June 2, 2016 Uses in Cash-Based Award Clause

Cash-Based Award from Stock Incentive Plan

Cash-Based Award. means an Award entitling the recipient to receive a cash-denominated payment. 1 As adjusted to reflect the series of merger and reorganization transactions (collectively, the CLNS Merger) contemplated by that certain Agreement and Plans of Merger, dated as of June 2, 2016, by and among NorthStar Asset Management Group Inc. (NSAM), Colony Capital, Inc., NorthStar Realty Finance Corp. and other signatories thereto, as amended from time to time, pursuant to which Colony NorthStar, Inc. survived the CLNS Merger and succeeded to the obligations of NSAM under the NorthStar Asset Management Group Inc. 2014 Omnibus Stock Incentive Plan (the NSAM Plan). The Colony NorthStar Inc. 2014 Omnibus Stock Incentive Plan, as adjusted, will govern future Awards to eligible recipients subsequent to the CLNS Merger. Awards granted under the NSAM Plan prior to the CLNS Merger will continue to be governed, to the extent applicable, by the terms of the NSAM Plan prior to the adjustments made herein.