Earned Applicable Performance Units. Subject to the Participant’s continued employment or other service with the Company or its Subsidiaries at the Vesting Date(s) as set forth below, the Performance Units shall become earned as and when provided in this Section 4.1(a) based upon the Company’s EBITDA or CAGR (both terms as defined below), in each case as determined by the Committee in its sole discretion, in accordance with the following:

Earned Units. In the event of a Change in Control that occurs prior to the third anniversary of the Grant Date, subject to the Participant’s continued Service as of immediately prior to the Change in Control:

Earned Applicable Performance Units. Subject to the Participant’s continued employment or other service with the Company or its Subsidiaries at each Date of Determination set forth below, the Performance Units shall become earned as and when provided in this Section 4.1(a) based upon the Company’s Market Capitalization (as defined below) at each Date of Determination (“Earned Applicable Performance Units”) in accordance with the following tables:

Vesting Dates for Earned Applicable Performance Units. Subject to the Participant’s continued employment or other service with the Company or its Subsidiaries on the Applicable Performance Units Vesting Date (as defined herein), all Earned Applicable Performance Units will become Vested Units on the first to occur of the following (each the “Applicable Performance Units Vesting Date”) # the third anniversary of the Vesting Commencement Date, # a Change in Control, or # the occurrence of any other event specified in [Section 3(b)(ii), (iii) or (iv)])])] of the Employment Agreement by and between the Company and the Participant dated August 3, 2021 (the “Employment Agreement”).

Earned Performance-Based LTIP Units. Subject to the terms and conditions of this Award, the number of earned Performance-Based LTIP Units shall be calculated by reference to the respective Performance Percentage for each of the SNL US REIT Retail Shopping Center Index and the SNL US REIT Retail Index, as follows:

Form and Timing of Payment of Performance Units and Performance Shares. Payment of earned Performance Units and Performance Shares shall be made after the expiration of the applicable Performance Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned Performance Units and Performance Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units or Performance Shares, as applicable, at the close of the applicable Performance Period) or in a combination of cash and Shares.

Earned Units. Except as specifically provided in Section 3, the number of Units subject to this Award that the Participant will be deemed to have earned (“Earned Units”) and that are eligible for vesting as of the Vesting Date will be determined by the extent to which the Company has satisfied the performance-based objectives for the Performance Period ending on the Determination Date as set forth in [Appendix A] to this Agreement, but subject to any adjustment as described in [Appendix A]. The portion of the Units subject to this Award that will be deemed Earned Units as of the Vesting Date during the Vesting Period will be determined according to the formula specified in [Appendix A] (subject to any adjustment described therein), but in no event will the cumulative number of Units that are deemed Earned Units exceed the Maximum Number of Units. Any Units that are not earned and do not vest as of the Vesting Date will be forfeited. Notwithstanding any contrary provision of this Agreement, the Committee, in its sole discretion, may reduce the number of Earned Units that would otherwise be deemed vested as of the Vesting Date in recognition of such performance or other factors that the Committee deems relevant.

PSU Base Units Earned. The number of Shares to be issued by the Trust, if any, with respect to any award of PSU Base Units shall be determined based on the Trust’s achievement of the Operating Performance Goals (as defined below) for the Measurement Period as described in Section 4(b) hereof and a modification based on the Trust’s TRS (as defined below) performance for the Measurement Period, as described in and determined pursuant to Section 4(c) hereof. Also, except as otherwise provided in subsection # below, a Participant must be employed by an Employer on the last day of the Measurement Period in order to receive any Shares subject to Performance Goals under the Program. See Appendix A attached hereto for examples illustrating the operation of this Section.

Earned Applicable Performance Units. Subject to the Participant’s continued employment or other service with the Company or its Subsidiaries at each Date of Determination set forth below, the Performance Units shall become earned as and when provided in this Section 4.1(a) based upon the Company’s Market Capitaliz ation (as defined below) at each Date of Determination (“Earned Applicable Performance Units”) in accordance with the following tables:

Vesting Dates for Earned Applicable Performance Units. Subject to the Participant’s continued employment or other service with the Company or its Subsidiaries on the Applicable Performance Units Vesting Date (as defined herein), all Earned Applicable Performance Units will become Vested Units on the first to occur of the following (each the “Applicable Performance Units Vesting Date”) # the third anniversary of the Vesting Commencement Date, # a Change in Control, or # the occurrence of any other event specified in Section 3(b)(ii), (iii) or (iv) of the Employment Agreement by and between the Company and the Participant dated August 3, 2021 (the “Employment Agreement”).