Common use of Change in Control Calculation Clause in Contracts

Change in Control Calculation. In the event of a Change in Control prior to the end of the RTSR Measurement Period, then from 0% to 100% of the LTIP Units will be earned based on achievement of RTSR alone, measured as of the date of the Change in Control, with the Performance Levels as set forth in Section 3(a) of this Statement of Management Objectives, but the percentages of LTIP Units earned shall be: (a) Below Threshold, 0%; (b) Threshold, 20%; (c) Target, 40%; and (d) Maximum, 100%; with straight-line mathematical interpolation for RTSR earned at a level between such Performance Levels; and less the number of LTIP Units earned (if any) pursuant to Sections 3 and 4 of this Statement of Management Objectives as of any prior Absolute FFO Growth Measurement Date or RTSR Measurement Date. The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the property described below over the amount paid for such property. 1. The name, address and taxpayer identification number of the undersigned are: Name: ____________________________________ (the “Taxpayer”) Address: __________________________________ Social Security No./Taxpayer Identification No.: ____________________ Taxable Year: Calendar Year _____ 2. Description of property with respect to which the election is being made: The election is being made with respect to ______ LTIP Units (“LTIP Units”) in Curbline Properties LP (the “Partnership”). 3. The date on which the LTIP Units were transferred to the undersigned is _______________________ 4. Nature of restrictions to which the LTIP Units are subject: (a) With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the LTIP Units without the consent of the Partnership. (b) Up to 100% of the LTIP Units are subject to performance-based vesting at the end of the aggregate applicable performance period, subject to the degree of achievement regarding applicable performance measures, provided that the Taxpayer remains an employee of Curbline Properties Corp. (the “Company”) or at least one of its subsidiaries through such dates, subject to acceleration or continued vesting in certain specified circumstances. Unvested LTIP Units are subject to forfeiture in the event of failure to vest based on performance achievement and the passage of time and continued employment with the Company or its subsidiaries. 5. The fair market value at time of transfer of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit. The LTIP Units qualify as “profits interests” for federal income tax purposes as set forth in Revenue Procedure 93-27, 1993-2 C.B. 343. 6. The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit. 7. The amount to include in gross income is $0. The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed. Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The undersigned is the person performing the services in connection with which the property was transferred. Dated: _______________________ Name:_______________________ Signature of Taxpayer

Change in Control Calculation. In the event of a Change in Control prior to the end of the RTSR Measurement Period, then from 0% to 100% of the LTIP Units will be earned based on achievement of RTSR alone, measured as of the date of the Change in Control, with the Performance Levels as set forth in Section 3(a) of this Statement of Management Objectives, but the percentages of LTIP Units earned shall be: (a) Below Threshold, 0%; (b) Threshold, 2025%; (c) Target, 4050%; and (d) Maximum, 100%; with straight-line mathematical interpolation for RTSR earned at a level between such Performance Levels; and less the number of LTIP Units earned (if any) pursuant to Sections 3 and 4 of this Statement of Management Objectives as of any prior Absolute FFO Growth Measurement Date or RTSR Measurement Date. The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the property described below over the amount paid for such property. 1. The name, address and taxpayer identification number of the undersigned are: Name: ____________________________________ (the “Taxpayer”) Address: __________________________________ Social Security No./Taxpayer Identification No.: ____________________ Taxable Year: Calendar Year _____ 2. Description of property with respect to which the election is being made: The election is being made with respect to ______ LTIP Units (“LTIP Units”) in Curbline Properties LP (the “Partnership”). 3. The date on which the LTIP Units were transferred to the undersigned is _______________________ 4. Nature of restrictions to which the LTIP Units are subject: (a) With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the LTIP Units without the consent of the Partnership. (b) Up to 100% of the LTIP Units are subject to performance-based vesting at the end of the aggregate applicable performance period, subject to the degree of achievement regarding applicable performance measures, provided that the Taxpayer remains an employee of Curbline Properties Corp. (the “Company”) or at least one of its subsidiaries through such dates, subject to acceleration or continued vesting in certain specified circumstances. Unvested LTIP Units are subject to forfeiture in the event of failure to vest based on performance achievement and the passage of time and continued employment with the Company or its subsidiaries. 5. The fair market value at time of transfer of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit. The LTIP Units qualify as “profits interests” for federal income tax purposes as set forth in Revenue Procedure 93-27, 1993-2 C.B. 343. 6. The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit. 7. The amount to include in gross income is $0. The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed. Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The undersigned is the person performing the services in connection with which the property was transferred. Dated: _______________________ Name:: _______________________ Signature of Taxpayer