disability that qualifies or, had the Participant been a participant,  would qualify the Participant to receive long-term disability payments under the Company’s group long-term  disability insurance plan or program, as it may be amended from time to time.    (d) “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,] 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  





 






3  US-DOCS\130068421.2 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.  (e) “Index Companies” means the individual companies that comprise the Nareit Shopping  Center Index on the Grant Date, provided that if the common stock of any such entity ceases to be listed on a  nationally recognized stock exchange at any time during the Performance Period, that that entity shall be excluded  from the Index Companies.     (f) “Index Relative Performance” means the Company TSR Percentage compared to the  Index TSR Percentages, expressed as a percentile ranking against the Index Companies.    (g) “Index TSR Percentage” means the compounded annual growth rate, expressed as a  percentage (rounded to the nearest tenth of a percent (0.1%)), of each of the Index Companies during the  Performance Period, calculated in a manner consistent with Section 2(b) above from publicly available information.     (h) “Nareit Shopping Center Index” means the Nareit Shopping Center Index, or, in the event  that such index is discontinued, or its methodology is significantly changed, a comparable index selected by the  Administrator in good faith.    (i) “Performance Period” means the period set forth on Exhibit A attached hereto.    (j) “Performance Vested RSUs” means the product of (i) the total number of RSUs, and (ii)  the Relative TSR Performance Vesting Percentage..    (k) “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.    (l) “Relative TSR Performance Vesting Percentage” means the percentage determined as set  forth on Exhibit A attached hereto, which is a function of the Index Relative Performance during the Performance  Period.    (m) “Restrictions” means the exposure to forfeiture set forth in Sections 5(a) and 6(a).    (n) “Service Provider” means an Employee, Consultant or member of the Board, as applicable.    (o) “Share” means a share of Common Stock.    (p) “Share Value” as of any given date, means the average of the closing trading prices of a  Share on the principal exchange on which such shares are then traded for each trading day during the twenty (20)  consecutive trading days ending on such date; provided, however, that if a Change in Control occurs prior to the  completion of the Performance Period, Share Value shall mean the price per Share paid by the acquiror in the  Change in Control transaction or, to the extent that the consideration in the Change in Control transaction is paid in  stock of the acquiror or its affiliates, then, unless otherwise determined by the Administrator, Share Value shall  





 






4  US-DOCS\130068421.2 mean the value of the consideration paid per Share based on the average of the high and low trading prices of a  share of such acquiror stock on the principal exchange on which such shares are then traded on the date on which a  Change in Control occurs.    (q) “Unvested RSU” means any RSU that has not become fully vested pursuant to Section 5  or 6 hereof and remains subject to the Restrictions.    4. RSUs and Dividend Equivalents Subject to the Plan; Ownership and Transfer Restrictions.   (a) The RSUs and Dividend Equivalents are subject to the terms, definitions and provisions of  the Plan, which is incorporated herein by reference, including, without limitation, the restrictions on transfer set  forth in Section 9.3 of the Plan and the REIT restrictions set forth in Section 11.7 of the Plan.  (b) Without limiting the foregoing, the RSUs and Common Stock issuable with respect thereto  shall be subject to the restrictions on ownership and transfer set forth in the charter of the Company, as amended  and supplemented from time to time.  5. Vesting.  (a) Performance Vesting.  As soon as reasonably practicable (but in no event more than sixty- five (65) days) following the completion of the Performance Period, the Administrator shall determine the Company  TSR Percentage, the Index TSR Vesting Percentage and the number of RSUs granted hereby that have become  Performance Vested RSUs, in each case as of the completion of the Performance Period.  Subject to Sections 5(b),  6(b) and 6(c) below, upon such determination by the Administrator, the Restrictions set forth in Section 6(a) below  applicable to any outstanding Performance Vested RSUs (if any) shall lapse and such Performance Vested RSUs  shall become fully vested, subject to the Participant’s continued status as a Service Provider through such vesting  date.  Any RSUs granted hereby which do not satisfy the requirements to become Performance Vested RSUs as of  the completion of the Performance Period will automatically be cancelled and forfeited without payment of any  consideration therefor, and the Participant shall have no further right to or interest in such RSUs.  (b) Change in Control.  Notwithstanding the foregoing, in the event that (i) a Change in Control  occurs prior to the completion of the Performance Period, (ii) the Participant has not incurred a Termination of  Service prior to such Change in Control and (iii) this award of RSUs is not continued, converted, assumed or  replaced by the surviving or successor entity in such Change in Control in an equitable manner approved by the  Administrator in good faith, the Restrictions shall lapse with respect to a number of RSUs equal to the number of  RSUs which would be Performance Vested RSUs (if any) based on actual performance as of and assuming the  completion of the Performance Period as of the date of the Change in Control, and such RSUs shall, immediately  prior to such Change in Control, become vested and shall be deemed to be Performance Vested RSUs.  Any RSUs  that do not become vested in accordance with the this Section 5(b) will automatically be cancelled and forfeited as  of the date of the Change in Control without payment of any consideration therefor, and the Participant shall have  no further right to or interest in such RSUs.  6. Effect of Termination of Service.  (a) Termination of Service.  Subject to Sections 6(b) and (c) below, in the event of the  Participant’s Termination of Service for any reason, any and all Unvested RSUs as of the date of such Termination  of Service will automatically and without further action be cancelled and forfeited without payment of any  consideration therefor, and the Participant shall have no further right to or interest in such Unvested RSUs.  Except  as set forth in Sections 6(b) and (c) below, no RSUs which have not vested as of the date of the Participant’s  Termination of Service shall thereafter become vested.  





 






5  US-DOCS\130068421.2 (b) Qualifying Termination Prior to Completion of Performance Period.  In the event that the  Participant incurs a Qualifying Termination prior to the completion of the Performance Period, the RSUs granted  hereby shall remain outstanding and eligible to become Performance Vested RSUs in accordance with Section 5(a)  above.  In such event, following the completion of the Performance Period, the Restrictions set forth in Section 5(a)  above shall lapse with respect to a number of RSUs equal to the product of (x) the number of RSUs that become  Performance Vested RSUs in accordance with Section 5(a) above (if any) as of the completion of the Performance  Period, and (y) a fraction, the numerator of which is the number of days elapsed from the first day of the Performance  Period through and including the date of the Participant’s Qualifying Termination, and the denominator of which is  the number of days in the completed Performance Period, and such RSUs shall become vested and shall be deemed  to be Performance Vested RSUs.  Any RSUs that do not become fully vested in accordance with the preceding  sentence will automatically be cancelled and forfeited as of the completion of the Performance Period without  payment of any consideration therefor, and the Participant shall have no further right or interest in or with respect  to such RSUs.  (c) Qualifying Termination Following Completion of Performance Period.  In the event that  the Participant incurs a Qualifying Termination following the completion of the Performance Period but prior to the  date on which vested RSUs are paid, the RSUs granted hereby shall remain outstanding and eligible to become  Performance Vested RSUs in accordance with Section 5(a) above.  Any RSUs that do not become fully vested in  accordance with the preceding sentence will automatically be cancelled and forfeited without payment of any  consideration therefor, and the Participant shall have no further right or interest in or with respect to such RSUs.  7. Payment.  Payments in respect of any RSUs that vest in accordance herewith shall be made to the  Participant (or in the event of the Participant’s death, to his or her estate) in whole Shares, and any fractional Share  will be rounded (or paid in cash) as determined by the Company; provided, however, that in no event shall the  aggregate number of RSUs that vest or become payable hereunder exceed the total number of RSUs set forth in  Section 1 of this Agreement.  The Company shall make such payments as soon as practicable after the applicable  vesting date, but in any event within five (5) days after such vesting date, provided that, in the event of vesting upon  a Change in Control under Section 5(b) above, such payment shall be made or deemed made immediately preceding  and effective upon the occurrence of such Change in Control.  8. Determinations by Administrator.  Notwithstanding anything contained herein, all determinations,  interpretations and assumptions relating to the vesting of the RSUs (including, without limitation, determinations,  interpretations and assumptions with respect to Company TSR Percentage and Index TSR Percentages) shall be  made by the Administrator and shall be applied consistently and uniformly to all similar Awards granted under the  Plan.  In making such determinations, the Administrator may employ attorneys, consultants, accountants, appraisers,  brokers, or other persons, and the Administrator, the Board, the Company and its officers and directors shall be  entitled to rely upon the advice, opinions or valuations of any such persons.  All actions taken and all interpretations  and determinations made by the Administrator in good faith and absent manifest error shall be final and binding  upon the Participant, the Company and all other interested persons.  In addition, the Administrator, in its discretion,  may adjust or modify the methodology for calculations relating to the vesting of the RSUs (including, without  limitation, the methodology for calculating Company TSR Percentage and Index TSR Percentages), other than the  Relative TSR Performance Vesting Percentage, as necessary or desirable to account for events which, in the  discretion of the Administrator, are not considered indicative of Company performance, which may include events  such as the issuance of new Common Stock, stock repurchases, stock splits, issuances and/or exercises of stock  grants or stock options, and similar events, all in order to properly reflect the Company’s intent with respect to the  performance objectives underlying the RSUs or to prevent dilution or enlargement of the benefits or potential  benefits intended to be made available with respect to the RSUs.  9. Restrictions on New RSUs or Shares.  In the event that the RSUs or the Shares underlying the RSUs  are changed into or exchanged for a different number or kind of securities of the Company or of another corporation  or other entity by reason of merger, consolidation, recapitalization, reclassification, stock split, stock dividend or  





 






6  US-DOCS\130068421.2 combination of shares, such new or additional or different securities which are issued upon conversion of or in  exchange or substitution for RSUs or the Shares underlying the RSUs which are then subject to vesting shall be  subject to the same vesting conditions as such RSUs or Shares, as applicable, unless the Administrator provides for  the vesting of the RSUs or the Shares underlying the RSUs, as applicable.  10. Conditions to Issuance of Shares.  Shares issued as payment for the RSUs will be issued out of the  Company’s authorized but unissued Shares.  Upon issuance, such Shares shall be fully paid and nonassessable.  The  Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued  therefor.  In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be  issued only upon the fulfillment of all of the following conditions:  (a) The admission of such Shares to listing on all stock exchanges on which such class of stock  is then listed;  (b) The completion of any registration or other qualification of such shares under any state or  federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental  regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;  (c) The obtaining of any approval or other clearance from any state or federal governmental  agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;  (d) The lapse of such reasonable period of time as the Administrator may from time to time  establish for reasons of administrative convenience; and  (e) The receipt by the Company of full payment for any applicable withholding or other  employment tax or required payments with respect to any such Shares to the Company with respect to the issuance  or vesting of such Shares.  In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably  determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable  law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines  that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation  Section 1.409A-2(b)(7)(ii).  The Company shall not delay any payment if such delay will result in a violation of  Section 409A of the Code.  11. Rights as Stockholder.  Neither the Participant nor any person claiming under or through the  Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares  deliverable hereunder unless and until such Shares will have been issued, recorded on the records of the Company  or its transfer agents or registrars, and delivered to the Participant or any person claiming under or through the  Participant.  12. Tax Withholding.  The Company or any Subsidiary shall have the authority and the right to deduct  or withhold, or require the Participant to remit to such entity, an amount sufficient to satisfy federal, state, local and  foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to the  issuance, vesting or payment of the RSUs and the Dividend Equivalents.  The Administrator may in its discretion  and in satisfaction of the foregoing requirement or in satisfaction of such additional withholding obligations as the  Participant may have elected, allow the Participant to elect to have the Company or the Subsidiary (as applicable)  withhold Shares otherwise issuable under such award (or allow the return of Shares) having a Fair Market Value  equal to the sums to be withheld.  Notwithstanding any other provision of the Plan or this Agreement, the number  of Shares which may be withheld with respect to the issuance, vesting or payment of the RSUs in order to satisfy  the Participant’s income and payroll tax liabilities with respect to the issuance, vesting or payment of the RSUs and  





 






7  US-DOCS\130068421.2 the Dividend Equivalents shall be limited to the number of shares which have a fair market value on the date of  withholding no greater than the aggregate amount of such liabilities based on the maximum statutory withholding  rates in the Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax  purposes that are applicable to such supplemental taxable income.    13. Remedies.  The Participant shall be liable to the Company for all costs and damages, including  incidental and consequential damages, resulting from a disposition of the RSUs which is in violation of the  provisions of this Agreement.  Without limiting the generality of the foregoing, the Participant agrees that the  Company shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement  and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same.  The  Participant will not urge as a defense that there is an adequate remedy at law.    14. Restrictions on Public Sale by the Participant.  To the extent not inconsistent with applicable law,  the Participant agrees not to effect any sale or distribution of the RSUs or the Shares underlying the RSUs or any  similar security of the Company, or any securities convertible into or exchangeable or exercisable for such  securities, including a sale pursuant to Rule 144 under the Securities Act, during the fourteen (14) days prior to, and  during the up to 90 day period beginning on, the date of the pricing of any public or private debt or equity securities  offering by the Company (except as part of such offering), if and to the extent requested in writing by the Company  in the case of a non-underwritten public or private offering or if and to the extent requested in writing by the  managing underwriter or underwriters (or initial purchaser or initial purchasers, as the case may be) and consented  to by the Company, which consent may be given or withheld in the Company’s sole and absolute discretion, in the  case of an underwritten public or private offering (such agreement to be in the form of a lock-up agreement provided  by the Company, managing underwriter or underwriters, or initial purchaser or initial purchasers, as the case may  be).    15. Conformity to Securities Laws.  The Participant acknowledges that the Plan and this Agreement  are intended to conform to the extent necessary with all provisions of all applicable federal and state laws, rules and  regulations (including, but not limited to the Securities Act and the Exchange Act and any and all regulations and  rules promulgated by the Securities and Exchange Commission thereunder, including without limitation the  applicable exemptive conditions of Rule 16b-3 of the Exchange Act) and to such approvals by any listing, regulatory  or other governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in  connection therewith.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the  RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted  by applicable law, the Plan, this Agreement and the RSUs shall be deemed amended to the extent necessary to  conform to such laws, rules and regulations.    16. Code Section 409A.  To the extent applicable, this Agreement shall be interpreted in accordance  with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued  thereunder, including without limitation any such regulations or other guidance that may be issued after the effective  date of this Agreement.  Notwithstanding any provision of this Agreement to the contrary, in the event that following  the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A of the  Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be  issued after the effective date of this Agreement ), the Company may adopt such amendments to this Agreement or  adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or  take any other actions, that the Company determines are necessary or appropriate to (a) exempt the RSUs from  Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the  RSUs, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury  guidance; provided, however, that this Section 16 shall not create any obligation on the part of the Company or any  Subsidiary to adopt any such amendment, policy or procedure or take any such other action.  For purposes of Section  409A of the Code, any right to a series of payments pursuant to this Agreement shall be treated as a right to a series  of separate payments. Notwithstanding anything to the contrary in this Agreement, no amounts shall be paid to the  





 






8  US-DOCS\130068421.2 Participant under this Agreement during the six-month period following the Participant’s “separation from service”  to the extent that the Administrator determines that the Participant is a “specified employee” (each within the  meaning of Section 409A of the Code) at the time of such separation from service and that paying such amounts at  the time or times indicated in this Agreement would be a prohibited distribution under Code Section  409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the  first business day following the end of such six-month period (or such earlier date upon which such amount can be  paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the  Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six- month period under this Agreement.    17. No Right to Continued Service.  Nothing in this Agreement shall confer upon the Participant any  right to continue as a Service Provider of the Company or any Subsidiary, or shall interfere with or restrict in any  way the rights of the Company or any Subsidiary, which rights are hereby expressly reserved, to discharge the  Participant at any time for any reason whatsoever, with or without cause.    18. Miscellaneous.    (a) Incorporation of the Plan.  This Agreement is made under and subject to and governed by  all of the terms and conditions of the Plan.  In the event of any discrepancy or inconsistency between this Agreement  and the Plan, the terms and conditions of the Plan shall control.  By signing this Agreement, the Participant confirms  that he or she has received access to a copy of the Plan and has had an opportunity to review the contents thereof.    (b) Clawback.  This award, the RSUs and the Shares issuable with respect to the RSUs shall  be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company, as may  be amended from time to time.    (c) Successors and Assigns.  Subject to the limitations set forth in this Agreement, this  Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal  representatives, successors and assigns of the parties hereto, including, without limitation, any business entity that  succeeds to the business of the Company.    (d) Entire Agreement; Amendments and Waivers.  This Agreement, together with the Plan,  constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior  agreements, understandings, negotiations and discussions, whether oral or written, of the parties.  In the event that  the provisions of such other agreement conflict or are inconsistent with the provisions of this Agreement, the  provisions of this Agreement shall control.  Except as set forth in Section 16 above, this Agreement may not be  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.    





 






9  US-DOCS\130068421.2 (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.       





 






10  US-DOCS\130068421.2 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>  





 






Exhibit A  US-DOCS\130068421.2  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.    “Performance Period” means the period commencing on January 1, 20___ and ending on December 31, 20___.    “Relative TSR Performance Vesting Percentage” means a function of the Index Relative Performance during the  Performance Period, and shall be determined as set forth below:       Index Relative  Performance   Relative TSR  Performance  Vesting  Percentage     < [  ] Percentile   0%  “Threshold Level”  > [  ] Percentile   25%  “Target Level”  > [  ] Percentile   50%  “Maximum Level”  > [  ] Percentile   100%    In the event that the Index Relative Performance falls between the Threshold Level and the Target Level, the  Relative TSR Performance Vesting Percentage shall be determined using straight line linear interpolation between  the Threshold Level and Target Level Relative TSR Performance Vesting Percentages specified above; and in the  event that the Index Performance falls between the Target Level and the Maximum Level, the Relative TSR  Performance Vesting Percentage shall be determined using straight line linear interpolation between the Target  Level and Maximum Level Relative TSR Performance Vesting Percentages specified above.    Company Address     3025 Highland Parkway  Suite 350  Downers Grove, Illinois 60515