AMERICAN REALTY CAPITAL TRUST, INC.

FORM OF 2012 OUTPERFORMANCE AWARD AGREEMENT


This 2012 OUTPERFORMANCE AWARD AGREEMENT
made as of the date set forth on Schedule A hereto between AMERICAN REALTY CAPITAL TRUST, INC., a Maryland corporation (the
“Company”), its subsidiary AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP L.P., a Delaware limited partnership
and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and
Nicholas S. Schorsch (the “Grantee”).


RECITALS


The Grantee is a member of the Board of
Directors of the Company (the “Board”) and provides services to the Partnership.


The Compensation Committee (the “Committee”)
of the Board approved this and other 2012 outperformance awards (each an “OPP Award”) to provide officers, directors
and key employees of the Company or its affiliates, including the Grantee, in connection with their employment or other service
relationship, with the incentive compensation described in this Award Agreement (this “Agreement”), and thereby
provide additional incentive for them to promote the progress and success of the business of the Company and its affiliates, including
the Partnership. OPP Awards were approved by the Committee pursuant to authority delegated to it by the Board. This Agreement evidences
one OPP Award (this “Award”) of a series of OPP Awards and is subject to the terms and conditions set forth
herein and in the Partnership Agreement (as defined herein).


The Grantee was selected by the Committee
to receive this Award and the Committee, effective as of the grant date specified in Schedule A hereto, awarded to the Grantee
the participation percentage in the Total Outperformance Pool (as defined herein) set forth in Schedule A.


NOW, THEREFORE, the Company, the
Partnership and the Grantee agree as follows:


1.Administration. This
Award and all other OPP Awards shall be administered by the Committee; provided that all powers of the Committee hereunder
can be exercised by the full Board if the Board so elects; and further provided, that the Chief Executive Officer and the
Chairman of the Board of the Company shall be entitled to recommend to the Board (or the Committee as applicable) in advance of
any OPP Awards (a) future recipients of an OPP Award and (b) the number of LTIP Units to be awarded each such Grantee,
subject to the Board’s (or the Committee’s) approval. The Committee shall have the discretionary authority to make
all determinations regarding this Award and all other OPP Awards (including, without limitation, the interpretation and construction
of this Award and all other OPP Awards and the determination of relevant facts), provided such determinations are made in good
faith and are consistent with the purpose and intent of this Award and all other OPP Awards, and provided further that, except
as expressly provided herein, no such action shall adversely affect the rights of the Grantee to any accrued and outstanding LTIP
Units. Subject to the terms hereof, all decisions made by the Committee shall be final, conclusive and binding on all persons,
including the Company and the Grantee. No member of the Board or the Committee, nor any officer or employee of the Company acting
on behalf of the Board or the Committee shall be personally liable for any action, determination or interpretation taken or made
in good faith with respect to this Award or any other OPP Award, and all members of the Board or Committee and each and any officer
or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by
the Company in respect of any such action, determination or interpretation.






    	 



    	 



    
 


2.Definitions. As used
herein:


“Additional Shares”
means (without double-counting), as of a particular date of determination, the sum of (A) the number of shares of Common Stock
plus (B) the REIT Shares Amount for all Units (assuming that such Units were converted, exercised, exchanged or redeemed
for OP Units as of such date of determination at the applicable conversion, exercise, exchange or redemption rate (or rate deemed
applicable by the Committee if there is no such stated rate) and such OP Units were then tendered to the Partnership for redemption
pursuant to Section 8.4 of the Partnership Agreement as of such date) other than those Units held by the Company, in the case of
each (A) and (B), to the extent issued after the Effective Date and on or before such date of determination in a capital raising
transaction, in exchange for assets or securities, or upon the acquisition of another entity; provided, that for the avoidance
of doubt, this definition of “Additional Shares” shall exclude: (i) shares of Common Stock issued after the Effective
Date upon exercise of stock options or upon the exchange (directly or indirectly) of LTIP Units or other Units issued to employees,
non-employee directors, consultants, advisors or other persons or entities as incentive or other compensation, (ii) shares of Common
Stock awarded after the Effective Date to employees or other persons or entities in exchange for services provided or to be provided
to the Company or any of its affiliates, and (iii) all Initial Shares.


“Adjusted Market Cap”
means (A) the Company’s Initial Market Cap minus the value of any Buyback Shares repurchased or redeemed since the Effective
Date plus the value of any Additional Shares issued after the Effective Date (prorated to reflect the number of days they were
outstanding since the Effective Date) with respect to the calculation of (i) the Annual Pool on the First Valuation Date, (ii)
the Interim Pool, (iii) the Final Absolute TRS Pool and (iv) the Final Relative TRS Pool, and (B) the Company’s Adjusted
Market Cap calculated pursuant to (A) as of the prior Valuation Date minus the value of any Buyback Shares repurchased or redeemed
since the prior Valuation Date plus the value of any Additional Shares issued after the prior Valuation Date (prorated to reflect
the number of days they were outstanding since the prior Valuation Date) with respect to the calculation of the Annual Pool on
the Second Valuation Date and the Final Valuation Date.


“Annual Absolute TRS”
means, as of the each Valuation Date and provided the Company’s TRS Percentage exceeds seven percent (7%) for the period
commencing on (A) the Effective Date with respect to the First Valuation Date and (B) the prior Valuation Date with respect to
the Second Valuation Date and the Final Valuation Date, a dollar amount equal to four percent (4%) of the dollar amount by which,
if any, the amount of the Company’s Total Return, determined as of such date, exceeds the Threshold Amount, determined as
of such date.






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“Annual Pool” means,
as of a Valuation Date, an amount equal to up to one percent (1%) of the Company’s Initial Market Cap based on the level
of achievement of Annual Absolute TRS and Annual Relative TRS as of such Valuation Date for the period commencing on (A) the Effective
Date with respect to the First Valuation Date and (B) the prior Valuation Date with respect to the Second Valuation Date and the
Final Valuation Date.


“Annual Relative TRS”
means, as of each Valuation Date, a dollar amount equal to four percent (4%) of any amount by which the Company’s Total
Return for the period commencing on (A) the Effective Date with respect to the First Valuation Date and (B) the prior Valuation
Date with respect to the Second Valuation Date and the Final Valuation Date, exceeds the Relative Threshold Amount as of such date;
provided, that the amount so earned will be subject to reduction in accordance with a ratable sliding scale factor so that
(A) if the Company’s TRS Percentage for the applicable period is six percent (6%) or more, there will be no reduction to
Annual Relative TRS for such period; (B) Annual Relative TRS for such period shall be reduced by fifty percent (50%) if such TRS
Percentage for the applicable period is zero percent (0%); (C) Annual Relative TRS for such period shall be reduced based on a
linear interpolation between the foregoing reduction factors if the Company’s TRS Percentage for the applicable period is
between zero percent (0%) and six percent (6%); and (D) Annual Relative TRS for such period shall be reduced by one hundred percent
(100%) if the TRS Percentage for the applicable period is below zero percent (0%).


“Award OP Units”
has the meaning set forth in Section 7 hereof.


“Award LTIP Units”
has the meaning set forth in Section 3 hereof.


“Beneficial Owner”
has the meaning set forth in Rule 13d-3 under the Exchange Act.


“Buyback Shares”
means (without double-counting), as of a particular date of determination, (A) shares of Common Stock or (B) the REIT
Shares Amount for Units (assuming that such Units were converted, exercised, exchanged or redeemed for OP Units as of such date
of determination at the applicable conversion, exercise, exchange or redemption rate (or rate deemed applicable by the Committee
if there is no such stated rate) and such OP Units were then tendered to the Partnership for redemption pursuant to Section 8.4
of the Partnership Agreement as of such date), other than those Units held by the Company, in the case of each (A) and (B),
to the extent repurchased by the Company after the Effective Date and on or before such date of determination in a stock buyback
transaction or in a redemption of Units for cash pursuant to Section 8.4 of the Partnership Agreement; provided, that for
the avoidance of doubt, this definition of “Buyback Shares” shall exclude: (i) shares of Common Stock issued after
the Effective Date upon exercise of stock options or upon the exchange (directly or indirectly) of LTIP Units or other Units issued
to employees, non-employee directors, consultants, advisors or other persons or entities as incentive or other compensation, and
(ii) shares of Common Stock awarded after the Effective Date to employees or other persons or entities in exchange for services
provided or to be provided to the Company or any of its affiliates.


“Cause” means:
(A) if the Grantee is a party to a Service Agreement immediately prior to such termination, and “Cause” is defined
therein, the term shall have the meaning set forth therein, or (B) if the Grantee is not party to a Service Agreement immediately
prior to such termination or such Service Agreement does not define “Cause,” the term shall mean the Grantee’s
dismissal upon the occurrence of any of the following events: (i) the conviction of, or a plea of nolo contendere by,
the Grantee for the commission of a felony, excluding any felony in connection with the operation of a motor vehicle, (ii) continuing
willful failure for ten business days to substantially perform the Grantee’s duties to the Company (other than such failure
resulting from the Grantee’s incapacity due to physical or mental illness) after demand for substantial performance is delivered
by the Company in writing that specifically identifies the manner in which the Company believes the Grantee has not substantially
performed the Grantee’s duties; or (iii) willful misconduct by the Grantee (including, but not limited to, breach by
the Grantee of terms of any Service Agreement to which the Grantee is a party) that is demonstrably and materially injurious to
the Company or its Subsidiaries. In any such case, before termination may be effected, the Grantee shall have the right (accompanied
by counsel if he or she so elects) to be present at a meeting of the Board and to present his or her case to the Board.






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“Change of Control”
means and includes any of the following events:


(i)any Person is or becomes
Beneficial Owner, directly or indirectly, of securities of the Company representing 35 percent or more of the combined voting power
of the then outstanding securities of the Company, excluding (A) any Person who becomes such a Beneficial Owner in connection
with a transaction described in clause (x) of subsection (ii) below and (B) any Person who becomes such a Beneficial
Owner through the issuance of such securities with respect to purchases made directly from the Company; or


(ii)the consummation of a merger
or consolidation of the Company with any other Person or the issuance of voting securities of the Company in connection with a
merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange
requirements, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof) 50 percent or more of the combined voting power of the securities
of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (y) a
merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is
or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 35 percent or more of the combined
voting power of the then outstanding securities of the Company; or


(iii)the consummation of a sale
or disposition by the Company of all or substantially all of the assets of the Company; or


(iv)persons who, as of the Effective
Date, constitute the Company’s Board of Directors (the “Incumbent Directors”) cease for any reason, including,
without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority
of the Company’s Board of Directors, provided that any person becoming a director of the Company subsequent to such
date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for
election a vote of at least a majority of the Incumbent Directors.






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Notwithstanding the foregoing, with respect to any payment
pursuant to a Section 409A Covered Award (as defined in Section 4(d)) that is triggered upon a Change in Control, a transaction
shall not be deemed to be a Change in Control unless such transaction constitutes a “change in
control event” within the meaning of Section 409A of the Code.


“Code” means
the Internal Revenue Code of 1986, as amended.


“Common Stock”
means the Company’s common stock, par value $0.01 per share, either currently existing or authorized hereafter.


“Common Stock Price”
means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive
trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately
preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs,
the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration
paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.


“Continuous Service”
means the continuous service to the Company or any Subsidiary or affiliate, without interruption or termination, in any capacity
of employee, or, with the written consent of the Committee, director or consultant. Continuous Service shall not be considered
interrupted in the case of: (A) any approved leave of absence; (B) transfers among the Company and any Subsidiary or
affiliate, or any successor, in any capacity of employee, or with the written consent of the Committee, consultant; or (C) any
change in status as long as the individual remains in the service of the Company and any Subsidiary or affiliate in any capacity
of employee or (if the Committee specifically agrees in writing that the Continuous Service is not uninterrupted) as a member of
the Board or a consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal
leave.


“Conversion Factor”
has the meaning set forth in the Partnership Agreement.


“Disability”
means, unless otherwise provided in the Grantee’s Service Agreement (if any), a disability which renders the Grantee incapable
of performing all of his or her material duties for a period of at least 180 consecutive or non-consecutive days during any consecutive
twelve-month period.


“Effective Date”
means the close of business on [•], 2012.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


“Fair Market Value”
means, as of any given date, the fair market value of a security determined by the Committee using any reasonable method and in
good faith (such determination will be made in a manner that satisfies Section 409A of the Code and in good-faith as required
by Section 422(c)(1) of the Code); provided that (A) if such security is admitted to trading on a national securities
exchange, the fair market value of such security on any date shall be the closing sale price reported for such security on the
principal stock exchange or, if applicable, any other national exchange on which the security is traded or admitted to trading
on such date on which a sale was reported; and (B) if such security is admitted to quotation on the National Association of
Securities Dealers Automated Quotation System (“NASDAQ”) or a successor quotation system, the fair market value
of such security on any such date shall be the average of the highest bid and lowest asked prices for such security on the system
on such date on which both the bid and asked prices were reported.






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“Family Member”
has the meaning set forth in Section 7 hereof.


“Final Absolute TRS Pool”
means, as of the Final Valuation Date and provided the Company’s TRS Percentage exceeds twenty-one percent (21%) for the
period commencing on the Effective Date through the Final Valuation Date, a dollar amount equal to four percent (4%) of the dollar
amount by which, if any, the amount of the Company’s Total Return, determined as of such date, exceeds the Threshold Amount,
determined as of such date.


“Final Relative TRS Pool”
means, as of the Final Valuation Date, a dollar amount equal to four percent (4%) of any amount by which the Company’s
Total Return for the period commencing on the Effective Date through the Final Valuation Date exceeds the Relative Threshold Amount
as of such date; provided, that the amount so earned will be subject to reduction in accordance with a ratable sliding scale
factor so that (A) if the Company’s TRS Percentage for the period commencing on the Effective Date through the Final Valuation
Date is eighteen percent (18%) or more, there will be no reduction to the Final Relative TRS Pool; (B) the Final Relative TRS Pool
shall be reduced by fifty percent (50%) if such TRS Percentage is zero percent (0%); (C) the Final Relative TRS Pool shall be reduced
based on a linear interpolation between the foregoing reduction factors if the Company’s TRS Percentage is between zero percent
(0%) and eighteen percent (18%); and (D) the Final Relative TRS Pool shall be reduced by one hundred percent (100%) if such TRS
Percentage is below zero percent (0%).


“Final Valuation Date”
means February 28, 2015.


“First Valuation
Date” means February 28, 2013.


“Good Reason”
for termination of the Grantee’s service relationship for purposes of Section 4 means: (A) if the Grantee
is a party to a Service Agreement immediately prior to such termination, “Good Reason” shall have the meaning set forth
therein, or (B) if the Grantee is not party to a Service Agreement immediately prior to such termination and/or such Service
Agreement does not define “Good Reason”; the term shall mean (i) a substantial adverse change, not consented to
by the Grantee, in the nature or scope of the Grantee’s responsibilities, authorities, powers, functions, or duties from
the responsibilities, authorities, powers, functions or duties exercised by the Grantee as of the Effective Date (or as increased
following the Effective Date); (ii) a breach by the Company of any of its material obligations hereunder; or under a Service
Agreement if one exists, or (iii) the Grantee’s not being nominated as, or his removal from the position of, Chairman
of the Board. Unless otherwise provided in a Service Agreement to which the Grantee is a party immediately prior to such termination,
to constitute “good reason termination,” the Grantee must: (1) provide written notice to the Company within ninety
(90) days of the initial existence of the event constituting “Good Reason;” (2) may not terminate his or her employment
unless the Company fails to remedy the event constituting “Good Reason” within thirty (30) days after such notice has
been deemed given pursuant to this Agreement; and (3) the Grantee must terminate employment with the Company no later than
thirty (30) days after the end of the thirty-day period in which the Company fails to remedy the event constituting “Good
Reason.”






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“Initial Market Cap”
means (A) the per share price of the Company’s Common Stock as of the date on which shares of the Company’s
Common Stock are listed on a national securities exchange multiplied by (B) the number of (i) Initial Shares outstanding on such
date less (ii) the total number of shares of Common Stock tendered to the Company in connection with the Company’s tender
offer that was announced on March 1, 2012, such calculation to be performed by no later than within 30 to 60 days following
the completion of such tender offer.


“Initial Shares”
means 179,455,412 shares of Common Stock, which includes the sum of (A) all shares of Common Stock outstanding as of the Effective
Date (including any vested and nonvested restricted shares of Common Stock issued under any other incentive plan maintained by
the Company prior to the Effective Date), plus (B) any shares of Common Stock representing the REIT Shares Amount for
all Units outstanding as of the Effective Date (assuming such Units were converted, exercised, exchange or redeemed for OP Units
as of the Effective Date at the applicable conversion, exercise, exchange or redemption rate (or rate deemed applicable by the
Committee if there is no such stated rate) and such OP Units were then tendered to the Partnership for redemption pursuant to Section
8.4 of the Partnership Agreement as of such date) other than Units held by the Company; provided, that for the avoidance of doubt,
this definition of “Initial Shares” shall exclude shares of Common Stock issuable upon exercise of stock options or
upon the exchange (directly or indirectly) of LTIP Units or other Units issued to employees, non-employee directors, consultants,
advisors or other persons or entities as incentive or other compensation.


“Interim Pool” means,
as of the Second Valuation Date, an amount equal to (A) up to two and one-half percent (21⁄2%) of the Company’s Initial
Market Cap, less (B) any amount of the Annual Pool earned through the Second Valuation Date, based on the level of achievement
of: (x) as of the Second Valuation Date and provided the Company’s TRS Percentage exceeds fourteen percent (14%) for the
period commencing on the Effective Date, a dollar amount equal to four percent (4%) of the dollar amount by which, if any, the
amount of the Company’s Total Return, determined as of such date, exceeds the Threshold Amount, determined as of such date
(“Interim Absolute TSR”), and (y) as of the Second Valuation Date, a dollar amount equal to four percent (4%)
of any amount by which the Company’s Total Return for the period commencing on the Effective Date, exceeds the Relative Threshold
Amount as of such date (“Interim Relative TRS”); provided, that the amount so earned will be subject
to reduction in accordance with a ratable sliding scale factor so that (A) if the Company’s TRS Percentage for the applicable
period is twelve percent (12%) or more, there will be no reduction to Interim Relative TRS for such period; (B) Interim Relative
TRS for such period shall be reduced by fifty percent (50%) if such TRS Percentage for the applicable period is zero percent (0%);
(C) Interim Relative TRS for such period shall be reduced based on a linear interpolation between the foregoing reduction factors
if the Company’s TRS Percentage for the applicable period is between zero percent (0%) and twelve percent (12%); and (D)
Interim Relative TRS for such period shall be reduced by one hundred percent (100%) if the TRS Percentage for the applicable period
is below zero percent (0%).






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“LTIP Units” means LTIP
Units, as such term is defined in the Partnership Agreement.


 


“Market Cap”
means (A) Initial Market Cap with respect to the calculation of (i) the Annual Pool on the First Valuation Date, (ii) the Interim
Pool, (iii) the Final Absolute TRS Pool and (iv) the Final Relative TRS Pool, and (B) Adjusted Market Cap calculated as of the
prior Valuation Date with respect to the calculation of the Annual Pool on the Second Valuation Date and the Final Valuation Date.


“Maximum Total Outperformance
Pool Amount” means five percent (5%) of the Company’s Initial Market Cap.


“OP Units” has
the meaning set forth in the Partnership Agreement.


“Participation Percentage”
means, as of a particular date of determination, the percentage set forth opposite such term on Schedule A hereto.


“Partnership Agreement”
means the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 1, 2012 among the Company,
as general partner, and the limited partners who are parties thereto, as amended, restated or supplemented from time to time.


“Peer Group”
means each of the following companies (i) CapLease, Inc.; (ii) Entertainment Properties Trust, Inc.; (iii) Getty Realty Corporation;
(iv) Lexington Realty Trust; (v) National Retail Properties, Inc.; and (vi) Realty Income Corporation; provided, that if
(A) any of the foregoing companies ceases to exist and the Committee determines that there is no successor to such company or (B)
the Committee reasonably determines that any of the forgoing companies is no longer suitable for the purposes of this Agreement,
then the Committee in its good faith reasonable discretion shall select for subsequent periods, or if the Committee in its reasonable
good faith discretion so determines, for the entire period from the Effective Date to the Valuation Date, a comparable company
for purposes of calculating the Relative Baseline.


“Peer Group Return Percentage”
means, the total percentage return to stockholders of the Peer Group (A) for the period commencing on the Effective Date and ending
on the First Valuation Date with respect to the calculation of Annual Relative TRS for the First Valuation Date, (B) for the period
commencing on the day after the prior Valuation Date and ending on the next Valuation Date with respect to calculation of Annual
Relative TRS for the Second Valuation Date and the Final Valuation Date and (C) for the period commencing on the Effective Date
and ending on the Second Valuation Date and the Final Valuation Date with respect to calculating Interim Relative TRS and Final
Relative TRS, respectively; in each case as calculated by a consultant engaged by the Committee and as approved by the Committee
in its reasonable discretion.


“Person” means
an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization,
other entity or “group” (as defined in the Exchange Act).






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“Qualified Termination”
has the meaning set forth in Section 4(b) hereof.


“REIT Shares Amount”
has the meaning set forth in the Partnership Agreement.


“Relative Threshold Amount”
means an amount equal to (A) the Company’s Market Cap multiplied by (B) the Peer Group Return Percentage.


“Retirement”
means: (A) if the Grantee is a party to a Service Agreement immediately prior to such event, the meaning set forth in such
Service Agreement, or (B) if the Grantee is not party to a Service Agreement immediately prior to such event and/or such Service
Agreement does not define the term, “Retirement” shall mean the Grantee’s voluntary termination of employment
with the Company and its Subsidiaries after attainment of age 65, or attainment of age 62 and completion of twenty (20) years of
employment with the Company and/or a Subsidiary.


“Second Valuation Date”
means February 28, 2014.


“Securities Act”
means the Securities Act of 1933, as amended.


“Service Agreement”
means, as of a particular date, any employment, consulting or similar service agreement(s) then in effect between a Grantee and
the Company, as amended or supplemented through such date.


“Subsidiary”
means any corporation or other entity (other than the Company) in which the Company has more than a 50 percent interest, either
directly or indirectly.


“Threshold Amount”
means an amount equal to (A) with respect to Annual Absolute TRS, seven percent (7%) of the value of the Company’s Adjusted
Market Cap for the period commencing on (x) the Effective Date with respect to the First Valuation Date and (y) the prior Valuation
Date with respect to the Second Valuation Date and the Final Valuation Date, (B) with respect to Interim Absolute TRS, fourteen
percent (14%) of the value of the Company’s Adjusted Market Cap for the period commencing on the Effective Date, and (C)
with respect to the Final Absolute TRS Pool, twenty-one percent (21%) of the value of the Company’s Adjusted Market
Cap for the period commencing on the Effective Date.


“Total Outperformance Pool”
means, as of the Final Valuation Date, a dollar amount equal to the algebraic sum of: (A) the Final Absolute TRS Pool, (B) the
Final Relative TRS Pool, (C) the Annual Pools determined as of each Valuation Date and (D) the Interim Pool; provided that
(i) if the resulting amount is a negative number, the Total Outperformance Pool shall be zero, and (ii) in no event shall
the Total Outperformance Pool exceed the Maximum Total Outperformance Pool Amount.


“Total Return”
means (without double-counting), as of a particular date of determination, a dollar amount equal to the sum of: (A) the Total
Shares as of such date of determination multiplied by the Common Stock Price as of such date, (“Current Market Cap”),
minus (B) (x) the Initial Market Cap with respect to the calculation of (i) the Annual Pool on the First Valuation Date, (ii)
the Interim Pool, (iii) the Final Absolute TRS Pool and (iv) the Final Relative TRS Pool, and (y) the Adjusted Market Cap calculated
as of the prior Valuation Date with respect to the calculation of the Annual Pool on the Second Valuation Date and the Final Valuation
Date, plus (C) an amount equal to the sum of the total dividends and other distributions declared between the Effective
Date and such date of determination so long as the “ex-dividend” date with respect thereto falls prior to such date
of determination (excluding dividends and distributions paid in the form of additional shares of Common Stock or Units), in respect
of the Total Shares as of such date of determination (it being understood, for the avoidance of doubt, that such total dividends
and distributions shall be calculated by reference to actual securities outstanding as of each record date with respect to each
applicable dividend or distribution payment date, and not by multiplying the aggregate amount of distributions paid on one OP Unit
that was outstanding as of the Effective Date between the Effective Date and such date of determination by the number of Total
Shares as of the date of determination).






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“Total Shares”
means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus
(B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and
such date of determination.


“Total OPP Unit Equivalent”
has the meaning set forth in Section 3(b)(v) hereof.


“Transactional Change of Control”
means (A) a Change of Control described in clause (a) of the definition thereof where the Person makes a tender offer
for Common Stock, (B) a Change of Control described in clause (b) of the definition thereof where the Company is not
the surviving entity, or (C) a Change of Control described in clause (c) of the definition thereof.


“Transfer” has
the meaning set forth in Section 6 hereof.


“TRS Percentage”
means the Company’s Total Return divided by the Market Cap, with the result multiplied by 100 and expressed as a percentage.


“Units” means
all OP Units and other Partnership Units (as defined in the Partnership Agreement) with economic attributes substantially similar
to OP Units as determined by the Committee.


“Valuation Date”
means the First Valuation Date, the Second Valuation Date and the Final Valuation Date, as applicable.






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3.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.






    	11



    	 



    



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.


4.Termination of Grantee’s
Service; Death and Disability; Change of Control.


a.If the Grantee is a party
to a Service Agreement and ceases to be an employee of the Company or any of its Subsidiaries or affiliates, the provisions of
Sections 4(b) through 4(h) hereof shall govern the treatment of the Grantee’s Award LTIP Units exclusively,
unless the Service Agreement contains provisions that expressly refer to this Agreement and provide that those provisions of the
Service Agreement shall instead govern the treatment of the Grantee’s Award LTIP Units. The foregoing sentence will be deemed
an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 4,
such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout or the
lapse of forfeiture restrictions relating to the Grantee’s incentive or other compensation awards in the event of certain
types of terminations of the Grantee’s service relationship with the Company (such as, for example, termination at the end
of a term, termination without Cause) shall not be interpreted as requiring that any calculations set forth in Section 3
hereof be performed or vesting occur with respect to this Award other than as specifically provided in this Section 4.
In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of
employment of all employees of that entity for purposes of this Agreement, provided that the Committee or the Board, in
its sole and absolute discretion, may make provision in such circumstances for the lapse of forfeiture restrictions and/or accelerated
vesting of some or all of the Grantee’s remaining unvested Award LTIP Units that have not previously been forfeited, effective
immediately prior to such event. If a Change of Control occurs, Section 4(h) hereof shall govern the treatment of the
Grantee’s Award LTIP Units exclusively.






    	12



    	 



    



b.In the event of termination
of the Grantee’s Continuous Service by (A) the Company without Cause or failure by the Company to renew a Service Agreement,
or (B) the Grantee for Good Reason (each a “Qualified Termination”) prior to the Final Valuation Date,
the calculations provided in Sections 3(b), (c) and (d) hereof shall be performed as of the Valuation Date next following
such termination (and if such Valuation Date is not the Final Valuation Date, on the Final Valuation Date as well) as if the Qualified
Termination had not occurred and the Grantee shall be entitled to the higher Total OPP Unit Equivalent determined by such calculations
and such Total OPP Unit Equivalent shall no longer be subject to forfeiture hereunder, provided that the Grantee will not have
the right to Transfer (as defined in Section 6 hereof) his or her Award LTIP Units or request redemption of his or
her Award OP Units under the Partnership Agreement until such dates as of which his or her Total OPP Unit Equivalent would have
become vested pursuant to Section 3(e) absent a Qualified Termination.


c.In the event of a Qualified
Termination after the Final Valuation Date, all unvested Award LTIP Units that have not previously been forfeited pursuant to Section 3(d)
hereof shall no longer be subject to forfeiture hereunder, provided that the transfer restrictions described in subsection (b)
above shall continue to apply.


d.Notwithstanding the foregoing,
in the event any payment to be made hereunder after giving effect to this Section 4 is determined to constitute “nonqualified
deferred compensation” subject to Section 409A of the Code (a “Section 409A Covered Award”),
and the Grantee is a “specified employee” under Section 409A of the Code, any payments to be made during the six-month
period commencing on the Grantee’s “separation from service” date (as defined in Section 409A of the Code) shall
be delayed until the earlier of the expiration of such six-month period and the Grantee’s death.


e.In the event of a termination
of the Grantee’s Continuous Service as a result of his or her death or Disability prior to the Final Valuation Date, the
Grantee will not forfeit the Award LTIP Units, but the following provisions of this Section 4(e) shall apply:


(i)the calculations provided
in Sections 3(b), (c) and (d) hereof shall be performed as of the Valuation Date next following the Grantee’s death
or Disability as if the Grantee’s death or termination due to Disability had not occurred; and


(ii)100% of the Grantee’s
Total OPP Unit Equivalent shall automatically and immediately vest as of the Valuation Date.


f.In the event of a termination
of the Grantee’s Continuous Service as a result of his or her death or Disability after the Final Valuation Date, all unvested
Award LTIP Units that have not previously been forfeited pursuant to Section 3(d) hereof shall vest immediately and
automatically.






    	13



    	 



    



g.In the event of a termination
of the Grantee’s Continuous Service relationship other than by a Qualified Termination or by reason of death or Disability,
all Award LTIP Units except for those that, as of the date at such termination, both (i) have ceased to be subject to forfeiture
pursuant to Section 3(d) hereof and (ii) are vested pursuant to Section 3(e) hereof shall, without payment
of any consideration by the Partnership, automatically and without notice terminate, 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 Award LTIP Units.


h.In the event of a Change
in Control, the calculations provided in Sections 3(b), (c) and (d) hereof shall be performed as of the Valuation Date next
following such termination (and if such Valuation Date is not the Final Valuation Date, on the Final Valuation Date as well) and
the Grantee shall be entitled to the higher Total OPP Unit Equivalent determined by such calculations and such Total OPP Unit Equivalent
shall be deemed to have vested immediately and automatically upon the date of the Change in Control. If a Valuation Date occurs
prior to the Change in Control, all unvested Award LTIP Units that were earned pursuant to the calculations set forth in Sections
3(b), (c) and (d) hereof shall vest immediately and automatically upon the occurrence of the Change of Control.


5.Rights of Award Recipients.
The Grantee shall have no rights with respect to this Agreement (and the Award evidenced hereby) unless he or she shall have accepted
this Agreement prior to the close of business on the Final Acceptance Date set forth on Schedule A hereto by (a) signing
and delivering to the Partnership a copy of this Agreement and (b) unless the Grantee is already a Limited Partner (as defined
in the Partnership Agreement), signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to
the Partnership Agreement (attached hereto as Exhibit B). Upon acceptance of this Agreement by the Grantee, the Partnership
Agreement shall be amended to reflect the issuance to the Grantee of the LTIP Units so accepted. Thereupon, the Grantee shall have
all the rights of a Limited Partner of the Partnership with respect to the number of LTIP Units specified on Schedule A
hereto, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified herein. Award
LTIP Units constitute and shall be treated for all purposes as the property of the Grantee, subject to the terms of this Agreement
and the Partnership Agreement.


6.Distributions.


a.The holder of the Award
LTIP Units shall be entitled to receive distributions with respect to such Award LTIP Units to the extent provided for in the Partnership
Agreement, as modified hereby.


b.The LTIP Unit Distribution
Participation Date (as defined in the Partnership Agreement) with respect to any Award LTIP Unit shall be the date as of which
such Award LTIP Unit is earned pursuant to Sections 3(b), (c) and (d), subject to Section 4, hereof. In addition,
on the date on which any Award LTIP Unit is earned, the Partnership will pay the Grantee, for each Award LTIP Unit earned, an
amount in cash equal to the quotient of (i) the per unit amount of all distributions paid with respect to each OP Unit on or after
the Effective Date and before the date on which such Award LTIP Unit is earned (other than those with respect to which an adjustment
was made pursuant to Section 8 hereof divided by (ii) the Conversion Factor.






    	14



    	 



    



c.All distributions paid with respect to Award LTIP Units, both before and after the date on which they were earned,
shall be fully vested and non-forfeitable when paid, whether or not the underlying LTIP Units have been earned based on performance
or have become vested based on the passage of time as provided in Section 3 or Section 4 hereof.


7.Restrictions on Transfer.


a.Except as otherwise permitted
by the Committee in its sole discretion, none of the Award LTIP Units granted hereunder nor any of the OP Units of the Partnership
into which such Award LTIP Units may be converted (the “Award OP Units”) shall be sold, assigned, transferred,
pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each
such action a “Transfer”); provided that vested Award LTIP Units or Award OP Units that have been held
for a period of at least two (2) years beginning on the Effective Date may be Transferred to the Grantee’s Family Members
(as defined below) by gift or domestic relations order; and provided further that the transferee agrees in writing
with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers
shall be prohibited except those in accordance with this Section 7. Additionally, all Transfers of Award LTIP Units
or Award OP Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act)
and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award
OP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such
Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Any attempted
Transfer of Award LTIP Units or Award OP Units not in accordance with the terms and conditions of this Section 7 shall
be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or
Award OP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way
give effect to any such Transfer of any Award LTIP Units or Award OP Units. Except as provided in this Section 7, this
Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution.


b.For purposes of this Agreement,
“Family Member” of a Grantee, means the Grantee’s child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the Grantee’s household (other than a tenant of the Grantee), a trust
in which these persons (or the Grantee) own more than 50 percent of the beneficial interest, and a partnership or limited liability
company in which these persons (or the Grantee) own more than 50 percent of the voting interests.


8.Changes in Capital Structure.
If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange
of shares, sale of all or substantially all of the assets or stock of the Company or other transaction similar thereto, (ii) any
reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, significant repurchases
of stock, or other similar change in the capital stock of the Company, (iii) any cash dividend or other distribution to holders
of share of Common Stock or OP Units shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary
corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of equitable
or proportionate adjustment in the terms of this Agreement or the LTIP Units to avoid distortion in the value of this Award, the
Committee shall make equitable or proportionate adjustment and take such other action as it deems necessary to maintain the Grantee’s
rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the LTIP
Units prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in
this Agreement; (B) adjustments in any calculations provided for in this Agreement, and (C) substitution of other awards.
All adjustments made by the Committee shall be final, binding and conclusive.






    	15



    	 



    



9.Miscellaneous.


a.Amendments. This
Agreement may be amended or modified only with the consent of the Company and the Partnership acting through the Committee; provided
that any such amendment or modification that adversely affects the rights of the Grantee hereunder must be consented to by the
Grantee to be effective as against him or her. Notwithstanding the foregoing, this Agreement may be amended in writing signed only
by the Company and the Partnership to correct any errors or ambiguities in this Agreement and/or to make such changes that do not
adversely affect the Grantee’s rights hereunder. This grant shall in no way affect the Grantee’s participation or benefits
under any other plan or benefit program maintained or provided by the Company or the Partnership.


b.Legend. The records
of the Partnership evidencing the Award LTIP Units shall bear an appropriate legend, as determined by the Partnership in its sole
discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein and in the Partnership Agreement.


c.Compliance With Law.
The Partnership and the Grantee will make reasonable efforts to comply with all applicable securities laws. In addition, notwithstanding
any provision of this Agreement to the contrary, no LTIP Units will become vested or be paid at a time that such vesting or payment
would result in a violation of any such law.


d.Grantee Representations;
Registration.


(i)The Grantee hereby represents
and warrants that (A) he or she understands that he or she is responsible for consulting his or her own tax advisor with respect
to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which
the Grantee is or by reason of this Award may become subject, to his or her particular situation; (B) the Grantee has not received
or relied upon business or tax advice from the Company, the Partnership or any of their respective Affiliates (as defined in the
Partnership Agreement), employees, agents, consultants or advisors, in their capacity as such; (C) the Grantee provides services
to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement
in the business and operations of the Partnership, as the Grantee believes to be necessary and appropriate to make an informed
decision to accept this Award; (D) Award LTIP Units are subject to substantial risks; (E) the Grantee has been furnished with,
and has reviewed and understands, information relating to this Award; (F) the Grantee has been afforded the opportunity to obtain
such additional information as he or she deemed necessary before accepting this Award; and (G) the Grantee has had an opportunity
to ask questions of representatives of the Partnership and the Company, or persons acting on their behalf, concerning this Award.






    	16



    	 



    



(ii)The Grantee hereby acknowledges
that: (A) there is no public market for Award LTIP Units or Award OP Units and neither the Partnership nor the Company has
any obligation or intention to create such a market; (B) sales of Award LTIP Units and Award OP Units are subject to restrictions
under the Securities Act and applicable state securities laws; and (C) because of the restrictions on transfer or assignment
of Award LTIP Units and Award OP Units set forth in the Partnership Agreement and in this Agreement, the Grantee may have to bear
the economic risk of his or her ownership of the LTIP Units covered by this Award for an indefinite period of time.


e.Section 83(b) Election.
In connection with each separate issuance of LTIP Units under this Award pursuant to Section 3 hereof, the Grantee
may elect to include in gross income in the year of transfer the applicable Award LTIP Units pursuant to Section 83(b) of
the Code substantially in the form attached hereto as Exhibit C and to supply the necessary information in accordance
with the regulations promulgated thereunder. The Grantee agrees to file such election (or to permit the Partnership to file such
election on the Grantee’s behalf) within thirty (30) days after the Effective Date with the IRS Service Center where the
Grantee files his or her personal income tax returns, provide a copy of such election to the Partnership, and to file a copy of
such election with the Grantee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded
to the Grantee. So long as the Grantee holds any Award LTIP Units, the Grantee shall disclose to the Partnership in writing such
information as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary
to ascertain and to establish compliance with provisions of the Code applicable to the Partnership or to comply with requirements
of any other appropriate taxing authority.


f.Severability. If,
for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement
not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect.
If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision
not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent
consistent with law continue in full force and effect.


g.Governing Law. This
Agreement is made under, and will be construed in accordance with, the laws of State of Delaware, without giving effect to the
principles of conflict of laws of such state.






    	17



    	 



    



h.No Obligation to Continue
Position as an Employee, Director, Consultant or Advisor. Neither the Company nor any affiliate is obligated by or as a result
of this Agreement to continue to have the Grantee as an employee, director, consultant or advisor and this Agreement shall not
interfere in any way with the right of the Company or any affiliate to terminate the Grantee’s service relationship at any
time.


i.Notices. Any notice
to be given to the Company shall be addressed to the Secretary of the Company at 405 Park Avenue, New York, New York, 10022, and
any notice to be given the Grantee shall be addressed to the Grantee at the Grantee’s address as it appears on the employment
records of the Company, or at such other address as the Company or the Grantee may hereafter designate in writing to the other.


j.Withholding and Taxes.
No later than the date as of which an amount first becomes includible in the gross income of the Grantee for federal income tax
purposes or subject to the Federal Insurance Contributions Act withholding with respect to this Award, the Grantee will pay to
the Company or, if appropriate, any of its affiliates, or make arrangements satisfactory to the Committee regarding the payment
of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such
amount; provided, however, that if any Award LTIP Units or Award OP Units are withheld (or returned), the number
of Award LTIP Units or Award OP Units so withheld (or returned) shall be limited to the number which have a fair market value on
the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for
federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.
The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its
affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the
Grantee.


k.Headings. The headings
of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any
of the provisions of this Agreement.


l.Counterparts. This
Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties had signed the same document.
All counterparts shall be construed together and constitute the same instrument.


m.Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and the Partnership,
on the one hand, and any successors to the Grantee, on the other hand, by will or the laws of descent and distribution, but this
Agreement shall not otherwise be assignable or otherwise subject to hypothecation by the Grantee.


n.Section 409A. This
Agreement shall be construed, administered and interpreted in accordance with a good faith interpretation of Section 409A
of the Code. Any provision of this Agreement that is inconsistent with Section 409A of the Code, or that may result in penalties
under Section 409A of the Code, shall be amended, with the reasonable cooperation of the Grantee and the Company and the
Partnership, to the extent necessary to exempt it from, or bring it into compliance with, Section 409A of the Code.






    	18



    	 



    





IN WITNESS WHEREOF, the undersigned have
caused this Award Agreement to be executed as of the [•] day of [•], 2012.





	 	AMERICAN REALTY CAPITAL TRUST, INC.
	 	 
	 	By: 	/s/ William
M. Kahane
	 	 	Name: William M. Kahane
	 	 	Title: President and Chief Executive Officer



 





		AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP L.P.
	 	 
	 	By:	American Realty
Capital Trust, Inc., its general partner
	 	 	 
	 	By: 	/s/ William
M. Kahane
	 	 	Name: William M. Kahane
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	 	 
	 	GRANTEE
	 	 	 
	 	/s/ Nicholas S. Schorsch
	 	Name: Nicholas S. Schorsch



 


 


 





[Signature Page to Outperformance Award Agreement]











    	 



    	 



    





EXHIBIT A


 


 



    	



    	 



    






EXHIBIT B


FORM OF LIMITED PARTNER SIGNATURE
PAGE


The Grantee, desiring to become one
of the within named Limited Partners of American Realty Capital Operating Partnership L.P., hereby accepts all of the terms and
conditions of (including, without limitation, the provisions of Section 8.02 titled “Power of Attorney”), and
becomes a party to, the Amended and Restated Agreement of Limited Partnership, dated as of March 1, 2012 of American Realty Capital
Operating Partnership L.P. as amended through the date hereof (the “Partnership Agreement”). The Grantee agrees
that this signature page may be attached to any counterpart of the Partnership Agreement.


Signature Line for Limited Partner:


 


_______________________________


Name: __________________________


Date: [•], 201[•]


Address of Limited Partner:





_______________________________


_______________________________


 






    	



    	 



    



 




EXHIBIT C


ELECTION TO INCLUDE IN GROSS INCOME
IN YEAR OF TRANSFER OF

PROPERTY PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE


The undersigned hereby makes an election
pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following
information in accordance with the regulations promulgated thereunder:


		1.	The name, address and taxpayer identification number of the undersigned
are:



Name: 

___________________________________________________________________________ 

(the “Taxpayer”)



Address: 

___________________________________________________________________________



Social Security No./Taxpayer Identification No.: ___-__-____



		2.	Description of property with respect to which the election is being made: ______ LTIP Units in American Realty Capital Operating
Partnership L.P. (the “Partnership”).



		3.	The date on which the LTIP Units were transferred is [•], 201[•]. The taxable year to which this election relates
is calendar year 2012.



		4.	Nature of restrictions to which the LTIP Units are subject:



		(a)	With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the LTIP Units
without the consent of the Partnership.



		(b)	The Taxpayer’s LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested
LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.



		5.	The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their
terms will never lapse) of the LTIP Units with respect to which this election is being made was $[•] per LTIP Unit.



		6.	The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit.



		7.	A copy of this statement has been furnished to the Partnership and American Realty Capital Trust, Inc.



Dated: _________________________________         Name: ____________________________



 






    	



    	 



    





SCHEDULE TO EXHIBIT C


Vesting Provisions of LTIP Units


The LTIP Units are subject to time-based
and performance-based vesting with the final vesting percentage equaling the product of the time-based vesting percentage and the
performance-based vesting percentage. Performance-based vesting will be from 0% to 100% based (i) 50% on American Realty Capital
Trust, Inc.’s (the “Company’s”) per-share total return to shareholders and (ii) 50% on total return
against the total percentage return to stock holders of a specified peer group, in each case for the period from March 1, 2012
to February 28, 2015 (or earlier in certain circumstances). Under the time-based vesting hurdles, twenty-five percent (25%) of
the LTIP Units will vest on February 28, 2015, twenty-five percent (25%) of the LTIP Units will vest on February 28, 2016, and
the remaining fifty percent (50%) of the LTIP Units will vest on February 28, 2017, provided that the Taxpayer continues
his or her service relationship with the Company and the Partnership through such dates, subject to acceleration in the event of
certain extraordinary transactions or termination of the Taxpayer’s service relationship with the Company under specified
circumstances. Unvested LTIP Units are subject to forfeiture in the event of failure to vest based on the determination of the
performance-based percentage or the passage of time.






    	



    	 



    
 




SCHEDULE A TO 2012 OUTPERFORMANCE
AWARD AGREEMENT


Date of Award Agreement: [•], 2012


Name of Grantee: Nicholas S. Schorsch


Participation Percentage: Thirty-Five percent (35%)


Number of LTIP Units Subject to Award: ___________________________


Initials of Company representative: WMK


Initials of the Grantee: NSS