LTIP Units. The Committee may award LTIPs to a Participant. In such event, the agreement granting such LTIPs shall set forth # whether and how the LTIPs will be subject to forfeiture to reflect the economic terms of this 2018 Outperformance Plan in light of the different award structure, # whether LTIPs will be issued prior to or after the Valuation Date, it being understood that the Committee may decide to award LTIPs in multiple tranches with respect to a single Award to a Participant, and # the methodology to be followed to convert the dollar amount of any Award determined under Section 2.3 or 2.6 to a number of LTIPs to be earned, or forfeited, as the case may be, and # if such LTIPs constitute equity awards, under which equity incentive plan of the Company they are being issued, whether shares of Common Stock need to be reserved for issuance under such plan, and if so how that number will be determined, which may, depending on the circumstances, include calculations made or to be made under Sections 2.2 or 2.3, capital account allocations and/or balances under the applicable partnership agreement, and the conversion ratio between LTIPs (directly or indirectly) and Common Stock.

LTIP Units. The Administrator is authorized to grant LTIP Units in such amount and subject to such terms and conditions as may be determined by the Administrator; provided, however, that LTIP Units may only be issued to a Participant for the performance of services to or for the benefit of the Partnership # in the Participant's capacity as a partner of the Partnership, # in anticipation of the Participant becoming a partner of the Partnership, or # as otherwise determined by the Administrator, provided that the LTIP Units are intended to constitute "profits interests" within the meaning of the Code, including, to the extent applicable, Revenue Procedure 93-27, 1993-2 C.B. 343 and Revenue Procedure 2001-43, 2001-2 C.B. 191. The Administrator shall specify the conditions and dates upon which the LTIP Units shall vest and become nonforfeitable. LTIP Units shall be subject to the terms and conditions of the Partnership Agreement and such other restrictions, including restrictions on transferability, as the Administrator may impose. These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter.

The Company hereby grants the Grantee LTIP Units in Nordic Operating Partnership S.C.A., subject to the terms and conditions of this LTIP Unit Award Agreement (this “Agreement”) and subject to the provisions of the Plan and the Agreement of Nordic Operating Partnership S.C.A. (the “Partnership Agreement”). The Plan is incorporated herein by reference as though set forth herein in its entirety.

LTIP. “LTIP” means the ​ Long Term Incentive Plan.

The Grantee shall, upon request or otherwise at the election of the Company, be issued a certificate in respect of the LTIP Units awarded under this Agreement. Such certificate shall be registered in the name of the Grantee (or any applicable such assignee or transferee). The certificates for LTIP Units issued hereunder may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to such LTIP Units, substantially in the following form:

Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such LTIP Units shall only lapse as to whole LTIP Units.

LTIP Payment. If the Termination Date occurs before the Employee receives payment of an Incentive Compensation Award, the Employee shall receive payment with respect to such Incentive Compensation Award, in the same form and at the same time as would have otherwise been payable to him or her as a Participant in the LTIP (notwithstanding the provisions of Section 11 of the LTIP) had he or she remained employed by the Company through the end of the Incentive Compensation Award Period applicable to such Incentive Compensation Award and had he or she been employed on the date on which such Incentive Compensation Award is paid. The amount payable to the Employee with respect to such Incentive Compensation Award pursuant to this Paragraph 3 shall be equal to the amount that would otherwise have been payable to the Employee with respect to such Incentive Compensation Award had the Employee remained continuously employed by the Company through the end of the Incentive Compensation Award Period and had he or she been employed on the date on which such Incentive Compensation Award is paid, multiplied by a fraction, the numerator of which is the number of full calendar years of the Incentive Compensation Award Period prior to the Termination Date, and the denominator of which is three.

Except as provided in the [foregoing clause (i)], below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the LTIP Units, all of the rights of a holder of LTIP Units as set forth in the Partnership Agreement, including the right to vote the LTIP Units and the right to receive distributions. Distributions on and allocations with respect to the LTIP Units shall be made to the Grantee in accordance with the terms of the Partnership Agreement.

ARTICLE #

PERFORMANCE AWARDS; DIVIDEND EQUIVALENTS; STOCK PAYMENTS; RESTRICTED STOCK UNITS; PERFORMANCE SHARES; OTHER INCENTIVE AWARDS; LTIP UNITS

Plan and LTIP. By entering into this Agreement, the Participant agrees and acknowledges that a copy of the Plan and the LTIP has been made available to the Participant. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan or LTIP, the applicable terms and provisions of the Plan and LTIP will govern and prevail.