Restricted Share Unit Award Agreement (2019)Full Document 

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THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”) is effective [] (the “Grant Date”) by and between STORE Capital Corporation, a Maryland corporation (the “Company”) and [] (the “Participant”).

Section 1. General. This Agreement and the restricted share units granted hereunder are subject in all respects to the terms and conditions of the STORE Capital Corporation 2015 Omnibus Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement without further definition shall have the same meanings given to such terms in the Plan.

Section 2. Grant of Restricted Share Units. The Company hereby awards to the Participant, as of the Grant Date, [] restricted share units (the “Performance Unit Award”). The Performance Unit Award has been granted pursuant to the Plan and subject to the terms and conditions of the Plan and this Agreement. The Performance Unit Award represents the right to receive the number of Shares set forth on Exhibit A, attached hereto, upon the vesting of the Performance Unit Award.

Section 3. Vesting.

(a) Earned Awards. The Performance Unit Award shall be eligible to vest based on the achievement of the performance criteria set forth on Exhibit A (the “Performance Criteria”), as measured over the period beginning on January 1, 2019 and ending on December 31, 2021 (the “Performance Period”). The portion of the Performance Unit Award, if any, for which the Performance Criteria have been achieved is referred to herein as the “Earned Award.” Subject to certification by the Committee pursuant to Section 3(b) below, shares shall be settled and delivered (provided that such delivery is otherwise in accordance with federal and state securities laws) with respect to the Earned Award as soon as practicable following vesting, but in no event later than March 15 of the calendar year following the calendar year in which vesting occurs (the date on which settlement occurs, the “Settlement Date”).

(b) Determination and Certification. At a meeting of the Committee occurring after the Committee has received the Company’s audited financial statements for the fiscal year ending with the end of the Performance Period, the Committee shall determine and certify in writing the level of achievement of the Performance Criteria described on Exhibit A and the resulting portion of the Performance Unit Award, if any, which is an Earned Award. The Company shall promptly notify the Participant of the determination by the Committee.

(c) Forfeiture of Unearned Units. Upon the Committee’s certification of the number of shares issuable in connection with such Earned Award, the Participant shall automatically forfeit to the Company without consideration the remaining portion of the Performance Unit Award that was not an Earned Award.

Section 4. Rights; Non‑Transferability. The Participant will not be entitled to any dividends or dividend equivalents paid on the Performance Unit Award or any voting rights unless and until the Performance Unit Award is vested and settled, at which time the Participant shall be entitled to an amount in cash (less applicable withholding) equal to the dividends that would have been paid had the portion of the Performance Unit Award, if any, which is an Earned Award been issued at the beginning of the Performance Period. The Performance Unit Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until all restrictions contained in this Agreement or in the Plan have been otherwise satisfied, terminated or expressly waived by the Company in writing.

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