(b) Provided (i) you enter into, do not revoke, and comply with this Agreement,
(ii) continue to be employed by the Employing Entity until December 31, 2023, or such earlier date the Employing Entity terminated your employment without Cause, (iii) you reaffirm the terms of this Agreement by signing and returning
the Certificate attached hereto as Exhibit A after the Separation Date but no later than seven days after the Separation Date, and (iv) you do not materially breach or materially violate this Agreement, then:
(i) Severance Pay. The Employing Entity shall pay you a gross amount equal to $400,000, less applicable taxes and withholdings (the
Severance Amount). The Employing Entity shall pay you the Severance Amount in a single lump sum on the second payroll date immediately following the Certificate Effective Date (as defined in Exhibit A hereto).
(ii) 2023 Incentive Compensation. You will be eligible to receive incentive compensation for calendar year 2023 in such amounts, and
based on applicable personal and Company performance factors, as were previously determined by the Compensation Committee for calendar year 2023. Any such incentive compensation will be paid within 75 days following the end of the fiscal year, and
in any event at the same time and subject to the same conditions as employees who remain actively employed through the payment date.
(iii) Equity Rights. For purposes of the Equity Documents, your separation from employment with the Employing Entity will be a
Qualified Termination effective as of December 31, 2023. All of your unvested Award LTIP Units outstanding as of the Separation Date will be treated in accordance with the applicable Equity Documents; provided that (i) no Partial Service
Factor shall be applied to the Earned LTIP Unit Equivalent at the end of the applicable performance period with respect to the TSR Performance LTIP Unit Award Agreements and the Operational Performance LTIP Unit Award Agreements and (ii) any
continued vesting of Award LTIP Units pursuant to the applicable Equity Documents following the Separation Date shall be subject to Section 8(a) of this Agreement. For the avoidance of doubt, this Section 1(b)(iii) shall be deemed a
modification to each of the Equity Documents, with the exception of the Time-Based LTIP Unit Award Agreement dated January 4, 2021, pursuant to which the Award LTIP Units granted thereunder will either vest on December 31, 2023, or will
have vested or been forfeited pursuant to the terms of such agreement prior to such date.
(c) Tax Treatment. The Company shall
make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement it reasonably determines to be required. All payments under this Agreement shall be in amounts net of any such deductions or withholdings.
Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.
In consideration for, among other terms, the Severance Amount and other payments and benefits described in Section 1, to which you acknowledge you
would otherwise not be entitled, you voluntarily release and forever discharge each of the Easterly Entities and each of their respective direct and indirect subsidiaries, equityholders, affiliates, predecessors, successors, assigns, their
respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, managers, partners, employees, attorneys, accountants, insurers, representatives and agents of each of the foregoing in their official
and personal capacities (collectively referred to as the Releasees) generally from any and all causes of action, in law or equity, claims, demands, debts, damages and liabilities of every name and nature, known or unknown whether
arising under express or implied contract, public policy, tort, the common law or any federal, state or local statute, ordinance, regulation, constitutional provision or otherwise (Claims) that, as of the date when you sign this
Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims:
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