0001193125-19-149540 Sample Contracts

TIME-BASED VESTING RESTRICTED STOCK AGREEMENT UNDER THE EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P.
Restricted Stock Agreement • May 16th, 2019 • Empire State Realty Trust, Inc. • Real estate investment trusts • Maryland

This RESTRICTED STOCK AGREEMENT (this “Agreement”), is entered into on (the “Grant Date”), by and between, Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and (“Grantee”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan (the “Plan”).

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TIME-BASED VESTING LTIP UNIT VESTING AGREEMENT UNDER THE EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P.
Vesting Agreement • May 16th, 2019 • Empire State Realty Trust, Inc. • Real estate investment trusts • Maryland

Pursuant to the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan (the “Plan”) and the Amended and Restated Agreement of Limited Partnership, dated as of October 1, 2013, as amended (the “Partnership Agreement”), of Empire State Realty OP, L.P., a Delaware limited partnership (the “Partnership”), Empire State Realty Trust, Inc., a Maryland corporation and the general partner of the Partnership (the “Company”), hereby grants to Grantee named above an other equity-based award (pursuant to Section 11 of the Plan, and referred to herein as an “Award”) in the form of, and by causing the Partnership to issue to Grantee named above, LTIP Units (as defined in the Partnership Agreement) 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 Partnership Agreement. If this LTIP Unit Vesting Agreement (this “Agreement”) is accepted prior t

PERFORMANCE-BASED VESTING LTIP UNIT VESTING AGREEMENT UNDER THE EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P.
Vesting Agreement • May 16th, 2019 • Empire State Realty Trust, Inc. • Real estate investment trusts • Maryland

Pursuant to the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan (the “Plan”) and the Amended and Restated Agreement of Limited Partnership, dated as of October 1, 2013, as amended (the “Partnership Agreement”), of Empire State Realty OP, L.P., a Delaware limited partnership (the “Partnership”), Empire State Realty Trust, Inc., a Maryland corporation and the general partner of the Partnership (the “Company”), hereby grants to Grantee named above an other equity-based award (pursuant to Section 11 of the Plan, and referred to herein as an “Award”) in the form of, and by causing the Partnership to issue to Grantee named above, LTIP Units (as defined in the Partnership Agreement) 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 Partnership Agreement. Thirty-three and one-third percent (33.33%) of the LTIP Units (rounded dow

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