TERMINATION OF EMPLOYMENT – PARTIAL PLAN YEAR – NO CHANGE IN CONTROL. If prior to the last day of a Plan Year during which a Change in Control does not occur (a “Routine Plan Year”), a Participant’s employment terminates as a result of the Participant's death, disability, or Retirement, such Participant shall receive an incentive equal to the amount that the Participant would have received as an incentive if such Participant had remained an employee through the end of the Plan Year multiplied by a fraction, the numerator of which is the number of days that elapsed during the Plan Year in which the termination occurs prior to and including the date of the Participant’s termination of employment and the denominator of which is the number of days in the full Plan Year (a "pro rata incentive"). If a Participant's employment terminates for any other reason during a Routine Plan Year, then no incentive shall be payable to the Participant for such Plan Year, provided, that at its discretion, the Committee may determine to pay such Participant (other than a Participant terminated for cause) up to a pro rata incentive.

TERMINATION OF EMPLOYMENT – PARTIAL PLAN YEAR – WITH CHANGE IN CONTROL. If prior to the last day of a Plan Year during which a Change in Control occurs (a “Change in Control Plan Year”),

Subject to the express exceptions set forth in this [Section 6], only participants who are full‑time, active employees on the last day of a Plan Year and who have been full‑time, active employees for at least 120 days during the Plan Year shall be eligible for an award with respect to that Plan Year.

Partial Year Participation. Unless otherwise determined by the Committee or the CEO (with respect to individuals who are not [Section 16] Officers) # if a Participant begins employment or is promoted to an eligible position after the beginning of a Plan Year but before October 1 of such Plan Year, such Participant will be eligible to receive an Annual Incentive Award for such Plan Year, which will be prorated based on the number of days such person participated in the Plan during the Plan Year; and # if a Participant begins employment or is promoted to an eligible position after October 1 of a Plan Year, the Participant will not be eligible to receive an Annual Incentive Award for such Plan Year. If a Participant takes a leave of absence during the Plan Year for any reason, the Committee or the CEO (with respect to individuals who are not [Section 16] Officers) in their discretion, may determine whether such employee may participate in this Plan and the terms of such participation, if any.

TERMINATION OF EMPLOYMENT – COMPLETED PLAN YEAR. If Participant’s employment is terminated for any reason (including death, disability or retirement) other than Cause after the end of a Plan Year but before payment of incentives for such Plan Year, the Participant shall remain entitled to payment of incentives, if any, earned for such Plan Year. A Participant whose employment is terminated for Cause after the end of a Plan Year but before payment of incentives for such Plan Year shall not receive payment of any incentive for the completed Plan Year.

Section # Termination of Employment - Change of Control. Unless otherwise provided in the Plan, in the specific terms of an Award, or in the provisions of a written employment or change of control/retention agreement between the Company and the Participant, a Participant who terminates employment with the Company on or after the effective date of a Change of Control shall be eligible for a prorated Award for the Plan Year in which the Change of Control occurs, and for the full amount of such Award if such termination occurs after such Plan Year but before payment otherwise is due with respect thereto, provided that his termination was not # a Discharge for Cause or # voluntary without Good Reason. If a prorated Award is paid out under this [section 4.3], the amount of such Award shall be calculated and paid after the end of the Plan Year at the same time as other Awards for that Plan Year are paid, provided that in no event shall the amount of such Award prior to proration be less than the amount paid to such Participant under the Plan for the preceding Plan Year.

Plan Year. The twelve consecutive month period commencing on January 1 of each year.

Effect of Termination of Service and Change of Control. In the event of # the Participant’s termination of employment or service with the Company, SmartStop OP, L.P., or SmartStop Storage Advisors, LLC, or any other Affiliate for any reason, or # a Change of Control, the vesting of the Restricted Shares shall be governed by the Executive Severance and Change of Control Plan, as may be amended pursuant to its terms from time to time (the “Severance Plan”), as in effect at the time of such termination or Change of Control, or, if no such Severance Plan is in place, the Severance Plan last in effect prior to such termination or Change of Control.

9.3Partial Termination of the Plan Upon a Subsidiary Change of Control Event. Notwithstanding any other provision of the Plan, if an Adopting Subsidiary undergoes a Subsidiary Change of Control Event, as defined below (a “Disaffiliated Subsidiary”), the Company, in its sole discretion, may terminate the portion of the Plan (a “Partial Termination”) covering those Participants (“Disaffiliated Participants”) who immediately following the occurrence of such Subsidiary Change of Control Event are employed by, or are otherwise performing services for, such Disaffiliated Subsidiary. Any such Partial Termination of the Plan shall be done in accordance with and subject to the requirements imposed under Treasury Regulation Section 1.409A-3(j)(4)(ix)(B), including the following:

Partial Termination with respect to such Subsidiary Change of Control Event.