Separation Agreement, dated as of March 30, 2021, by and between Thomas J. Barrack, Jr. and Colony Capital, Inc

1.    SEPARATION DATE. Executive and the Employer each acknowledges and agrees that the termination of Executive’s employment with Employer, shall be effective as of April 1, 2021 (the “Separation Date”). Executive acknowledges and agrees that, effective as of Separation Date and pursuant to Section 4(g) of the Employment Agreement, Executive will resign from any and all positions Executive then holds as a director, officer or otherwise, with the Employer and its managed entities, except Executive shall not resign from his position as a member of the Board of Directors of CLNY. Executive agrees to execute any and all further documents necessary or appropriate to further memorialize any or all of such resignations.

2.    SEVERANCE PAYMENTS AND BENEFITS. Executive and Employer acknowledge and agree that the payments and benefits set forth in this Agreement (the “Post-Termination Benefits”), are the sole payments and benefits payable to Executive in connection with his termination of employment. Executive acknowledges and agrees that the Post-Termination Benefits provided for in Section 2(b) shall be subject to Executive executing the general release of claims attached hereto as Annex A (the “Supplemental Release”) within twenty-one (21) days following the Separation Date pursuant to the terms hereof, and the applicable seven (7) calendar day revocation period expiring without revocation (the “Supplemental Release Condition”). Executive acknowledges and agrees Executive is not entitled to receive an Unpaid Bonus as Executive’s 2020 cash bonus was paid on March 3, 2021.

(a)    Executive shall be entitled to receive the Accrued Benefits at the time or times provided for in Section 4(a)(i) of the Employment Agreement.

(b)    Subject to the occurrence of the Supplemental Release Condition, the following amounts shall be paid or provided to Executive:

(i)    A lump sum cash payment in the amount of $21,411,978, payable on the first regularly scheduled payroll date following the occurrence of the Supplemental Release Condition;

(ii)    The Pro-Rated Bonus: $1,062,500, payable on the first regularly scheduled payroll date following the occurrence of the Supplemental Release Condition;

(iii)    Continued coverage for Executive and Executive’s eligible dependents for the remainder of Executive’s life at the expense of the Company under medical, dental and vision programs of Employer that are the same or substantially similar to those programs in which Executive and Executive’s eligible dependents participated immediately prior to the Separation Date (the “Group Health Benefits”); provided that (x) unless otherwise agreed by Executive, all such Group Health Benefits coverages shall be provided under insured plans or arrangements, and (y) if the Company determines in good faith that continuation of Group Health Benefits coverage (1) would adversely affect the tax status of the plan(s) pursuant to which the Group Health Benefits are provided or (2) result in taxability of benefits or penalties on the Company under applicable law (including without limitation, pursuant to Section 2716 of the Public Health Service Act, the Patient Protection and Affordable Care Act, or Section 4980D of the Code), then in either case the Company may cease providing continuation of the Group Health Benefits coverage and instead provide the Executive with monthly cash payments in an amount that, after reduction for applicable taxes (assuming the Executive pays taxes at the highest marginal rates in the applicable jurisdictions), is equal to the cost of providing the continuing Group Health Benefits coverage referenced above;

(iv)    (A) All equity or equity-based awards actually issued to Executive by the Company prior to the Separation Date that vest solely based on Executive’s continued employment shall be fully vested (“Time-Based Awards”) and (B) all equity or equity-based awards actually issued to Executive by the Company prior to the Separation Date that vest based in whole or in part on the achievement of specified performance goals or metrics (“Performance Awards”) shall remain outstanding and continue to vest based on the level of actual achievement of such performance goals or metrics as provided for in the Performance Awards, it being acknowledged and agreed by the Company that (1) any determination permitted or required to be made by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) or the Board with respect to the Performance Awards (including the achievement or failure to achieve the performance goals or metrics provided for therein) (A) will not treat Executive less favorably than the other senior executive officers of the Company and (B) will not have the effect of amending or modifying the terms of any Performance Award if such amendment or modification would result in a reduction or delay in the vesting of the Performance Awards and (2) if the Compensation Committee or Board were to waive or modify the performance goals or metrics attributable to performance awards granted to other senior executive officers of the Company on dates on which the Performance Awards were granted to Executive that results in an increase or acceleration of the vesting of such other performance awards, such waiver or modification shall also apply to the Performance Awards granted to Executive. For clarification, and subject to the immediately preceding sentence, (1) vesting of the Performance Awards shall be solely based on achievement of the performance goals or metrics applicable thereto and shall not require continuation of employment or services to the Company and (2) vesting of the Time-Based Awards and the Performance Awards shall be final and not be subject to forfeiture, repurchase, so-called claw back rights or similar provisions. A schedule of all Time-Based Awards and Performance Awards is set forth in the chart included on Exhibit B hereto;

(v)    Notwithstanding any provision in any award or partnership or similar agreement (including any provisions providing for vesting, forfeiture, performance conditions, repurchase, so-called claw back rights or similar provisions), all Fund Incentives issued to Executive on or prior to the Separation Date shall be fully vested. In addition (A)

Executive shall be issued vested Fund Incentives (the “DCP II Fund Incentive”) with respect to Digital Colony Partners II, L.P., with a sharing percentage of 5%, provided, that such DCP II Fund Incentive shall be issued at the same time as such incentives are issued to other recipients in the ordinary course of business and (B) at the sole discretion of the CEO of the Company, Executive shall be eligible to be issued Fund Incentives in other Company products for which Executive has assisted in deal sourcing or fundraising. A schedule of Fund Incentives other than the DCP II Fund Incentive is set forth in the chart included on Exhibit B hereto; and

(vi)    Executive is hereby released from any and all lock-up provisions on the Company shares (including the shares issued to Executive in March 2020, which Company shares were issued in lieu of Executive’s 2019 cash bonus) imposed on Executive or his Affiliates (other than Company policies applicable to Directors generally) .

3.    EXECUTIVE’S GENERAL RELEASE OF CLAIMS.

(a)    Waiver and Release. For and in consideration of continued employment with Employer through the Separation Date, the benefits provided for in this Separation and Release Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders and agents (collectively referred to herein as, the “Employer Group”), and each of its and their respective officers, directors, shareholders, members, managers, employees, agents, servants, accountants, attorneys, heirs, beneficiaries, successors and assigns (together with the Employer Group, the “Employer Released Parties”), from any and all claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, that Executive has ever had or might have against the Employer Released Parties that directly or indirectly arise out of, relate to, or are connected with, Executive’s services to, or employment by the Company, including, but not limited to (i) any claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the United States Code, the Sarbanes-Oxley Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and released, and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, the agreements in this Section 3 (this “Release”) bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Release, however, excludes

(b)    Waiver of Unknown Claims; Section 1542. Executive intends to fully waive and release all claims against Employer; therefore, he expressly understands and hereby agrees that this Release is intended to cover, and does cover, not only all known injuries, losses or damages, but any injuries, losses or damages that he does not now know about or anticipate, but that might later develop or be discovered, including the effects and consequences of those injuries, losses or damages. Executive expressly waives the benefits of and right to relief under California Civil Code Section 1542 (“Section 1542”), or any similar statute or comparable common law doctrine in any jurisdiction. Section 1542 provides:

4.    NO CLAIMS BY EXECUTIVE. Executive affirms and warrants that he has not filed, initiated or caused to be filed or initiated any claim, charge, suit, complaint, grievance, action or cause of action against Employer or any of the other Employer Released Parties.

5.    COVENANTS. At such time that Executive is not a member of the Board of Directors of CLNY, Executive shall be the Chairman Emeritus of CLNY, with compensation for such position to be consistent with the compensation of CLNY’s independent directors.

6.    NO ASSIGNMENT OF CLAIMS. Executive affirms and warrants that he has made no assignment of any right or interest in any claim which he may have against any of the Employer Released Parties.

7.    ADVICE OF COUNSEL. Executive acknowledges: (a) that he has been advised to consult with an attorney regarding this Agreement and the Release; (b) that he has, in fact, consulted with an attorney regarding this Agreement and the Release; (c) that he has carefully read and understands all of the provisions of this Agreement and the Release; and (d) that he is knowingly and voluntarily executing this Agreement and the Release.

8.    INSURANCE; INDEMNIFICATION. Following the Separation Date, Executive shall continue to be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Employer has established and maintained in respect of its directors and officers generally for actions and inactions occurring while the Executive provided services for Employer and its managed entities and continued coverage for any actions or inactions by the Executive while providing cooperation under the Employment Agreement, at Employer’s expense, and the Employer shall cause such insurance policies to be maintained in a manner reasonably acceptable to the Executive in accordance with the provisions of clause (vi) of the last sentence of Section 3(a) above. The Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements under applicable law and pursuant to the indemnification agreements previously entered into with Employer (the “Indemnification Agreement”) all of which shall remain in full force and effect in accordance with their terms.

9.    RESTRICTIVE COVENANTS. The Company acknowledges and agrees that nothing in the Release, the Restrictive Covenant Agreement, the Supplemental Release or otherwise shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state, or local governmental or law enforcement branch agency or entity (“Governmental Agency”) with respect to possible violations of any U.S. federal, state or local law or regulation or otherwise making disclosure to any Governmental Agency, in each case, that are protected under the whistleblower provisions of any such law or regulation to the extent such communications and/or disclosures are consistent with applicable law. In addition, Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 (“DTSA”) that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

10.    COMMUNICATIONS. Employer and Executive shall cooperate in good faith regarding any public announcement of Executive’s separation from employment with Employer, and Employer shall consider any timely comments from Executive related to any such communications in good faith.

11.    FEES. Employer shall promptly pay or reimburse Executive for reasonable attorneys’ fees incurred by Executive in connection with the review, negotiation, drafting and execution of this Agreement and the Supplemental Release and any agreements related thereto, subject to Executive providing Employer with reasonable documentation of such fees. Employer shall reimburse Executive for such fees within ten (10) business days following Executive’s submission to Employer of the documentation evidencing the fees.

12.    PUBLIC ANNOUNCEMENT. The Company shall consult with Executive prior to issuing any press release or any written public statement with respect to this Agreement or Executive’s termination of employment and shall not issue any such press release or written public statement prior to review and approval by Executive, except that prior review and approval shall not be required if, in the reasonable judgment of the Company, prior review and approval would prevent the timely dissemination of such release or announcement in violation of any applicable Law.

13.    MISCELLANEOUS. The provisions of this Agreement and the Supplemental Release are severable, and, if any part of this Agreement or the Supplemental Release is found to be unenforceable, the other paragraphs shall remain fully valid and enforceable. This Agreement and the Supplemental Release shall be governed by the substantive laws of the State of California without reference to its conflict of laws principles. This Agreement and the Supplemental Release set forth the entire agreement and understanding between the Employee and the Company. The Company has made no promises to the Employee other than those herein. Any dispute arising between the parties to this Agreement, including, but not limited to, any act which allegedly has or would violate any provisions of this Agreement or the Supplemental Release, and including, but not limited to, disputes pertaining to the formation, validity, interpretation, effect, or alleged breach of this Agreement or the Supplemental Release shall be submitted to mandatory and binding arbitration pursuant to the procedures set forth in the Employment Agreement.

1.    Waiver and Release. Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders and agents (collectively referred to herein as, the “Employer Group”), and each of its and their respective officers, directors, shareholders, members, managers, employees, agents, servants, accountants, attorneys, heirs, beneficiaries, successors and assigns (together with the Employer Group, the “Employer Released Parties”), from any and all claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, that Executive has ever had or might have against the Employer Released Parties that directly or indirectly arise out of, relate to, or are connected with, Executive’s services to, or employment by the Company, including, but not limited to (i) any claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the United States Code, the Sarbanes-Oxley Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and released, and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Supplemental Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Supplemental Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, (ii) claims with respect to the breach of any covenant (including any covenant under the Employment Agreement or this Separation Agreement and Release) to be performed by Employer after the date of this Supplemental Release, (iii) any rights to indemnification or contribution or directors’ and officers’ liability insurance under the

Employment Agreement, the Indemnification Agreement, any operative documents of the Company or any applicable law, (iv) any claims as a holder of Company equity awards under the Company’s equity incentive plans or as a holder of Fund Incentives, (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release, and (vi) any additional amounts or benefits due under any applicable plan, program, agreement or arrangement of Employer or any Managed Company (including continuing “tail” indemnification and directors and officers liability insurance for actions and inactions occurring while the Executive provided services for Employer and its affiliates and continued coverage for any actions or inactions by the Executive while providing cooperation under this Agreement), including any such plan, program, agreement or arrangement relating to equity or equity-based awards; (vii) the Post-Termination Benefits, and (viii) claims with respect to the breach of any covenant under the Tax Protection Agreement or Investment Agreement to which the Company and the Executive are parties.

2.    Waiver of Unknown Claims; Section 1542. Executive intends to fully waive and release all claims against Employer; therefore, he expressly understands and hereby agrees that this Supplemental Release is intended to cover, and does cover, not only all known injuries, losses or damages, but any injuries, losses or damages that he does not now know about or anticipate, but that might later develop or be discovered, including the effects and consequences of those injuries, losses or damages. Executive expressly waives the benefits of and right to relief under California Civil Code Section 1542 (“Section 1542”), or any similar statute or comparable common law doctrine in any jurisdiction. Section 1542 provides:

3.    Acknowledgement of ADEA Waiver. Without in any way limiting the scope of the foregoing general release of claims, Executive acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (the “ADEA”) and that such waiver and release is knowing and voluntary. This waiver and release does not govern any rights or claims that might arise under the ADEA after the date this Supplemental

Release is signed by Executive. Executive acknowledges that: (i) the consideration given for this Supplemental Release is in addition to anything of value to which Executive otherwise would be entitled to receive; (ii) he has been advised in writing to consult with an attorney of his choice

4.    Wages Fully Paid. Executive acknowledges and agrees that he has received payment in full for all salary and other wages, including without limitation any accrued, unused vacation or other similar benefits earned through the Separation Date other than the Post-Termination Payments.

5.    No Claims by Executive. Executive affirms and warrants that he has not filed, initiated or caused to be filed or initiated any claim, charge, suit, complaint, grievance, action or cause of action against Employer or any of the other Employer Released Parties.

6.    No Assignment of Claims. Executive affirms and warrants that he has made no assignment of any right or interest in any claim which he may have against any of the Employer Released Parties.

7.    Advice of Counsel. Executive acknowledges: (a) that he has been advised to consult with an attorney regarding this Supplemental Release; (b) that he has, in fact, consulted with an attorney regarding this Supplemental Release; (c) that he has carefully read and understands all of the provisions of this Supplemental Release; and (d) that he is knowingly and voluntarily executing this Supplemental Release in consideration of the Post-Termination Benefits provided under the Employment Agreement and the Separation Agreement.

8.    Certain Covenants. The Company acknowledges and agrees that nothing in the Release, the Restrictive Covenant Agreement, Supplemental Release or otherwise shall prohibit or impede Employee from communicating, cooperating or filing a complaint with any U.S. federal, state, or local governmental or law enforcement branch agency or entity (“Governmental Agency”) with respect to possible violations of any U.S. federal, state or local law or regulation

or otherwise making disclosure to any Governmental Agency, in each case, that are protected under the whistleblower provisions of any such law or regulation to the extent such communications and/or disclosures are consistent with applicable law. In addition, Employee is hereby notified in accordance with the Defend Trade Secrets Act of 2016 (“DTSA”) that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

9.    Miscellaneous. The provisions of this Supplemental Release are severable, and, if any part of this Supplemental Release is found to be unenforceable, the other paragraphs shall remain fully valid and enforceable. This Supplemental Release shall be governed by the substantive laws of the State of California without reference to its conflict of laws principles. This Supplemental Release, along with the Separation Agreement, sets forth the entire agreement and understanding between the Employee and the Company with respect to the subject matter hereof and thereof. The Company has made no promises to the Employee other than those herein or in the Separation Agreement. Any dispute arising between the parties to this Supplemental Release, including, but not limited to, any act which allegedly has or would violate any provisions of this Supplemental Release, and including, but not limited to, disputes pertaining to the formation, validity, interpretation, effect, or alleged breach of this Supplemental Release shall be submitted to mandatory and binding arbitration pursuant to the procedures set forth in the Employment Agreement.