PERFORMANCE LTIP UNIT AWARD AGREEMENT
Pursuant to the Phillips Edison & Company, Inc. 2020 Omnibus Incentive Plan (the Plan), and the Fourth Amended and Restated Limited Partnership Agreement, as amended (the LP Agreement), of Phillips Edison Grocery Center Operating Partnership I, L.P. (the Partnership), Phillips Edison & Company, Inc. (the Company), through its wholly owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, as general partner of the Partnership, hereby grants an award (this Award) of the maximum number of Class C Units (as defined in the LP Agreement, hereinafter, LTIP Units) set forth on Exhibit A hereto (the Maximum Award) to the Grantee set forth on Exhibit A 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.
1. Defined Terms. Capitalized terms in this award agreement (this Agreement) shall have the meaning specified in the Plan, unless a different meaning is specified herein. The following terms shall have the following respective meanings:
(a) Dividend LTIP Units means a number of additional LTIP Units equal to the quotient obtained by dividing (x) the amount of ordinary dividends paid by the Company with respect to the Performance Period in respect of a number of shares of Common Stock, par value $0.01 per share, of the Company (Common Stock) equal to the number of Earned LTIP Units (as defined in Section 3, exclusive of the Dividend LTIP Units and disregarding any LTIP Units issued in respect of distributions and reduced by the distributions actually paid with respect to the LTIP Units), by (y) the Share Value as of the last day of the Performance Period.
(b) Expiration Date means the five-year anniversary of the last day of the Performance Period.
(c) Performance Period means the [ ] calendar year period commencing on January 1st of the year in which the Grant Date (as defined in Exhibit A) occurs and concluding on the Valuation Date.
(d) Valuation Date means the earlier of (i) the last day of the [ ] calendar year of the Performance Period or (ii) the date upon which a Change in Control occurs.
2. Restrictions on Transfer of Award.
(a) Except as otherwise permitted by the Committee, none of the LTIP Units granted hereunder nor any of the OP Units of the Partnership into which such LTIP Units may be converted (the OP 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 (each such action a Transfer) and the right to exchange all or a portion of the OP Units for cash or, at the option of the Partnership, for shares of Common Stock (the Exchange Right) may not be exercised with respect to the OP Units, provided that, at any time after the date that (x) the LTIP Units vest and (y) is two (2) years after the effective date of the grant, (i) LTIP Units or OP Units may be Transferred to the Grantees Family Members (as defined below) by gift or domestic relations order, provided 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