EX-10.5



 Exhibit 10.5 

Execution Version 

Invitation Homes Inc. 

1717 Main Street, Suite 2000 

Dallas, TX 75201 

August 9, 2017 
 Dallas Tanner 

3104 Hanover Street 
 Dallas, TX 75225 

Dear Dallas: 
 Reference is made to the Agreement and Plan of
Merger by and among Invitation Homes Inc. (the “Company”), Invitation Homes Operating Partnership LP, IH Merger Sub, LLC, Starwood Waypoint Homes, and Starwood Waypoint Homes Partnership L.P., dated as of August 9, 2017,
the (“Merger Agreement”). Capitalized terms used in this letter without definition shall have the respective meanings set forth the Merger Agreement. 

Pursuant to that certain Restricted Stock Unit Agreement dated as of June 23, 2017 (the “Retention Award”), you currently hold
138,122 RSUs which are scheduled to vest as to 50% of the RSUs on each of June 19, 2021 and June 19, 2022, subject to continued employment through such date. Contingent on your continued good faith satisfactory employment with the Company
and its Affiliates through the Closing Date, the Company agrees that the portion of the RSUs that were scheduled to vest on June 19, 2022 will instead vest if you continue to be employed by the Company and its Affiliates through the date that
is 18 months from the Closing Date, or in the event that your employment with the Company and its Affiliates is earlier terminated by the Company or its Affiliates without Cause (as defined in the Retention Award) or by you upon a Constructive
Termination (as defined in the Retention Award), on such termination date. 
 In addition, pursuant to that certain Restricted Stock Unit Agreement dated as
of January 31, 2017 (the “Supplemental Award”), you currently hold 67,548 unvested RSUs which are scheduled to vest in equal installments on the first two anniversaries of the date of grant. Contingent on your continued
good faith satisfactory employment with the Company and its Affiliates through the Closing Date, the Company agrees that in the event your employment with the Company and its Affiliates is terminated by the Company or its Affiliates without Cause
(as defined in the Supplemental Award) or by you upon a Constructive Termination (as defined in the Company’s Executive Severance Plan) prior to the applicable vesting date, all remaining unvested RSUs under the Supplemental Award will vest on
such termination date. 
 Nothing contained in this letter agreement shall confer upon you any right to continued employment with the Company or interfere
in any way with the right of the Company to terminate your employment at any time, with or without cause. This letter agreement shall be governed by the laws of the State of Maryland. Except as provided in this letter agreement, the terms of the
Supplemental Award and the Retention Award remain unchanged and in full force and effect. If the Merger Agreement is terminated prior to the occurrence of the Closing, this letter agreement shall cease to be in effect This letter agreement may be
executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. 

[Signature Page Follows] 







 Sincerely, 
  

	
	 INVITATION HOMES INC.

	
	 /s/ John B. Bartling Jr.

	 By: John B. Bartling Jr.

	 Title: President and Chief Executive Officer









 With my signature below, I accept the terms of the letter agreement. 

 

	
	
	/s/ Dallas B. Tanner
	Dallas Tanner