Performance LTIP Unit Award Agreement (2015)Full Document 

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Name of Participant: (the "Participant")
No. of LTIP Units Awarded:
Grant Date:


A. The Participant is an officer of Paramount Group, Inc., a Maryland corporation (the "Company") and provides services to Paramount Group Operating Partnership LP, a Delaware limited partnership, through which the Company conducts substantially all of its operations (the "Partnership").

B. Pursuant to the Company’s 2014 Equity Incentive Plan (as amended and supplemented from time to time, the "Plan") and the Agreement of Limited Partnership (the "LP Agreement") of the Partnership, the Company hereby grants the Participant an Other Equity-Based Award (an "Award") pursuant to the Plan and hereby causes the Partnership to issue to the Participant, the number of Special LTIP Units (as defined in the LP Agreement) set forth above (the "Award LTIP Units") 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. Upon the close of business on the Grant Date pursuant to this LTIP Unit Award Agreement (this "Agreement"), the Participant shall receive the number of LTIP Units specified above, subject to the restrictions and conditions set forth herein, in the Plan and in the LP Agreement.

C. The exact number of LTIP Units earned under the Award shall be determined following the conclusion of the Performance Period based on the Company’s Total Shareholder Return and Relative Performance during the Performance Period as provided herein. Any Award LTIP Units not earned upon the end of the Performance Period will be forfeited and any additional LTIP Units owed to the Participant shall be issued as soon as reasonably practical following the end of the Performance Period.

NOW, THEREFORE, the Company, the Partnership and the Participant agree as follows:

1. Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan. In addition, as used herein:

"Absolute TSR Component" means 50 percent of the Award LTIP Units. Such Award LTIP Units shall be earned based on the Company’s Total Shareholder Return during the Performance Period.

"Baseline Value" means $ , representing the average of the Fair Market Value of one share of Common Stock over the five consecutive trading days ending on, and including, the Effective Date.

"Cause" means (a) if the Participant is a party to a Service Agreement, and "Cause" is defined therein, such definition, or (b) if the Participant is not party to a Service Agreement that defines "Cause," Cause shall mean, (i) the continued failure by the Participant to substantially perform the Participant’s duties with the Employer after written notification by the Employer of such failure; (ii) conduct by the Participant which would reasonably be expected to result in material injury or reputation harm to the Employer; (iii) conduct by the Participant constituting a material act of misconduct in the performance of his or her duties; (iv) the material violation by the Participant of the Company’s Code of Business Conduct and Ethics, as in effect on the Grant Date and as subsequently changed from time to time; or (v) the commission by the Participant of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud.

"Change in Control" means any of the following:

(a) any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and the Participant and any "group" (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Participant is a member), is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 35 percent or more of either (i) the combined voting power of the Company’s then outstanding securities or (ii) the then outstanding shares of common stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company); or

(b) any consolidation or merger of the Company resulting in the voting securities of the Company outstanding immediately prior to the consolidation or merger representing (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) less than 65 percent of the combined voting power of the securities of the surviving entity or its parent outstanding immediately after such consolidation or merger; or

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