exhibit105formof2020pspa






                                                                   EXHIBIT 10.5                                     FORM OF                         DUKE REALTY CORPORATION                        2010 PERFORMANCE SHARE PLAN                        LTIP UNIT AWARD AGREEMENT   Name of the Participant:  Performance Period:    Target Value of Award on Grant Date: $XXX,XXX  Fair Market Value of a Share on Grant Date:    Target No. of LTIP Units Issued:  XX,XXX  Grant Date:                                       RECITALS         A.    The Participant is an officer of Duke Realty Corporation, an Indiana corporation  (the “Company”) and provides services to Duke Realty Limited Partnership, an Indiana limited  partnership, through which the Company conducts substantially all of its operations (the  “Partnership”).         B.    Pursuant to the Company’s 2015 Long-Term Incentive Plan (as amended and  supplemented from time to time, the “Plan”), the Company’s 2010 Performance Share Plan (the  “Performance Plan”) and the Fifth Amended and Restated Agreement of Limited Partnership (as  amended and supplemented from time to time, the “LP Agreement”) of the Partnership, the  Company hereby grants the Participant an Other Stock-Based Award pursuant to the Plan (an  “Award”) and hereby causes the Partnership to issue to the Participant, the number of LTIP Units  (as defined in the LP Agreement) set forth above (the “Award LTIP Units”) having the rights,  voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions  of redemption and conversion set forth herein and in the LP Agreement.  Unless otherwise  indicated, capitalized terms used herein but not otherwise defined shall have the meanings given  to those terms in the Plan.         C.    The Compensation Committee (the “Committee”) of the Board of Directors of the  Company has determined that the Participant is entitled to receive the Award LTIP Units.  After  the date hereof, the Committee may determine that the Participant is entitled to additional LTIP  Units with respect to the Performance Period set forth above, in which case additional LTIP  Units shall be issued pursuant to the terms of this Agreement and shall be subject to the terms of  this Agreement.  The exact number of LTIP Units earned shall be determined following the  conclusion of the Performance Period based on the AFFO Payout Percentage and the Total  Shareholder Return Payout Percentage as provided for herein.  Any Award LTIP Units not  earned upon the end of the Performance Period will be forfeited and any additional LTIP Units  owed to the Participant shall be issued as soon as reasonably practical following the end of the  Performance Period.   





 






      NOW, THEREFORE, the Company, the Partnership and the Participant agree as  follows:           1.    Effectiveness of Award.  The Participant shall be admitted as a partner of the  Partnership with beneficial ownership of the Award LTIP Units as of the Grant Date by  (i) signing and delivering to the Partnership a copy of this Agreement and (ii) signing, as a  Limited Partner, and delivering to the Partnership a counterpart signature page to the LP  Agreement (attached hereto as Exhibit A).  Upon execution of this Agreement by the Participant,  the Partnership and the Company, the books and records of the Partnership maintained by the  General Partner shall reflect the issuance to the Participant of the Award LTIP Units.   Thereupon, the Participant shall have all the rights of a Limited Partner of the Partnership with  respect to a number of LTIP Units equal to the Award LTIP Units, subject, however, to the  restrictions and conditions specified in Section 2 below and elsewhere herein.  The LTIP Units  are uncertificated securities of the Partnership and upon the Participant’s request the General  Partner shall confirm the number of LTIP Units issued to the Participant.         2.    Vesting and Earning of Award LTIP Units.                 (a)   This Award is subject to performance vesting and a continuous service  requirement during the Performance Period.  The Award LTIP Units will be subject to forfeiture  based on the Company’s performance to the extent provided in this Agreement.               (b)   (i)   The number of LTIP Units earned upon settlement of this Award  will equal the sum of (A) the Award LTIP Units times the Combined Payout Percentage (“LTIP  Unit Equivalent”), plus (B) the number of additional LTIP Units that would have been  accumulated if the LTIP Units determined pursuant to clause (A) had been issued by the  Company on the first day of the Performance Period and all dividends paid by the Company with  respect to such LTIP Unit Equivalent (reduced by the distributions actually paid with respect to  the Award LTIP Units) had been reinvested in Shares at a price equal to the Fair Market Value of  one Share on the ex-dividend date (together, the “Earned LTIP Unit Equivalent”).  The  Combined Payout Percentage shall equal the simple average of the AFFO Payout Percentage and  the Total Shareholder Return (“TSR”) Payout Percentage as determined under the following  tables:            Performance    Average Annual Growth in AFFO per  AFFO Payout             Level         Share for the Performance Period  Percentage      Superior      Target      Threshold





 






         Performance   Annualized TSR Percentile Rank for TSR Payout              Level           the Performance Period        Percentage         Outperformance          Superior         Target         Threshold         The AFFO Payout Percentage shall be interpolated between the Threshold and Target  performance levels and the Target and Superior performance levels, with the maximum Payout  Percentage equal to 200%.  The TSR Payout Percentage shall be interpolated between the  Threshold and Target performance levels and between the Target and Superior performance  levels.  For example, if the Average Annual Growth in AFFO per Share for the Performance  Period was 1.5% and the Annualized TSR for the Performance Period was in the 70th Percentile,  then the Combined Payout Percentage would equal 127.5%:  the sum of [(a) 75% (AFFO Payout  Percentage) and (b) 180% (TSR Payout Percentage)] divided by 2.  A payout percentage for a  particular performance metric shall be zero percent if the threshold performance level of that  performance metric is not attained.                     (ii)  Average Annual Growth in AFFO Per Share Computation.  Except  as provided below in the case of a Change in Control, Average Annual Growth in AFFO per  Share shall mean the simple average of the Annual Growth in AFFO per Share for the three  calendar years of the Performance Period.  Annual Growth in AFFO per Share for a calendar  year shall mean the percentage by which AFFO per Share for the applicable calendar year  exceeds AFFO per Share for the prior calendar year. Growth in AFFO per Share may be a  negative percentage.  AFFO per Share shall be computed in a consistent manner from year to  year.  In general, AFFO means core Funds from Operations less recurring building  improvements and total second generation capital expenditures ( the leasing of vacant space that  had previously been under lease by the company is referred to as second generation lease  activity) related to leases commencing during the reporting period, and adjusted for certain non- cash items including  straight line rental income and expenses, non-cash components of interest  expense and stock compensation expense, and after similar adjustments for unconsolidated  partnerships and joint ventures.                     (iii) Annualized TSR Computation.  Except as provided below in the  case of a Change in Control, Annualized TSR for the Performance Period shall mean the  annualized return, assuming annual compounding, that would cause (A) the Fair Market Value of  one share of Stock on the date immediately preceding the beginning of the Performance Period,  to equal (B) the sum of (x) the Fair Market Value of one share of Stock at the end of the  Performance Period and (y) the cumulative value of the Company’s dividends paid over the  Performance Period, assuming the reinvestment of such dividends into Stock on the ex-dividend  date.           The Company’s Annualized TSR for the Performance Period shall be compared to the  Annualized TSR for the Performance Period computed in a consistent manner for the following  companies or funds (“Peer Group”): 





 






      Peer #1        Peer #2        Peer #3        Peer #4        Peer #5        Peer #6        Peer #7        Peer #8        Peer #9        Peer #10        Peer #11         Percentile Rank shall mean the percentage that is (a) the number of Peer Group  companies with an Annualized TSR that is less than the Company’s Annualized TSR, divided by  (b) the total number of companies in the Peer Group.  For example, if five of the Peer Group  companies had an Annualized TSR over the Performance Period that was less than the  Company’s Annualized TSR, the Annualized TSR for the Performance Period would be in the  45th percentile [5/11].         In the event any members of the Peer Group cease to be traded on a nationally recognized  stock exchange during the Performance Period, such Peer shall be removed from the Peer Group  and excluded from the percentile computations.          However, if the reason for the cessation of trading was due to bankruptcy, insolvency or,  at the discretion of the Committee, the acquisition of the Peer as the result of financial distress,  the Annualized TSR performance of such company will be treated as underperforming the  Company’s Annualized TSR.          Additionally, if, prior to the end of the Performance Period, a public announcement is  made that states that any member of the Peer Group will cease to be traded on a nationally  recognized stock exchange as a result of a capital transaction that will not close until after the  end of the Performance Period, then such Peer shall be removed from the Peer Group and  excluded from the percentile computations.                       (iv)  With regard to the Outperformance payout level under the TSR  metric, Absolute TSR shall mean the Company’s annualized TSR for the Performance Period,  computed as described above.                  (c)  Earned LTIP Unit Equivalent Compared to Award LTIP Units.  If the  Earned LTIP Unit Equivalent is smaller than the aggregate number of Award LTIP Units  previously issued to the Participant, then the Participant shall forfeit a 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 Participant nor any of his or her successors, heirs, assigns, or personal  representatives will thereafter have any further rights or interests in the LTIP Units that were so  forfeited.  If the Earned LTIP Unit Equivalent is greater than the aggregate number of Award  LTIP Units previously issued to the Participant, then, upon the performance of the calculations 





 






set forth in Section 2(b) above: (i) the Company shall cause the Partnership to issue to the  Participant a number of additional LTIP Units equal to the difference; (ii) such additional LTIP  Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part  of this Award (though, for the avoidance of doubt, will have a Grant Date as of the date actually  issued and not as of the original Grant Date for purposes of Section 8(b) herein); (iii) the  Company and the Partnership shall take such corporate and partnership action as is necessary to  accomplish the grant of such additional LTIP Units; and (iv) thereafter the term Award LTIP  Units will refer collectively to the Award LTIP Units, if any, issued prior to such additional grant  plus such additional LTIP Units; provided that such issuance will be subject to the Participant  confirming the truth and accuracy of the representations set forth in Section 13 hereof and  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 Earned LTIP Unit Equivalent is the same as the number of Award  LTIP Units previously issued to the Participant, then there will be no change to the number of  Award LTIP Units.               (d)   Termination of Employment.  The continuous service requirements of  Section 2(a) of this Agreement shall be applied to this Award as follows:                     (i)   In the event of termination of the Participant’s employment (A) by  the Participant upon Retirement or (B) by reason of the Participant’s death or Disability (each a  “Qualified Termination”) after the Grant Date, but prior to the end of the Performance Period,  then, subject to the provisions of Section 2(d)(ii) below, the Participant will retain the number of  Award LTIP Units previously granted to him or her with respect to the Performance Period, but  all calculations and payments, if any, with respect to this Award shall be made at the same time  and on the same conditions set forth in this Section 2 for other Participants.                     (ii)  As consideration for the continued vesting of the Award LTIP  Units as a result of the Participant’s Retirement, and provided that the Participant has not  previously entered into a non-competition agreement with the Company, the Participant shall  enter into a non-competition agreement with the Company at the time of the Participant’s  Retirement if requested by the Committee or the Chief Executive Officer within 60 days  following the date of Retirement, in such form as shall be reasonably determined by the  Committee.  In the event that the Participant refuses to enter into such non-competition  agreement, then all of the Award LTIP Units that were not vested as of the date immediately  preceding the date of the Participant’s Retirement shall expire on the earlier of (A) the time of  such refusal, or (B) 5:00 p.m., Eastern time, on the 60th day following the date of the  Participant’s Retirement.  In the event that the Participant enters into or has previously entered  into a non-competition agreement and breaches such agreement, any outstanding Award LTIP  Units and any outstanding Performance Shares granted under the Performance Share Plan that  were not vested as of the date immediately preceding the date of Retirement shall expire  immediately as of the time of such breach.                     (iii)  In the event of a termination of the Participant’s employment for  any reason other than a Qualified Termination prior to the end of the Performance Period, this  Award shall, without payment of any consideration by the Company, automatically and without 





 






notice terminate, be forfeited and be and become null and void, and neither the Participant nor  any of his or her successors, heirs, assigns, or personal representatives will thereafter have any  further rights or interests in this Award, and any related Award LTIP Units.               (e)   Change in Control.  The Change in Control provisions of Section 5.8 of  the Performance Plan shall be applied to this Award as follows:                     (i)   If a Change in Control occurs prior to the second anniversary of  the beginning of the Performance Period, the AFFO per Share performance level shall be  deemed to be at target and, therefore, the AFFO Payout Percentage shall be 100 percent.  If a  Change in Control occurs on or after the second anniversary of the beginning of the Performance  Period and prior to the end of the Performance Period, the Average Annual Growth in AFFO per  Share shall equal the simple average of the Annual Growth in AFFO per Share for the first two  calendar years of the Performance Period, and the AFFO Payout Percentage shall be determined  accordingly.                     (ii)  If a Change in Control occurs prior to the second anniversary of  the beginning of the Performance Period, the Annualized TSR and Absolute TSR performance  levels shall be deemed to be at target and, therefore, the TSR Payout Percentage shall be 100  percent.  If a Change in Control occurs on or after the second anniversary of the beginning of the  Performance Period and prior to the end of the Performance Period, the Annualized TSR shall be  determined based on the number of full and partial years from the beginning of the Performance  Period to the date of the Change in Control.  The Absolute TSR, if applicable, shall be  determined based on the number of full and partial years from the beginning of the Performance  Period to the date of the Change in Control.                     (iii)  Subject to the provisions of Section 2(e)(iv) below, after the  determination of the Earned LTIP Unit Equivalent upon a Change in Control, if the Participant  has incurred a Qualified Termination prior to the Change in Control, the Earned LTIP Unit  Equivalent shall be determined as soon as reasonably practicable, and such Participant shall  receive payment for his Award LTIP Units, including additional LTIP Units required to be  issued under Section 2(c), in cash within 30 days of the consummation of the Change in Control.   Otherwise, the dollar value of this Award shall be fixed at the dollar amount determined pursuant  to Sections 2(b) and (c) above based on the Fair Market Value of the Shares as of the date of the  Change in Control and be payable in cash, but shall only be paid to the Participant upon the  earlier of (A) between January 1 and March 15 of the year following the last day of the  Performance Period if the Participant remains employed by the Company (or its successor) until  the last day of the Performance Period, or (B) within 30 days of the termination of the  Participant’s employment by the Company (or its successor) without Cause or by the  Participant’s Resignation for Good Reason prior to the end of the Performance Period if such  termination of employment occurs within 12 months following the Change in Control.   Notwithstanding the foregoing, if the Company’s successor does not irrevocably and  unconditionally agree to assume this Award in connection with the Change in Control, the dollar  value of this Award shall be fully paid out to the Participant in cash within 30 days of the  consummation of the Change in Control. 





 






                  (iv)  If in connection with the Change in Control, holders of Common  Units have the opportunity to receive substitute securities upon consummation of the Change in  Control, the Partnership shall use commercially reasonable efforts to afford the Participant the  right to participate in an exchange of partnership interests with respect to the Earned LTIP Unit  Equivalent on terms as comparable as reasonably possible to those for a holder of an equal  number of Common Units in connection with such Change in Control, subject to the continuing  application of any restrictions then applicable to the LTIP Units included in the Earned LTIP  Unit Equivalent under the Partnership Agreement, this Award, the Performance Plan or the Plan.   In the absence of such an alternative (including by reason of the Participant’s failure to execute  the required documentation, meet eligibility requirements or take required steps to participate in  the exchange), the provisions of Section 2(e)(iii) above shall apply automatically without any  action being required or permitted by the Participant.  For the avoidance of doubt, the foregoing  provisions of this Section 2(e)(iv) shall not be deemed to create any duty or obligation for the  Partnership or the General Partner to make available to the Participant a structure that preserves  for the Participant following the consummation of the Change in Control the amount, type or  timing of income, gain or loss expected to be recognized by the Participant for U.S. federal  income tax purposes if his or her LTIP Units had been converted into Common Units, or to make  available the opportunity to exchange the Earned LTIP Unit Equivalent for substitute securities  with terms materially the same, with respect to rights to allocations, distributions, redemption,  conversion and voting, as the LTIP Units before such Change in Control.          3.    Distributions.  The Participant shall be entitled to receive distributions with  respect to the Award LTIP Units to the extent provided for in the Partnership Agreement as  follows:               (a)   The Award LTIP Units are hereby designated as “Special LTIP Units.”               (b)   The LTIP Unit Distribution Participation Date with respect to the Award  LTIP Units is the Grant Date set forth in this Agreement.               (c)   The Special LTIP Unit Full Participation Date with respect to the Award  LTIP Units is the date on which the Earned LTIP Unit Equivalent is determined pursuant to the  applicable clause of Section 2 hereof.               (d)   The Special LTIP Unit Sharing Percentage with respect to the Award  LTIP Units is 10 percent.               (e)   All distributions paid with respect to the Award LTIP Units shall be fully  vested and non-forfeitable when paid, whether or not the Award LTIP Units have been earned  based on performance or have become vested based on continued employment as provided in  Section 2 hereof.         4.    Rights with Respect to Award LTIP Units.  Without duplication with the  provisions of Article 15 of the Plan or the Partnership Agreement, 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 capital stock of the Company or a  transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock 





 






combination, reclassification, recapitalization, spin-off, or other similar change in the capital  structure of the Company, or any distribution to holders of Common Stock other than ordinary  cash dividends, shall occur, or (iii) any other event shall occur which, in each case in the  judgment of the Committee, necessitates action by way of adjusting the terms of this Award,  then and in that event, the Committee shall take such action, if any, as it determines to be  reasonably required to maintain the Participant’s rights hereunder so that they are substantially  proportionate to the rights existing under this Agreement prior to such event, including, but not  limited to, substitution of other awards or modification of performance targets and performance  periods, under the Plan.          5.    Compensation Recoupment Policy.   This Award shall be subject to any  compensation recoupment policy of the Company that is applicable by its terms to the Participant  and to Awards of this type.         6.    Incorporation of Performance Plan and the Plan; Interpretation by Committee.   This Agreement is subject in all respects to the terms, conditions, limitations and definitions  contained in the Performance Plan and the Plan.  In the event of any discrepancy or  inconsistency between this Agreement, the Performance Plan and the Plan, the terms and  conditions of the Performance Plan shall control except that in the case of a Change in Control,  the provisions of this Agreement shall control.  The Committee may make such rules and  regulations and establish such procedures for the administration of this Agreement as it deems  appropriate.  Without limiting the generality of the foregoing, the Committee may interpret the  Performance Plan, the Plan and this Agreement, with such interpretations to be conclusive and  binding on all persons and otherwise accorded the maximum deference permitted by law.  In the  event of any dispute or disagreement as to interpretation of the Performance Plan, the Plan or this  Agreement or of any rule, regulation or procedure, or as to any question, right or obligation  arising from or related to the Performance Plan, the Plan or this Agreement, the decision of the  Committee shall be final and binding upon all persons.         7.    Defined Terms.  For purposes of this Agreement, the following defined terms  shall have the meanings specified herein:               “Employer” means either the Company or any Affiliate that employs the  Participant.               “Redemption Right” is defined in Section 7.07(a) of the LP Agreement.               “Resignation for Good Reason” after a Change in Control means, without the  Participant’s prior written consent:  (i) a forced move to a location more than 60 miles from the  Participant’s place of business immediately prior to the Change in Control; or (ii) a material  reduction in the Participant’s base salary and/or annual incentive bonus target as compared to  that in effect immediately prior to the Change in Control.  The Participant may not resign for  Good Reason without providing the Employer written notice of the grounds that the Participant  believes constitute Good Reason and giving the Employer at least 30 days after such notice to  cure and remedy the claimed event of Good Reason. 





 






            “Retirement” means the Participant’s termination of employment with the  Employer, other than a Termination for Cause, on or after the date the Participant attains the age  of 55 years provided that, as of the date of termination, the sum of the number of whole years of  the Participant’s employment with the Company or an Affiliate plus the Participant’s age totals  at least 65 years.         8.    Restrictions on Transfer.  None of the Award LTIP Units granted hereunder nor  any of the common units of the Partnership into which such Award LTIP Units may be converted  (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given  away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of  law or by conversion into Common Units (each such action a “Transfer”) until the later of the  date that (a) the Award LTIP Units vest and (b) is two (2) years after the applicable Grant Date.   From and after such date, any Transfer of Award LTIP Units or Award Common Units shall be  in accordance with the provisions of Section 7.02 of the LP Agreement; provided, however, that  the minimum unit transfer requirement in Section 7.02(iii) of the LP Agreement shall not apply.   Additionally, all Transfers of Award LTIP Units or Award Common Units must be in  compliance with all applicable securities laws (including, without limitation, the Securities Act  of 1933, as amended, the “Securities Act”).  In connection with any Transfer of Award LTIP  Units or Award Common Units, the Partnership may require the Participant 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 Common Units not in accordance with the  terms and conditions of this Section 8 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 Common  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  Common Units.  Except as otherwise provided herein, this Agreement is personal to the  Participant, 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.         9.    Legend.  The records of the Partnership and any other documentation 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, in  the Plan and in the LP Agreement.         10.   Tax Matters; Section 83(b) Election.  The Participant may make an election to  include in gross income in the year of transfer the fair market value of the Award LTIP Units  hereunder pursuant to Section 83(b) of the Code.          11.   Withholding and Taxes.  No later than the date as of which an amount first  becomes includible in the gross income of the Participant for income tax purposes or subject to  the Federal Insurance Contributions Act withholding with respect to the Award LTIP Units  granted hereunder, the Participant will pay to the Company or, if appropriate, any of its  Subsidiaries, 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.  The Company may cause the required minimum tax withholding  obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be 





 






issued to the Participant in respect of the Participant’s exercise of the Redemption Right a  number of shares of Stock with an aggregate Fair Market Value that would satisfy the  withholding amount due, or (ii) withholding from Award LTIP Units granted to the Participant  with an aggregate value that would satisfy the withholding amount due.  The obligations of the  Company under this Agreement will be conditional on such payment or arrangements, and the  Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any  such taxes from any payment otherwise due to the Participant.         12.   Amendment; Modification.  This Agreement may only be modified or amended in  a writing signed by the parties hereto, provided that the Participant acknowledges that the Plan  may be amended or modified in accordance with Section 16.1 thereof and that this Agreement  may be amended or canceled by the Committee, on behalf of the Company and the Partnership,  in each case for the purpose of satisfying changes in law or for any other lawful purpose, so long  as no such action shall adversely affect the Participant’s rights under this Agreement without the  Participant’s written consent.  No promises, assurances, commitments, agreements, undertakings  or representations, whether oral, written, electronic or otherwise, and whether express or implied,  with respect to the subject matter hereof, have been made by the parties which are not set forth  expressly in this Agreement.  The failure of the Participant or the Company or the Partnership to  insist upon strict compliance with any provision of this Agreement, or to assert any right the  Participant or the Company or the Partnership, respectively, may have under this Agreement,  shall not be deemed to be a waiver of such provision or right or any other provision or right of  this Agreement.         13.   Complete Agreement.  Other than as specifically stated herein or as otherwise set  forth in any employment, change in control or other agreement or arrangement to which the  Participant is a party which specifically refers to the Award LTIP Units or to the treatment of  compensatory equity held by the Participant generally, this Agreement (together with those  agreements and documents expressly referred to herein, for the purposes referred to herein)  embody the complete and entire agreement and understanding between the parties with respect to  the subject matter hereof, and supersede any and all prior promises, assurances, commitments,  agreements, undertakings or representations, whether oral, written, electronic or otherwise, and  whether express or implied, which may relate to the subject matter hereof in any way.         14.   Investment Representation; Registration.  The Participant hereby makes the  covenants, representations and warranties set forth on Exhibit B attached hereto as of the Grant  Date.  All of such covenants, warranties and representations shall survive the execution and  delivery of this Agreement by the Participant.  The Participant shall promptly notify the  Partnership upon discovering that any of the representations or warranties set forth on Exhibit B  was false when made or have, as a result of changes in circumstances, become false.  The  Partnership will have no obligation to register under the Securities Act any of the Award LTIP  Units or upon conversion or exchange of the Award LTIP Units into other limited partnership  interests of the Partnership.         15.   No Obligation to Continue Employment.  Neither the Company nor any  Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Participant  in employment and neither the Plan nor this Agreement shall interfere in any way with the right  of the Company or any Subsidiary to terminate the employment of the Participant at any time. 





 






      16.   No Limit on Other Compensation Arrangements.  Nothing contained in this  Agreement shall preclude the Company from adopting or continuing in effect other or additional  compensation plans, agreements or arrangements, and any such plans, agreements and  arrangements may be either generally applicable or applicable only in specific cases or to  specific persons.         17.   Status of Award LTIP Units under the Plan.  The Award LTIP Units are both  issued as equity securities of the Partnership and granted as “Other Stock-Based Awards” under  the Plan.  The Company will have the right at its option, as set forth in the LP Agreement, to  issue Shares in exchange for partnership units into which Award LTIP Units may have been  converted pursuant to the LP Agreement, subject to certain limitations set forth in the LP  Agreement, and such Shares, if issued, will be issued under the Plan.  The Participant  acknowledges that the Participant will have no right to approve or disapprove such election by  the Company.         18.   Severability.  If any term or provision of this Agreement is or becomes or is  deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law,  rule or regulation, then such provision shall be construed or deemed amended to conform to  applicable law (or if such provision cannot be so construed or deemed amended without  materially altering the purpose or intent of this Agreement and the grant of Award LTIP Units  hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this  Agreement and the award hereunder shall remain in full force and effect).         19.   Law Governing.  This Agreement shall be governed by and construed in  accordance with the laws of the State of Indiana, without regard to any principles of conflicts of  law which could cause the application of the laws of any jurisdiction other than the State of  Indiana.          20.   Headings.  Section, paragraph and other headings and captions are provided  solely as a convenience to facilitate reference.  Such headings and captions shall not be deemed  in any way material or relevant to the construction, meaning or interpretation of this Agreement  or any term or provision hereof.         21.   Notices.  Notices hereunder shall be mailed or delivered to the Company  addressed to Duke Realty Corporation, 8711 River Crossing Boulevard, Indianapolis, IN 46240,  Attention: General Counsel, and shall be mailed or delivered to the Participant at the address on  file with the Company or, in either case, at such other address as one party may subsequently  furnish to the other party in writing.           22.   Counterparts.  This Agreement may be executed in two or more separate  counterparts, each of which shall be an original, and all of which together shall constitute one  and the same agreement.         23.   Successors and Assigns.  The rights and obligations created hereunder shall be  binding on the Participant and his or her heirs and legal representatives and on the successors and  assigns of the Partnership. 





 






      24.   Data Privacy Consent.  In order to administer the Plan and this Agreement and to  implement or structure future equity grants, the Company and its agents may process any and all  personal or professional data, including but not limited to Social Security or other identification  number, home address and telephone number, date of birth and other information that is  necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant  Information”).  By entering into this Agreement, the Participant (i) authorizes the Company to  collect, process, register and transfer to its agents all Relevant Information; and (ii) authorizes  the Company and its agents to store and transmit such information in electronic form.  The  Participant shall have access to, and the right to change, the Relevant Information.  Relevant  Information will only be used in accordance with applicable law and to the extent necessary to  administer the Plan and this Agreement, and the Company and its agents will keep the Relevant  Information confidential except as specifically authorized under this paragraph.         25.   Electronic Delivery of Documents.  By accepting this Agreement, the Participant  (i) consents to the electronic delivery of this Agreement, all information with respect to the Plan  and any reports of the Company provided generally to the Company’s stockholders; (ii)  acknowledges that he or she may receive from the Company a paper copy of any documents  delivered electronically at no cost to the Participant by contacting the Company by telephone or  in writing; (iii) further acknowledges that he or she may revoke his or her consent to electronic  delivery of documents at any time by notifying the Company of such revoked consent by  telephone, postal service or electronic mail; and (iv) further acknowledges that he or she is not  required to consent to electronic delivery of documents.         26.   Section 409A.               (a)   Anything in this Agreement to the contrary notwithstanding, if at the time  of the Participant’s separation from service within the meaning of Section 409A of the Code, the  Company determines that the Participant is a “specified employee” within the meaning of  Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the  Participant becomes entitled to under this Agreement on account of the Participant’s separation  from service would be considered deferred compensation otherwise subject to the 20 percent  additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of  Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall  not be provided until the date that is the earlier of (A) six months and one day after the  Participant’s separation from service, or (B) the Participant’s death.               (b)   To the extent that any payment or benefit described in this Agreement  constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the  extent that such payment or benefit is payable upon the Participant’s termination of employment,  then such payments or benefits shall be payable only upon the Participant’s “separation from  service.”  The determination of whether and when a separation from service has occurred shall 





 






be made in accordance with the presumptions set forth in Treasury Regulation Section  1.409A-1(h).                                           DUKE REALTY CORPORATION                                          By:                                             Name:                                              Title:                                         DUKE REALTY LIMITED PARTNERSHIP                                          By:  DUKE REALTY CORPORATION, its                                            General Partner                                          By:                                             Name:                                              Title:                                           PARTICIPANT                                           Name:                                          Address:  





 






                                 EXHIBIT A                  FORM OF LIMITED PARTNER SIGNATURE PAGE         The Grantee, desiring to become one of the within named Limited Partners of Duke  Realty Limited Partnership, hereby becomes a party to the Fifth Amended and Restated  Agreement of Limited Partnership of Duke Realty Limited Partnership, as amended through the  date hereof (the “Partnership Agreement”).           The Grantee constitutes and appoints the General Partner and its authorized officers and  attorneys-in-fact, and each of those acting singly, in each case with full power of substitution, as  the Grantee’s true and lawful agent and attorney-in-fact, with full power and authority in the  Grantee’s name, place and stead to carry out all acts described in Section 9.19(a) and (b) of the  Partnership Agreement, such power of attorney to be irrevocable and a power coupled with an  interest pursuant to Section 9.19 of 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:                                           By:                                             Name:                                              Date:                                            Address of Limited Partner: 





 






                                 EXHIBIT B       PARTICIPANT’S COVENANTS, REPRESENTATIONS AND WARRANTIES         The Participant hereby represents, warrants and covenants as follows:               (a)   The Participant has received and had an opportunity to review the  following documents (the “Background Documents”):                       (i)  The latest Annual Report to Stockholders that has been provided to              stockholders;                     (ii)  The Company’s Proxy Statement for its most recent Annual              Meeting of Stockholders;                     (iii) The Company’s Report on Form 10-K for the fiscal year most                    recently ended;                     (iv)  The Company’s Form 10-Q for the most recently ended quarter if              one has been filed by the Company with the Securities and Exchange Commission              since the filing of the Form 10-K described in clause (iv) above;                     (v)   Each of the Company’s Current Report(s) on Form 8-K, if any,              filed since the later of the end of the fiscal year most recently ended for which a              Form 10-K has been filed by the Company;                     (vi)  The Fifth Amended and Restated Agreement of Limited              Partnership of Duke Realty Limited Partnership;                     (vii)  The Company’s 2015 Long-Term Incentive Plan; and                    (viii) The Company’s Articles of Incorporation.               The Participant also acknowledges that any delivery of the Background  Documents and other information relating to the Company and the Partnership prior to the  determination by the Partnership of the suitability of the Participant as a holder of Award LTIP  Units shall not constitute an offer of Award LTIP Units until such determination of suitability  shall be made.               (b)   The Participant hereby represents and warrants that                      (i)   The Participant either (A) is an “accredited investor” as defined in        Rule 501(a) under the Securities Act, or (B) by reason of the business and financial        experience of the Participant, together with the business and financial experience of those        persons, if any, retained by the Participant to represent or advise him or her with respect        to the grant to him or her of LTIP Units, the potential conversion of LTIP Units into 





 






common units of the Partnership (“Common Units”) and the potential redemption of such  Common Units for shares of Stock (“Shares”), has such knowledge, sophistication and  experience in financial and business matters and in making investment decisions of this  type that the Participant (I) is capable of evaluating the merits and risks of an investment  in the Partnership and potential investment in the Company and of making an informed  investment decision, (II) is capable of protecting his or her own interest or has engaged  representatives or advisors to assist him or her in protecting his or her its interests, and  (III) is capable of bearing the economic risk of such investment.               (ii)  The Participant understands that (A) the Participant is responsible  for consulting his or her own tax advisors 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 Participant is or by reason of the award of LTIP Units may become subject, to  his or her particular situation; (B) the Participant has not received or relied upon business  or tax advice from the Company, the Partnership or any of their respective employees,  agents, consultants or advisors, in their capacity as such; (C) the Participant provides or  will provide 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 Participant believes to be necessary and appropriate  to make an informed decision to accept this Award of LTIP Units; and (D) an investment  in the Partnership and/or the Company involves substantial risks.  The Participant has  been given the opportunity to make a thorough investigation of matters relevant to the  LTIP Units and has been furnished with, and has reviewed and understands, materials  relating to the Partnership and the Company and their respective activities (including, but  not limited to, the Background Documents).  The Participant has been afforded the  opportunity to obtain any additional information (including any exhibits to the  Background Documents) deemed necessary by the Participant to verify the accuracy of  information conveyed to the Participant.  The Participant confirms that all documents,  records, and books pertaining to his or her receipt of LTIP Units which were requested by  the Participant have been made available or delivered to the Participant.  The Participant  has had an opportunity to ask questions of and receive answers from the Partnership and  the Company, or from a person or persons acting on their behalf, concerning the terms  and conditions of the LTIP Units.  The Participant has relied upon, and is making his or  her decision solely upon, the Background Documents and other written information  provided to the Participant by the Partnership or the Company.  The Participant did not  receive any tax, legal or financial advice from the Partnership or the Company and, to the  extent it deemed necessary, has consulted with his or her own advisors in connection with  his or her evaluation of the Background Documents and this Agreement and the  Participant’s receipt of LTIP Units.               (iii)  The LTIP Units to be issued, the Common Units issuable upon  conversion of the LTIP Units and any Shares issued in connection with the redemption of  any such Common Units will be acquired for the account of the Participant for  investment only and not with a current view to, or with any intention of, a distribution or  resale thereof, in whole or in part, or the grant of any participation therein, without  prejudice, however, to the Participant’s right (subject to the terms of the LTIP Units, the  Plan and this Agreement) at all times to sell or otherwise dispose of all or any part of his 





 






      or her or her LTIP Units, Common Units or Shares in compliance with the Securities Act,        and applicable state securities laws, and subject, nevertheless, to the disposition of his or        her assets being at all times within his or her control.                       (iv)  The Participant acknowledges that (A) neither the LTIP Units to be        issued, nor the Common Units issuable upon conversion of the LTIP Units, have been        registered under the Securities Act or state securities laws by reason of a specific        exemption or exemptions from registration under the Securities Act and applicable state        securities laws and, if such LTIP Units or Common Units are represented by certificates,        such certificates will bear a legend to such effect, (B) the reliance by the Partnership and        the Company on such exemptions is predicated in part on the accuracy and completeness        of the representations and warranties of the Participant contained herein, (C) such LTIP        Units, or Common Units, therefore, cannot be resold unless registered under the        Securities Act and applicable state securities laws, or unless an exemption from        registration is available, (D) there is no public market for such LTIP Units and Common        Units and (E) neither the Partnership nor the Company has any obligation or intention to        register such LTIP Units or the Common Units issuable upon conversion of the LTIP        Units under the Securities Act or any state securities laws or to take any action that would        make available any exemption from the registration requirements of such laws, except,        that, upon the redemption of the Common Units for Shares, the Company currently        intends to issue such Shares under the Plan and pursuant to a Registration Statement on        Form S-8 under the Securities Act, to the extent that (I) the Participant is eligible to        receive such Shares under the Plan at the time of such issuance and (II) the Company has        filed an effective Form S-8 Registration Statement with the Securities and Exchange        Commission registering the issuance of such Shares.  The Participant hereby        acknowledges that because of the restrictions on transfer or assignment of such LTIP        Units acquired hereby and the Common Units issuable upon conversion of the LTIP        Units which are set forth in the Partnership Agreement and this Agreement, the        Participant may have to bear the economic risk of his or her ownership of the LTIP Units        acquired hereby and the Common Units issuable upon conversion of the LTIP Units for        an indefinite period of time.                     (v)   The Participant has determined that the LTIP Units are a suitable        investment for the Participant.                     (vi)  No representations or warranties have been made to the Participant        by the Partnership or the Company, or any officer, director, shareholder, agent, or        affiliate of any of them, and the Participant has received no information relating to an        investment in the Partnership or the LTIP Units except the information specified in this        Paragraph (b).               (c)   So long as the Participant holds any LTIP Units, the Participant 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. 





 






            (d)   The address set forth on the signature page of this Agreement is the  address of the Participant’s principal residence, and the Participant has no present intention of  becoming a resident of any country, state or jurisdiction other than the country and state in which  such residence is sited.                 (e)   The representations of the Participant as set forth above are true and  complete to  the information and belief of the Participant, and the Partnership shall be notified  promptly of any changes in the foregoing representations.