Non-Equity Incentive Plan Compensation. Executive shall remain eligible to receive non-equity incentive plan compensation for the fiscal year ending April 28, 2018 under the Company’s Management Incentive Compensation Plan. Executive shall not receive any other additional non-equity incentive plan compensation.

Equity Incentive Compensation. During the Term, Executive shall be eligible to participate in the Company’s equity incentive plans pursuant to the Company’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”) (or any successor thereto) or such other plans or programs as the Compensation Committee shall determine. In the event that the vesting terms of the applicable award agreements governing Executive’s equity-based incentive awards differ from or are in conflict with the vesting terms set forth in Section 7 of this Agreement, the terms of this Agreement shall govern and control.

Incentive Equity Plan. Prior to the Closing Date, BRPA shall cause to be adopted an equity incentive plan (the “BRPA Plan”), the proposed form and terms of which shall be prepared and delivered by the Company and which shall be reasonably acceptable to BRPA. The BRPA Plan shall provide for the reservation by BRPA for the issuance pursuant to the BRPA Plan of a number of shares of BRPA Common Stock as mutually agreed by BRPA and the Company and set forth on [Schedule 5.15] of the BRPA Schedules. BRPA shall file with the

Equity Incentive Plan The Award evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to the Participant and is hereby incorporated into this Agreement This Agreement is subject to and in all respects limited and conditioned as provided in the Plan including, but not limited to, any provisions relating to the retroactive amendment of Award Agreements All defined terms of the Plan have the same meaning when used in this Agreement The Plan governs this Award and, subject only to [clause (d)] below (Construction), in the event of any questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan governs, except as the Plan otherwise provides

Equity Incentive Plan Controls This Agreement is subject to all terms and provisions of the ​ 2022 Equity Incentive Plan (and as amended, modified or supplemented from time to time, the “Plan”), which are incorporated herein by reference. In the event of any conflict, the terms and provisions of the Plan shall control over the terms and provisions of this Agreement. All capitalized terms herein shall have the meanings given to such terms by the Plan unless otherwise defined herein or unless the context clearly indicates otherwise.

“Xerox Stock Plans” means the Xerox Corporation 2004 Performance Incentive Plan, the Affiliated Computer Services, Inc. 2007 Equity Incentive Plan, the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan, the Xerox Corporation 2004 Equity Compensation Plan for Non-Employee Directors and the 1996 Non-Employee Director Stock Option Plan, in each case as amended and restated.

Equity Compensation. [Section 2] of the Employment Agreement is amended by adding the following new [Section 2(f)]:

Equity Compensation. The Board or a committee of the Board (each in its discretion) may, but is not obligated to, grant equity awards to the Executive from time to time. The Board or a committee of the Board periodically (in good faith and generally annually) shall consider granting such awards (which may be performance-based awards, as determined by the Board or a committee thereof) in light of the Executive’s continuing contributions to the Company’s operational and strategic performance.

Equity Compensation. The outstanding equity-based awards held by Pennypacker under [[Organization A:Organization]] 2013 Omnibus Incentive Plan (the “Plan”) as of the Separation Date shall be treated in accordance with the Plan and the applicable award agreement except to the extent otherwise provided below:

Equity Compensation. During the Term, the Executive shall be eligible to receive equity compensation as determined by performance goals established by the Board of Directors upon consultation with the Executive. For each calendar year during the Term beginning in ​, the Executive will be eligible to receive annual equity grants as defined in [Exhibit II]. The structure and terms of the equity grants to the Executive will be the same for the senior management team.

Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to [Section 2] of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below in paragraphs 3(a) and 3(b) shall be granted under and shall be subject to the terms and provisions of the Equity Plan and shall be granted subject to an award agreement in substantially the same form approved by the Board prior to the grant date, setting forth the terms of the award, consistent with the Equity Plan. For purposes of this Section 3, the number of shares subject to any restricted share unit award will be determined by dividing the grant date dollar value specified under [subsection (a) or (b)])] hereof by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the date of grant.

Equity Compensation. During the Employment Term, Executive will be eligible to be granted additional equity awards to purchase shares of the Company’s common stock (the “Equity Awards”) under (and therefore subject to all terms and conditions of) plans or programs as the Company may from time to time adopt (the “Equity Documents”). The size and type of Equity Award, and the terms and conditions applicable thereto, will be determined by the Committee, in its discretion and under the Equity Documents pursuant to which the applicable Equity Award is granted.

This Non-Employee Director Compensation Plan (the “Director Compensation Plan”) is intended to establish the cash compensation and equity grants payable to members of the board of directors of Paramount Group, Inc. (the “Company”), as constituted from time to time (the “Board”), who are not employees of the Company or any subsidiary of the Company (“Non-Employee Directors”). All equity grants made under the Director Compensation Plan shall be made pursuant to the Amended and Restated 2014 Equity Incentive Plan (as amended from time to time, the “2014 Plan”) or any other equity plan of the Company designated by the Board pursuant to which the grants provided for herein may be made (together with the 2014 Plan, the “Incentive Plan”). Except as otherwise noted herein, the cash compensation and equity grants described in the Director Compensation Plan shall be paid or be made, as applicable, to each Non-Employee Director automatically and without any further action by the Board. All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the applicable Incentive Plan.

“Book Value” (or “BV”) shall mean the shareholders’ equity as set forth in the audited financial statements of the Company as of the end of the applicable fiscal year;

Incentive Compensation. During the Term, the Executive shall be eligible to receive annual cash incentive compensation (“Annual Cash Incentive Compensation”) as determined by performance goals established by the Board of Directors of the Company, upon consultation with the Executive. The Executive’s maximum Annual Cash Incentive Compensation shall be 200 percent (200%) of the Base Salary. The Annual Cash Incentive Compensation for the initial year of Initial Term shall be pro-rated. If earned, Annual Cash Incentive Compensation for any calendar year will be payable within 75 days after the end of such year. Until the Company consummates its Initial (Alternative) Public Offering, the Company may substitute a portion of the Annual Cash Incentive Compensation amount with stock, depending upon cash needs of the Company.

2018 Equity Incentive Plan – Non-Employee Director RSA Agr (2023)

Section # Stock Options and Restricted Stock Units. Any equity compensation (including, without limitation, stock options and restricted stock units) granted to a Covered Employee under any equity incentive plan maintained by McDonald’s Corporation that is outstanding immediately before the Termination Date shall be treated in accordance with the terms of the equity incentive plan, prospectus and grant applicable to such equity compensation.

Incentive Compensation Clawback. Any compensation provided by the Company to the Executive, excepting only compensation pursuant to ​ above, shall be subject to the Company’s Incentive Compensation Clawback Policy as such policy shall be adopted, and from time to time amended, by the Board or the Compensation Committee.