8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 11, 2014

Brixmor Property Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-36160	45-2433192
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

420 Lexington Avenue

New York, New York 10170

(Address of Principal Executive Offices) (Zip Code)

(212) 869-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 11, 2014, Brixmor OP GP LLC, as general partner (the “General Partner”) of Brixmor Operating Partnership LP (the “OP”), the operating partnership through which Brixmor Property Group Inc. (the “Company”) holds assets and conducts its operations, executed Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of the OP (as amended, the “Partnership Agreement”). The amendment effects changes to enable the OP to issue a new class of partnership interests, known as long-term incentive plan units (“LTIP Units”) pursuant to the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan (the “Equity Incentive Plan”) to certain officers and employees of the Company and its subsidiaries as an alternative type of award grant under the Equity Incentive Plan. LTIP Units are a class of partnership units that are intended to qualify as “profits interests” in the OP for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by the holder into common units of partnership interest in the OP (“OP common units”). LTIP Units initially will not have full parity, on a per unit basis, with OP common units with respect to ordinary and liquidating distributions. Upon the occurrence of specified events, LTIP Units can over time achieve full parity with OP common units, at which time vested LTIP Units may be converted into OP common units on a one-for-one basis. Holders of OP common units (other than the Company, BPG Subsidiary Inc. or the General Partner) may, in turn, redeem their OP common units for cash based upon the market value of an equivalent number of shares of the Company’s common stock or, at the General Partner’s election, exchange their OP common units for shares of the Company’s common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, unit distributions and reclassifications.

In connection with the foregoing, the provisions of the Partnership Agreement for allocating net income and net loss have been amended to provide that, upon a sale of all or substantially all of the assets of the OP, holders of LTIP Units will receive a priority allocation of income. The priority allocation will be made to the holders of LTIP Units until the capital account of each LTIP Unit equals the capital account of an OP common unit. In addition, the capital accounts of the LTIP Units will be increased in priority to the OP common units when the OP revalues its properties. After the capital account balances of the LTIP Units have been increased such that each LTIP Unit has a capital account balance equal to that of an OP common unit, allocations of net income and net loss are made on a per-unit basis. The effect of this change to the allocation provisions is to enable LTIP Units, which are issued with lower capital account balances than the OP common units, to participate in liquidating distributions of the OP on the same basis as OP common units, assuming there is sufficient profit to allocate to the LTIP Units.

The foregoing summary is qualified in its entirety by reference to Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 11, 2014, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved and authorized an increase to the base salaries of Messrs. Timothy Bruce (Executive Vice President, Leasing and Redevelopment), Steven F. Siegel (Executive Vice President, General Counsel & Secretary) and Dean Bernstein (Executive Vice President, Acquisitions and Dispositions). On the same date, the Board approved annual equity-based awards to these executives as well as to Messrs. Michael A. Carroll (Chief Executive Officer) and Michael V. Pappagallo (President and Chief Financial Officer) under the Company’s 2013 Omnibus Incentive Plan.

Increases to Base Salaries

On March 11, 2014, the Committee approved an increase to the annual base salaries of the following executive officers in the following amounts, which increases are effective as of January 1, 2014. Mr. Bruce’s salary was increased to $425,000, Mr. Siegel’s salary was increased to $450,000 and Mr. Bernstein’s salary was increased to $400,000.

Equity-Based Awards

On March 11, 2014, the Board approved the granting of equity-based awards in the form of restricted stock units (“RSUs”) granted under restricted stock unit agreements with the Company or, at the election of the executive, LTIP Units (as described in Item 1.01 above) granted under LTIP unit agreements with the Company and the OP or a combination of RSUs and LTIP Units in the allocation elected by such executive. The description of the LTIP Units in Item 1.01 above is incorporated by reference into this Item 5.02.

The aggregate number of RSUs, LTIP Units or combination thereof, assuming that the target level of performance is achieved (with the actual number of units to be earned based on the performance criteria described below) is 170,000 for Mr. Carroll, 100,000 for Mr. Pappagallo, 32,500 for Mr. Bruce, 45,000 for Mr. Siegel and 32,500 for Mr. Bernstein.

The RSUs and LTIP Units are subject to the same performance-based and service-based vesting and forfeiture conditions, which are described below.

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Vesting Conditions Applicable to RSUs and LTIP Units

The RSUs and LTIP Units (collectively, the “units”) are divided into three tranches, with each tranche subject to separate performance-based vesting conditions and service-based vesting conditions.

Under the terms of the award agreements, each executive can acheive a threshold, target, and maximum number of units in respect of each tranche. The number of units actually earned for each tranche is determined based on performance during a specified performance period, and the earned units are then further subject to time-based vesting conditions.

The number of units earned in respect of the first tranche is based on achievement of performance criteria at threshold, target, or maximum levels. The performance criteria are EBITDA per share (37.5% of such units) and adjusted funds from operations (“AFFO”) per share (37.5% of such units) and individual performance goals (25% of such units), in each case for the period beginning January 1, 2014 and ending December 31, 2014. The total number of units that are earned based on the EBITDA per share and AFFO per share targets is based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 150% for maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis. Following the calculation of the number of units earned (the date of such calculation for any tranche, the “calculation date”), 50% of the earned units become vested as of the calculation date, and the remaining 50% become vested on January 1, 2016, in each case subject to continued employment.

The performance criteria for the second tranche of units are EBITDA per share (37.5% of such units), AFFO per share (37.5% of such units) and individual performance goals (25% of such units), in each case for the period beginning January 1, 2014 and ending December 31, 2015. The total number of units that are earned based on the EBITDA per share and AFFO per share targets is based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 150% for maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis. For units that are earned, 50% become vested as of the calculation date for the second tranche, and the remaining 50% become vested on January 1, 2017, in each case subject to continued employment.

The performance criteria for the third tranche of units are an absolute total shareholder return (20% of such units), relative total shareholder return in relation to a peer index (60% of such units) and company-wide strategic objectives (20% of such units), in each case for the period beginning October 29, 2013 and ending December 31, 2016. The total number of units that are earned based on the absolute and relative total shareholder return are each based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 150% for maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis. For units that are earned, 50% become vested as of the calculation date for the third tranche, 25% become vested on January 1, 2018, and the remaining 25% become vested on January 1, 2019, in each case subject to continued employment.

In general, unvested units are forfeited after the final calculation date applicable to any award to the extent performance criteria do not result in the units becoming earned and as of any termination of employment. Upon a termination of employment by the company without cause, or a resignation by the executive that is as a result of good reason or a retirement (each as defined in the award agreements), a portion of the units will be eligible to become vested, based on actual performance through the date of termination (or target performance, in the case of company-wide strategic objectives or individual performance criteria) and subject to proration based on the number of days during the applicable performance period that the executive was employed.

Upon a change in control during any performance period, a portion of the units will become earned and vested based on actual performance through the date of termination (or target performance, in the case of company-wide strategic objectives or individual performance criteria).

Dividends on Units

Under the terms of the RSU award agreement, each earned RSU will accrue dividends with respect to the underlying shares of common stock. Accrued dividend amounts will be payable in cash as and when the underlying RSU vests and is settled.

Under the terms of the LTIP unit award agreement, 10% of the dividends declared on regular units will be payable on a current basis on LTIP Units before such units vest. In addition, after the end of each performance period applicable to a tranche with respect to the LTIP Units that become vested, the executive will also be deemed to have earned an additional number of LTIP Units with a value equal to the value of the other 90% of dividends issued during the performance period with respect to such vested LTIP Units. These additional LTIP Units would become vested as of the applicable calculation date.

Covenants and Clawback

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Under the award agreements, if the Company’s financial results are restated or are materially misstated due in whole or in part to intentional fraud or misconduct of an executive who receives RSUs or LTIP Units and the benefits provided under the award agreements would be less, based on the corrected financial results, by a vote of a majority of the independent directors of the Board, the Company may recover from the executive an amount equal to the after-tax proceeds received upon the sale or disposition of the equity award and any shares issued in respect thereof.

The foregoing descriptions of the RSUs and the LTIP Units are qualified in their entirety by the form of Restricted Stock Unit Agreement and the form of LTIP Unit Agreement attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of March 11, 2014
10.2	Form of Restricted Stock Unit Agreement
10.3	Form of LTIP Unit Agreement

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BRIXMOR PROPERTY GROUP INC.
By:	/s/ Steven F. Siegel
Name:	Steven F. Siegel
Title:	Executive Vice President,
	General Counsel and Secretary

Date: March 14, 2014

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of March 11, 2014
10.2	Form of Restricted Stock Unit Agreement
10.3	Form of LTIP Unit Agreement

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EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 2 TO

THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BRIXMOR OPERATING PARTNERSHIP LP

a Delaware limited partnership

TABLE OF CONTENTS

	Page
ARTICLE 1 CREATION OF LTIP UNITS	2
ARTICLE 2 DEFINED TERMS	2
Section 2.1Definitions	2
Section 2.2Gross Asset Value	3
ARTICLE 3 DISTRIBUTIONS	4
Section 3.1Distributions upon Liquidation	4
ARTICLE 4 ALLOCATIONS	4
Section 4.1Allocations Generally	4
Section 4.2Regulatory Allocations	6
Section 4.3Liquidating Distributions	6
ARTICLE 5 Miscellaneous	7
Section 5.1Exhibits and Schedules	7
Section 5.2Ratification and Confirmation of the Partnership Agreement; No Other Changes	7
Section 5.3Counterparts	7
Section 5.4Effectiveness	7
Section 5.5Applicable Law	7
Exhibits List
Schedule ILTIP UNITS	I-1
Exhibit CNOTICE OF ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO PARTNERSHIP COMMON UNITS	C-1
Exhibit DNOTICE ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF LTIP UNITS INTO PARTNERSHIP COMMON UNITS	D-1

AMENDMENT NO. 2 TO

THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF BRIXMOR OPERATING PARTNERSHIP LP

This Amendment No. 2, dated as of March 11, 2014 (this “Amendment No. 2”), is made to that certain Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP (the “Partnership”), dated as of October 29, 2013 (as amended to the date hereof, the “Existing Partnership Agreement” and the Existing Partnership Agreement as amended by this Amendment and as it may be further amended from time to time, the “Partnership Agreement”), by and among Brixmor OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Partnership (the “General Partner”), and the Persons admitted to the Partnership and identified on the books and records of the Partnership as limited partners of the Partnership, in their respective capacities as limited partners of the Partnership (each, a “Limited Partner”).

WHEREAS, in accordance with Sections 4.2A and Section 4.4 of the Existing Partnership Agreement, the General Partner desires to cause the Partnership to create a new class of Partnership Units to be issued by the Partnership to employees and/or other service providers of Parent, the Special Limited Partner, the Partnership or its Subsidiaries pursuant to the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan (the “Plan”), with such designations, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption as are set forth in this Amendment;

WHEREAS, this Amendment, including Schedule I hereto shall be incorporated by reference in the Partnership Agreement;

WHEREAS, Section 7.3C(3) of the Existing Partnership Agreement permits the General Partner, without the consent of any Limited Partner or other Person, to amend the Existing Partnership Agreement as may be required to facilitate or implement the reflection of a change that does not adversely affect the Limited Partners in any material respect, and the General Partner has determined that this Amendment does not adversely affect the Limited Partners in any material respect;

WHEREAS, Section 7.3C(4) of the Existing Partnership Agreement permits the General Partner, without the consent of any Limited Partner or other Person, to amend the Existing Partnership Agreement as may be required to facilitate or implement the setting forth of the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of Holders of any additional Partnership Interests issued pursuant to Article 4, including as contemplated by Section 4.2A;

WHEREAS, Section 7.3C(8) of the Existing Partnership Agreement permits the General Partner, without the consent of any Limited Partner or other Person, to amend the Existing Partnership Agreement as may be required to facilitate or implement the reflection of the issuance of additional Partnership Interests in accordance with Section 4.2;

WHEREAS, Section 4.4A of the Existing Partnership Agreement permits the General Partner to adopt stock incentive plans for the benefit of employees, directors or other business associates of the General Partner, the Special Limited Partner, Parent, the Partnership or any of their Affiliates, and to implement such plans and any actions taken under such plans, and to adopt any amendments to the Existing Partnership Agreement that may become necessary or advisable in connection therewith, without the Consent or approval of the Limited Partners or any other Person, and the General Partner has determined that all the amendments to the Existing Partnership Agreement contained in this Amendment are necessary or advisable in connection with the adoption and implementation of the Plan; and

WHEREAS, Section 7.3C(9) of the Existing Partnership Agreement permits the General Partner, without the consent of any Limited Partner or any other Person, to amend the Existing Partnership Agreement as may be

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required to facilitate or implement the reflection of any modification to the Existing Partnership Agreement permitted by Section 4.4A or any other provision of the Existing Partnership Agreement that authorizes the General Partner to make amendments without the consent of any other Person;

WHEREAS, in accordance with Sections 4.2, 4.4, and 7.3C of the Existing Partnership Agreement, the General Partner is authorized to enter into this Amendment, and to issue the additional Partnership Units created hereby without the Consent of any Limited Partner or other Person.

NOW, THEREFORE, the General Partner hereby amends the Existing Partnership Agreement as follows:

ARTICLE 1

CREATION OF LTOP UNITS

Pursuant to Section 4.2A of the Existing Partnership Agreement, the General Partner hereby creates a new class of Partnership Interests designated “LTIP Units” and hereby adopts Schedule I attached hereto as the Partnership Unit Designation for such units.

ARTICLE 2

DEFINED TERMS

Section 2.1Definitions

Capitalized terms used but not defined herein shall have the definitions assigned to such terms in the Existing Partnership Agreement. Article I of the Existing Partnership Agreement is hereby amended by adding or amending and restating the following terms, as applicable, in alphabetical order:

“Book-Up Target” for an LTIP Unit shall mean (i) initially, the Common Unit Economic Balance as determined on the date such LTIP Unit was granted assuming the Gross Asset Values of the Partnership’s assets are adjusted pursuant to subsection (b) of the definition of Gross Asset Value at such time, and (ii) thereafter, as of any determination date, the remaining amount required to be allocated to such LTIP Unit for the Economic Capital Account Balance, to the extent attributable to such LTIP Unit, to be equal to the Common Unit Economic Balance as of such date. Notwithstanding the foregoing, the Book-Up Target shall be zero for any LTIP Unit for which the Economic Capital Account Balance attributable to such LTIP Unit has at any time reached an amount equal to the Common Unit Economic Balance determined as of such time.

“Common Unit Economic Balance” shall mean (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Article 6 to the Partnership Agreement, divided by (ii) the number of the General Partner’s Partnership Common Units.

“Economic Capital Account Balance” with respect to a Partner shall mean an amount equal to its Capital Account balance, plus the amount of its share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain.

“Eligible LTIP Unit” shall mean a LTIP Unit that has a Book-Up Target of zero (0).

“Liquidating Gains” shall mean any Net Income realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to Net Income realized in connection with an adjustment to the book value of Partnership assets under clause (b) of the definition of Gross Asset Value.

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“Liquidating Losses” shall mean any Net Loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to Net Loss realized in connection with an adjustment to the book value of Partnership assets under clause (b) of the definition of Gross Asset Value.

“LTIP Fraction” shall mean, with respect to an LTIP Unit that is issued, one (1) unless a fraction is specifically designated in the relevant Vesting Agreement or other documentation pursuant to which such LTIP Unit is granted as the LTIP Fraction for such LTIP Unit.

“LTIP Full Participation Date” shall mean, for an LTIP Unit that is issued, such date as is specified in the relevant Vesting Agreement or other documentation pursuant to which such LTIP Unit is granted as the LTIP Full Participation Date for such LTIP Unit or, if no such date is so specified, the date such LTIP Unit is vested in accordance with the terms of the relevant Vesting Agreement.

“LTIP Unit” shall mean a Partnership Unit which is designated as an LTIP Unit in the relevant Vesting Agreement or other documentation pursuant to which such LTIP Unit is granted or issued, having the rights, powers, privileges, restrictions, qualifications and limitations set forth in Schedule I hereto or in this Amendment in respect of the Holder, as well as the relevant Vesting Agreement or other documentation pursuant to which such LTIP Unit is granted or issued.

“LTIP Unit Limited Partner” shall mean any Person that holds LTIP Units or Partnership Common Units resulting from a conversion of LTIP Units.

“Operating Income” shall mean Net Income determined without taking into account any Liquidating Gains and Liquidating Losses.

“Operating Loss” shall mean Net Loss determined without taking into account any Liquidating Gains and Liquidating Losses.

“Percentage Interest” means, with respect to each Partner, the fraction, expressed as a percentage, the numerator of which is the aggregate number of Partnership Units of all classes and series held by such Partner and the denominator of which is the total number of Partnership Units of all classes and series held by all Partners; provided, however, that (x) to the extent applicable in context, the term “Percentage Interest” means, with respect to a Partner, the fraction, expressed as a percentage, the numerator of which is the aggregate number of Partnership Units of a specified class or series (or specified group of classes and/or series) held by such Partner and the denominator of which is the total number of Partnership Units of such specified class or series (or specified group of classes and/or series) held by all Partners and (y) prior to the earlier to occur of (A) the LTIP Full Participation Date of an LTIP Unit or (B) the date of conversion of an LTIP Unit into a Partnership Common Unit, each LTIP Unit shall be treated as a fraction of an LTIP Unit equal to the LTIP Fraction for that LTIP Unit for purposes of both the numerator and denominator. For the avoidance of doubt, from and after its applicable LTIP Full Participation Date, no LTIP Unit shall be treated as a fraction of an LTIP Unit for the purpose of the foregoing calculation, regardless of the Book-Up Target for such LTIP Unit.

“Unvested LTIP Units” shall have the meaning set forth in Section 1.2 of Schedule I hereto.

“Vested LTIP Units” shall have the meaning set forth in Section 1.2 of Schedule I hereto.

“Vesting Agreement” shall have the meaning set forth in Section 1.2 of Schedule I hereto.

Section 2.2    Gross Asset Value

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The definition of “Gross Asset Value” in the Existing Partnership Agreement is hereby amended by deleting the following words from clause (b)(iv) thereof: “by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of becoming a Partner of the Partnership”.

ARTICLE 3

DISTRIBUTIONS

Section 3.1Distributions upon Liquidation.

Section 5.4 of the Existing Partnership Agreement is hereby amended to read as follows:

“Section 5.4. Distributions upon Liquidation. Notwithstanding the other provisions of this Article 5, net proceeds from a Terminating Capital Transaction, and any other amounts distributed after the occurrence of a Liquidating Event, shall be distributed to the Holders in proportion to the Partnership Common Units and LTIP Units held by them; provided that (i) distributions to a Partner in respect of an LTIP Unit shall be limited to the Partner’s Economic Capital Account Balance attributable to such LTIP Unit as of the date of liquidation (and after taking into account any allocations pursuant to the liquidation) and (ii) amounts that otherwise would have been distributed to such LTIP Units shall be distributed to the Partners holding Partnership Common Units or LTIP Units in proportion to the Partnership Common Units and LTIP Units held by them (excluding for this purpose all LTIP Units that are not eligible to participate in any further distributions as a result of the foregoing clause (i) of this Section 5.4).”

ARTICLE 4

ALLOCATIONS

Section 4.1Allocations Generally.

Section 6.2 to the Existing Partnership Agreement is hereby amended and restated in its entirety to read as follows:

“Section 6.2Allocation of Net Income and Net Loss.

A.Net Income. Except as otherwise provided herein, Operating Income and Liquidating Gain of the Partnership for each fiscal year or other applicable period shall be allocated as follows:

(1)First, Operating Income and Liquidating Gain shall be allocated to the General Partner to the extent the cumulative Operating Loss and Liquidating Loss allocated to the General Partner under subparagraph B(2) below exceeds the cumulative Operating Income and Liquidating Gain allocated to the General Partner under this subparagraph A(1), provided that the allocation under this subparagraph shall first be made out of Operating Income to the extent of available Operating Income as of the time any allocation is being made, and thereafter to the extent of any available Liquidating Gain as of such time;

(2)(i)Next, Liquidating Gains shall first be allocated to the Partners holding LTIP Units until the Economic Capital Account Balances of such Partners, to the extent attributable to their ownership of LTIP Units, are equal to (1) the Common Unit Economic Balance, multiplied by (2) the number of their LTIP Units (with respect to each Partner holding LTIP Units, the “Target Balance”). For the avoidance of doubt, Liquidating Gains allocated with respect to an LTIP Unit pursuant to this subparagraph shall reduce (but not below zero) the Book-Up Target for such LTIP Unit. Any such allocations shall be made among the holders of LTIP Units in proportion to the aggregate amounts required to be allocated to each under this subparagraph.

(ii)    Liquidating Gain allocated to a Partner under this subparagraph will be attributed to specific LTIP Units of such Partner for purposes of determining (1) allocations under this Article VI, (2) the effect of the forfeiture or conversion of specific LTIP Units on such Partner’s Capital Account and (3) the

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ability of such Partner to convert specific LTIP Units into Partnership Common Units. Such Liquidating Gain will generally be attributed in the following order: (1) first, to Vested LTIP Units held for more than two years, (2) second, to Vested LTIP Units held for two years or less, (3) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to Parent, the Partnership, the General Partner or their Affiliates for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (4) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target.

(iii)    After giving effect to the special allocations set forth above, if, due to distributions with respect to Partnership Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any Partner attributable to such Partner’s LTIP Units exceeds the Target Balance, then Liquidating Losses shall be allocated to such Partner to eliminate the disparity; provided, however, that if Liquidating Losses are insufficient to completely eliminate all such disparities, such losses shall be allocated among LTIP Units in a manner reasonably determined by the General Partner.

(iv)    The parties agree that the intent of this subparagraph is (1) to the extent possible to make the liquidation value associated with each LTIP Unit the same as the liquidation value of a Partnership Common Unit, and (2) to allow conversion of a LTIP Unit (assuming it is a Vested LTIP Unit) when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to clause (i) above or Net Loss, Operating Loss and/or Liquidating Loss have been allocated to Partnership Common Units under subparagraph 6.2.B(1) so that either an LTIP Unit’s initial Book-Up Target has been reduced to zero or the parity described in subclause (1) above has been achieved. The General Partner shall be permitted to interpret this Section and to amend this Agreement to the extent necessary and consistent with this intention.

(v)    If a Partner forfeits any LTIP Units to which Liquidating Gain has previously been allocated under clause (i) above, (1) the portion of such Partner’s Capital Account attributable to such Liquidating Gain allocated to such forfeited LTIP Units will be re-allocated to that Partner’s remaining LTIP Units that were outstanding on the date of the initial allocation of such Liquidating Gain, using a methodology similar to that described in clause (ii) above as reasonably determined by the General Partner, to the extent necessary to cause such Partner’s Economic Capital Account Balance attributable to each such LTIP Unit to equal the Common Unit Economic Balance and (2) such Partner’s Capital Account will be reduced by the amount of any such Liquidating Gain not re-allocated pursuant to the foregoing subclause (1) above. Any such reductions in Capital Accounts pursuant to the foregoing subclause (2) shall be reallocated to the Partnership Common Units and LTIP Units pro rata, provided that the General Partner shall have the discretion to limit reallocations to LTIP Units in any manner the General Partner reasonably determines is necessary to prevent such LTIP Units from participating in Liquidating Gains realized prior to the issuance of such LTIP Units; and

(3)Thereafter, Operating Income to the holders of Partnership Common Units and LTIP Units pro rata in accordance with their Percentage Interests and any remaining Liquidating Gain after the special allocation provided in subparagraph 2 to the holders of Partnership Common Units and LTIP Units in proportion to the Partnership Common Units and LTIP Units held by such Partners.

B.Net Loss. Except as otherwise provided herein, Operating Loss and Liquidating Loss of the Partnership for each fiscal year or other applicable period shall be allocated as follows:

(1)Subject to the prior application of clause 6.2.A(2)(iii), first, Operating Loss shall be allocated with respect each Partnership Common Unit and LTIP Unit in proportion to and to the extent that Operating Income was allocated with respect to such Unit in previous periods in excess of the sum of Operating Loss allocated with respect to such Unit in previous periods and distributions made with respect to such Unit in all periods;

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(2)Next, Operating Loss shall be allocated to the holders of Partnership Common Units and Eligible LTIP Units in proportion to their respective Percentage Interests, and Liquidating Loss shall be allocated to the holders of Partnership Common Units and Eligible LTIP Units in proportion to the Partnership Common Units and Eligible LTIP Units held by such Partners; provided that the Net Loss allocated in respect of a Partnership Common Unit and LTIP Unit pursuant to this subparagraph 2 shall not exceed the maximum amount of Net Loss that could be allocated in respect of such Unit without causing a holder of such Unit to have an Adjusted Capital Account Deficit determined as if the holder held only that Unit, provided further that (A) in the event the first proviso of this subparagraph 2 applies to limit an allocation of Net Loss in respect of an LTIP Unit, the Net Loss allocable to the LTIP Unit shall first be made out of Operating Loss to the extent the cumulative Operating Income in excess of cumulative Operating Loss allocated to that LTIP Unit exceeds cumulative distributions in respect of that LTIP Unit, and any remaining allocation of Net Loss to that LTIP Unit shall be made proportionately out of Operating Loss and Liquidating Loss, and (B) in the event the first proviso of this subparagraph 2 applies to limit an allocation of Net Loss in respect of a Partnership Common Unit, the Net Loss allocable to the Partnership Common Unit shall be made proportionately out of Operating Loss and Liquidating Loss remaining after the allocation of Net Loss in respect of LTIP Units as provided in clause (A);

(3)Thereafter, Operating Loss and Liquidating Loss shall be allocated to the General Partner.”

Section 4.2    Regulatory Allocations

A.    Section 6.3 of the Existing Partnership Agreement is hereby amended as follows: subparagraph 6.3.A(vi) is hereby deleted; subparagraphs 6.3.A(v), (vii) and (viii) are hereby redesignated as subparagraphs 6.3.A(vii), (viii) and (ix), respectively, and the following new subparagraphs 6.3.A(v) and (vi) are hereby inserted immediately following subparagraph 6.3A(iv):

“(v)Special Allocation to LTIP Units. Items of gross income of the Partnership shall be specially allocated to a Partner in an amount necessary to eliminate any Adjusted Capital Account Deficit attributable to an LTIP Unit of such Partner. Any such allocations shall be made first from items of income constituting Operating Income or Operating Loss, and only thereafter from items of income constituting Liquidating Gains or Liquidating Losses. For purposes of determining the amount of gross income that must be specially allocated under this Section, the Partnership shall initially allocate all items amongst the Partners in accordance with the provisions of this Agreement, and only if a Partner has an Adjusted Capital Account Deficit after such initial allocation shall a special allocation be made pursuant to this Section and only in an amount equal to the excess gross income allocation needed to eliminate such Adjusted Capital Account Deficit taking into account the remaining Net Income that will be allocated to such Partner after applying the other provisions of this Article 6.

(vi)Special Allocation upon Conversion of LTIP Units. After the conversion of an LTIP Unit into a Partnership Common Unit (or fraction thereof), the Partnership will specially allocate Liquidating Gain and Liquidating Loss to the Partners until and in a manner that causes, as promptly as practicable, the portion of such Partner’s Economic Capital Account Balance attributable to the Partnership Common Unit (or fraction thereof) received upon conversion to equal the Common Unit Economic Balance (or in the case where a fractional Partnership Common Unit is received on conversion, the Common Unit Economic Balance multiplied by a fraction equal to the fraction of the Partnership Common Unit issued in the conversion).”

B.    Within subparagraph 6.3.A(ix), the reference to “Sections 6.3.A(i), (ii), (iii), (iv), (v), (vi) and (vii)” is hereby replaced with a reference to “Sections 6.3.A(i), (ii), (iii), (iv), (vii) and (viii)”.

Section 4.3    Liquidating Distributions.

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Section 13.2.A(4) of the Existing Partnership Agreement is hereby amended by replacing each occurrence of “Article 5” therein with “Section 5.4”.

ARTICLE 5

MISCELLANEOUS

Section 5.1Exhibits and Schedules

(A)Schedule I attached hereto is hereby added to the Existing Partnership Agreement as "Schedule I"

(B)Exhibits C and D attached hereto are hereby added to the Existing Partnership Agreement as "Exhibit C" and "Exhibit D" respectively.

Section 5.2    Ratification and Confirmation of the Partnership Agreement; No Other Changes.

Except as modified by this Amendment, the Existing Partnership Agreement is hereby ratified and confirmed in all respects. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provision of the Existing Partnership Agreement, other than as contemplated herein..

Section 5.3    Counterparts.

This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

Section 5.4    Effectiveness.

This Amendment shall be effective as of the date first written above. Except as hereby amended, the Existing Partnership Agreement shall remain in full force and effect.

Section 5.5    Applicable Law.

This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. In the event of a conflict between any provision of this Amendment and any non-mandatory provision of the LP Act, the provisions of this Amendment shall control and take precedence.

[Remainder of Page Left Blank Intentionally]

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

GENERAL PARTNER:

BRIXMOR OP GP LLC,

a Delaware limited liability company,

By: /s/ Steven F. Siegel

Name: Steven F. Siegel

Title: Executive Vice President

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SCHEDULE I

LTIP UNITS

1.1 Designation. A class of Partnership Units in the Partnership designated as “LTIP Units” is hereby established. LTIP Units are intended to qualify as “profits interests” in the Partnership. The number of LTIP Units that may be issued by the Partnership shall not be limited.

1.2 Vesting. LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of an award, vesting or other similar agreement (a “Vesting Agreement”). The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the terms of any stock incentive plan, including without limitation the Plan, pursuant to which the LTIP Units are issued, if applicable. LTIP Units that have vested and are no longer subject to forfeiture under the terms of a Vesting Agreement are referred to as “Vested LTIP Units;” all other LTIP Units are referred to as “Unvested LTIP Units.”

1.3 Forfeiture or Transfer of Unvested LTIP Units. Unless otherwise specified in the relevant Vesting Agreement, upon the occurrence of any event specified in a Vesting Agreement resulting in either the forfeiture of any LTIP Units or the repurchase thereof by the Partnership at a specified purchase price, then, upon the occurrence of the circumstances resulting in such forfeiture or repurchase by the Partnership, the relevant LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. Unless otherwise specified in the relevant Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited; provided that with respect to any distribution declared with a record date prior to the effective date of such forfeiture, such forfeited LTIP Units shall be included in calculating the applicable Holder’s Percentage Interest in accordance with Article 5 of the Partnership Agreement.

1.4 Legend. Any certificate evidencing an LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on transfer, including without limitation provisions set forth in the Vesting Agreement, apply to the LTIP Unit.

1.5 Adjustments. If an LTIP Unit Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain the same correspondence between Partnership Common Units and LTIP Units as existed prior to such LTIP Unit Adjustment Event. The following shall be “LTIP Unit Adjustment Events:” (A) the Partnership makes a distribution on all outstanding Partnership Common Units in Partnership Units, (B) the Partnership subdivides the outstanding Partnership Common Units into a greater number of Partnership Units or combines the outstanding Partnership Common Units into a smaller number of Partnership Units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding Partnership Common Units by way of a reclassification or recapitalization. If more than one LTIP Unit Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every LTIP Unit Adjustment Event as if all LTIP Unit Adjustment Events occurred simultaneously. If the Partnership takes an action affecting the Partnership Common Units other than actions specifically described above as LTIP Unit Adjustment Events and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the correspondence between Partnership Common Units and LTIP Units as it existed prior to such action, the General Partner shall make such adjustment to the LTIP Units, to the extent permitted by law and by the terms of any Vesting Agreement or stock incentive plan pursuant to which the LTIP Units have been issued, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances to maintain such correspondence. If an adjustment is made to the LTIP Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing such certificate, the Partnership shall mail or otherwise provide notice to each Holder of LTIP Units setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment.

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1.6 Right to Convert LTIP Units into Partnership Common Units.

(a) Subject to the expiration of any applicable LTIP Unit Restricted Period (as defined below), a Holder of LTIP Units shall have the right (the “LTIP Unit Conversion Right”), at his or her option, at any time to convert all or a portion of his or her Vested LTIP Units into a number (or fraction thereof) of fully paid and non-assessable Partnership Common Units, giving effect to all adjustments (if any) made pursuant to Section 1.5 of this Schedule I equal to the LTIP Conversion Factor (as defined below). No LTIP Units shall be convertible by the Holder thereof pursuant to this Section 1.6 of Schedule I prior to the expiration of a twenty-four month period (the “LTIP Unit Restricted Period”) ending on the day before the first twenty-four month anniversary of such Holder’s becoming a Holder of such LTIP Units; provided, however, that the General Partner may, in its sole and absolute discretion, shorten or lengthen the LTIP Unit Restricted Period applicable to any LTIP Units by written agreement with the Holder thereof to a period of shorter or longer than twenty-four (24) months, without the consent of any other Partner and such written agreement shall govern the LTIP Unit Restricted Period with respect to such LTIP Units notwithstanding anything otherwise to the contrary herein. Holders of LTIP Units shall not have the right to convert Unvested LTIP Units into Partnership Common Units until they become Vested LTIP Units; provided, however, that when a Holder of LTIP Units is notified of the expected occurrence of an event that will cause his or her Unvested LTIP Units to become Vested LTIP Units, and subject to the expiration of any applicable LTIP Unit Restricted Period, such Person may give the Partnership an LTIP Unit Conversion Notice conditioned upon and effective as of the time of vesting, and such LTIP Unit Conversion Notice, unless subsequently revoked by the Holder of the LTIP Units, shall be accepted by the Partnership subject to such condition. “LTIP Conversion Factor” shall mean the quotient of (i) the Economic Capital Account Balance attributable to the LTIP Unit being converted as of the date of conversion, divided by (ii) the Common Unit Economic Balance as of the date of conversion, provided that if the Economic Capital Account Balance attributable to an LTIP Unit has at any time reached an amount equal to the Common Unit Economic Balance determined as of such time, the LTIP Conversion Factor for such LTIP Unit shall be equal to one (1) (except to the extent of adjustments (if any) to the LTIP Conversion Factor made pursuant to Section 1.5 of this Schedule I).

(b) In order to exercise his or her LTIP Unit Conversion Right, a Holder of LTIP Units shall deliver a notice (an “LTIP Unit Conversion Notice”) in the form attached as Exhibit C hereto not less than 10 nor more than 60 days prior to a date (the “LTIP Unit Conversion Date”) specified in such LTIP Unit Conversion Notice. Each Holder of LTIP Units covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 1.6 shall be free and clear of all liens.

1.7 Forced Conversion by the Partnership into Partnership Common Units.

(a) The Partnership may cause LTIP Units to be converted (a “LTIP Unit Forced Conversion”) into Partnership Common Units at any time so long as the applicable Holder thereof receives in respect of each LTIP Unit so converted a number (or fraction thereof) of fully paid and non-assessable Partnership Common Units equal to the greater of (x) the LTIP Conversion Factor for such LTIP Unit (giving effect to all adjustments (if any) made pursuant to Section 1.5 of this Schedule I) and (y) one (1).

(b) In order to exercise its right to cause an LTIP Unit Forced Conversion, the Partnership shall deliver a notice (a “LTIP Unit Forced Conversion Notice”) in the form attached as Exhibit D hereto to the applicable Holder not less than 10 nor more than 60 days prior to the LTIP Unit Conversion Date specified in such LTIP Unit Forced Conversion Notice. A Forced LTIP Unit Conversion Notice shall be provided in the manner in which notices are generally to be provided in accordance with the Partnership Agreement. Each Holder of LTIP Units covenants and agrees with the Partnership that all LTIP Units to be converted pursuant to this Section 1.7 of this Schedule I shall be free and clear of all liens.

1.8 Conversion Procedures. Subject to any redemption of Partnership Common Units to be received upon the conversion of Vested LTIP Units pursuant to Section 1.11of this Schedule I, a conversion of Vested LTIP Units for which the Holder thereof has given an LTIP Unit Conversion Notice or for which the Partnership has given a LTIP

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Unit Forced Conversion Notice shall occur automatically after the close of business on the applicable LTIP Unit Conversion Date without any action on the part of such Holder of LTIP Units, as of which time such Holder of LTIP Units shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Partnership Common Units issuable upon such conversion. After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such Holder of LTIP Units, upon his or her written request, a certificate certifying the number of Partnership Common Units and remaining LTIP Units, if any, held by such Person immediately after such conversion.

1.9 Treatment of Capital Account. For purposes of making future allocations under the Partnership Agreement, reference to a Partner’s portion of its Economic Capital Account Balance attributable to his or her LTIP Units shall exclude, after the date of conversion of any of its LTIP Units, the portion of such Partner’s Economic Capital Account Balance attributable to the converted LTIP Units.

1.10 Mandatory Conversion in Connection with a Capital Transaction.

(a) If the Partnership, the General Partner, the Special Limited Partner or Parent shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Partnership Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) as a result of which Partnership Common Units shall be exchanged for or converted into the right, or the Holders of Partnership Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (any such transaction being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the consummation of the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to any and all LTIP Units that have become Vested LTIP Units and the Book-Up Target of which is zero, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Common Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction).

(b) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Partnership Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder of the same number of Partnership Common Units, assuming such Holder of Partnership Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders of Partnership Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Partnership Common Units in connection with such Capital Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder of a Partnership Common Unit would receive if such Holder of Partnership Common Units failed to make such an election.

(c) Subject to the rights of the Partnership and the General Partner under the relevant Vesting Agreement and the terms of any stock incentive plan, including without limitation the Plan, under which

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LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.10, and (ii) in the event LTIP Units are not converted into Partnership Common Units in connection with the Capital Transaction (including pursuant to Section 1.10(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.13(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders of LTIP Units whose LTIP Units will not be converted into Partnership Common Units in connection with the Capital Transaction that, to the extent not incompatible with the interests of the Partnership Common Unitholders and the shareholders of the Special Limited Partner and/or Parent, (A) contains reasonable provisions designed to allow such Holders to subsequently convert, redeem or exchange their LTIP Units, if and when eligible for conversion, redemption or exchange into securities as comparable as reasonably possible under the circumstances to the Partnership Common Units, and (B) preserves as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights of such Holders.

1.11 Redemption Right of LTIP Unit Limited Partners.

(a) LTIP Units will not be redeemable at the option of the Partnership; provided, however, that the foregoing shall not prohibit the Partnership (i) from repurchasing LTIP Units from the Holder thereof if and to the extent that such Holder agrees to sell such LTIP Units or (ii) from exercising the right to cause a LTIP Unit Forced Conversion. For the avoidance of doubt, with respect to any Partnership Common Units received by a LTIP Unit Limited Partner upon conversion of LTIP Units, including a LTIP Unit Forced Conversion, the Partnership shall have the right to redeem such Partnership Common Units in accordance with Section 8.6 of the Partnership Agreement.

(b) Except as otherwise set forth in the relevant Vesting Agreement or other separate agreement entered into between the Partnership and a LTIP Unit Limited Partner, and subject to the terms and conditions set forth herein or in the Partnership Agreement, on or at any time after the applicable LTIP Unit Conversion Date each LTIP Unit Limited Partner will have the same right (and subject to the same terms and conditions and to be effected in the same manner) to require the Partnership to redeem all or a portion of the Partnership Common Units into which such LTIP Unit Limited Partner’s LTIP Units were converted as the other Holders of Partnership Common Units in accordance with Article 15 of the Partnership Agreement.

(c) Notwithstanding anything herein to the contrary (but subject to Section 1.6of this Schedule I), a Holder of LTIP Units may deliver a Notice of Redemption in accordance with Article 15 of the Partnership Agreement relating to Partnership Common Units that will be issued to such Holder upon conversion of LTIP Units into Partnership Common Units pursuant to Section 1.6of this Schedule I in advance of the LTIP Unit Conversion Date; provided, however, that the redemption of such Partnership Common Units by the Partnership shall in no event take place until the LTIP Unit Conversion Date. For clarity, it is noted that the objective of this Section 1.11(c) is to put a Holder of LTIP Units in a position where, if such Holder wishes, the Partnership Common Units into which such Holder’s Vested LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion, with the further consequence that, if the General Partner elects to require the Special Limited Partner to assume the Partnership’s redemption obligation with respect to such Partnership Common Units by delivering to such Holder Parent Shares rather than cash, then such Holder can have such Parent Shares issued to him or her simultaneously with the conversion of his or her Vested LTIP Units into Partnership Common Units. The General Partner shall cooperate with a Holder of LTIP Units to coordinate the timing of the different events described in the foregoing sentence.

1.12 Voting Rights. Except as expressly provided in Section 1.13of this Schedule I, Holders of LTIP Units shall not have the right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership, or any other matter that a limited partner might

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otherwise have the ability to vote on or consent with respect to under the Partnership Agreement, the Act, at law, in equity or otherwise.

1.13 Special Approval Rights. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions and qualifications: (i) no separate consent of the Holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Partnership Common Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Special Limited Partner, Parent or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of an LTIP Unit (and the Holder of such LTIP Unit will not be entitled to any vote or consent with respect to such merger, consolidation or other business combination or reorganization in respect of such LTIP Unit) so long as either: (w) such LTIP Unit is converted immediately prior to the effectiveness of the transaction into a number (or fraction thereof) of fully paid and non-assessable Partnership Common Units equal to the greater of (i) the LTIP Conversion Factor for such LTIP Unit (giving effect to all adjustments (if any) made pursuant to Section 1.5 of this Schedule I) and (ii) one (1) (which Partnership Common Units, for the avoidance of doubt, may be unvested to the extent the LTIP Unit so converted is not a Vested LTIP Unit); (x) the Holder of such LTIP Unit either will receive, or will have the right to elect to receive, in respect of such LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a Partnership Common Unit (or fraction of a Partnership Common Unit, as applicable under the terms of such LTIP Unit) immediately prior to the transaction; (y) such LTIP Unit remains outstanding with its terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, such LTIP Unit is exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as such LTIP Unit; (iii) any creation or issuance of Partnership Interests (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the Holders of Partnership Common Units or (y) is authorized by the Holders of Partnership Common Units shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership or the General Partner of restrictions or limitations applicable to any outstanding LTIP Units with respect to any Holder or Holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other Holders. For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding LTIP Units with respect to any Holder or Holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Holders of LTIP Units, whether or not such Holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.

1.15 Limited Partners’ Rights to Transfer. Subject to the terms of the relevant Vesting Agreement or other document pursuant to which LTIP Units are granted and except in connection with the exercise of its right of redemption pursuant to Section 1.11 of this Schedule I, a Holder of LTIP Units may not transfer all or any portion of his or her LTIP Units, except, in the case of Vested LTIP Units, to the extent, and subject to the same restrictions, that a Holder of Partnership Common Units is entitled to transfer Partnership Common Units pursuant to Section 11.3 of the Partnership Agreement.

1.16 Allocations and Distributions.

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(a) All distributions shall be made to Holders of LTIP Units in accordance with the provisions of Article 5 of the Partnership Agreement.

(b) All allocations, including allocations of Net Income and Net Loss of the Partnership, special allocations and allocations upon final liquidation, shall be made to Holders of LTIP Units in accordance with Article 6 of the Partnership Agreement.

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EXHIBIT C

NOTICE OF ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO PARTNERSHIP COMMON UNITS

The undersigned holder of LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in Brixmor Operating Partnership LP (the “Partnership”) set forth below into Partnership Common Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of October 29, 2013, as amended from time to time (the “ Agreement ”).

The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has, and at the closing of the conversion will have, good, marketable and unencumbered title to such LTIP Units, free and clear of the rights or interests of any other person or entity; (b) has, and at the closing of the conversion will have, the full right, power and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such conversion.

In accordance with the terms of the Agreement, the holder of LTIP Units being converted is obligated, in the event any state or local property transfer tax is payable as a result of such conversion, to assume and pay such transfer tax.

Name of Holder:

Number of LTIP Units to be Converted:

_________________________

(Signature of Holder: Sign Exact Name as Registered with Partnership)

_________________________

_________________________

(Address)

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EXHIBIT D

Notice of Election by Partnership to Force Conversion of LTIP Units into Partnership Common Units

Brixmor Operating Partnership LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Partnership Common Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of October 29, 2013, as amended from time to time (the “ Agreement ”).

To the extent that LTIP Units held by the holder are not free and clear of all liens, claims and encumbrances, or should any such liens, claims and/or encumbrances exist or arise with respect to such LTIP Units, the Partnership Common Units into which such LTIP Units are converted shall continue to be subject thereto.

In accordance with the terms of the Agreement, the holder of LTIP Units being converted is obligated, in the event any state or local property transfer tax is payable as a result of such conversion, to assume and pay such transfer tax.

Name of Holder:

Number of LTIP Units to be Converted:

Conversion Date:

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EX-10.2

Exhibit 10.2

BRIXMOR PROPERTY GROUP INC.

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the Effective Date set forth in the Award Certificate (the “Award Certificate”) is made by and between Brixmor Property Group Inc. (together with its Subsidiaries, the “Company”) and the Participant. The Award Certificate is included with and made part of this Agreement. In this Agreement and each Award Certificate, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan, except as herein defined.

1.Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a)“Achievement Percentage” means the “Percentage of Award Earned” specified with respect to the threshold, target, and maximum levels for each Performance Component on the Award Certificate, or a percentage determined using linear interpolation if actual performance falls between threshold and target, or between target and maximum levels. In the event that actual performance does not meet the threshold level for any Performance Component, the “Achievement Percentage” with respect to such Performance Component shall be zero.

(b)“AFFO” means adjusted funds from operations, as reported in the Company’s supplemental disclosure for any fiscal quarter.

(c)“AFFO Per Share” means the per share amount obtained by dividing AFFO by Fully Diluted Shares.

(d)“Award” means a Tranche 1 Award, a Tranche 2 Award or a Tranche 3 Award, each as set forth on the Award Certificate.

(e)“Award Certificate” means the certificate attached to this Agreement specifying the Effective Date, the Tranche 1 Award, the Tranche 2 Award, the Tranche 3 Award, and the applicable Performance Periods and Performance Components for each Award.

(f)“Board” means the Board of Directors of Brixmor Property Group Inc.

(g)“Brixmor TSR” means the compound annual growth rate, expressed as a percentage and rounded to the nearest one decimal point, in the value of a share of Common Stock due to stock appreciation and dividends, assuming dividends are reinvested in Common Stock as and when paid, during the applicable Performance Period. For this purpose, the “Beginning Stock Price” means $20 per share of Common Stock and the “Ending Stock Price” means the closing sales price of the Company’s Common Stock on the last day of the applicable Performance Period.

(h)“EBITDA” means earnings before interest, taxes, and amortization, as reported in the Company’s supplemental disclosure for any fiscal quarter.

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(i)“EBITDA Per Share” means the per share amount obtained by dividing EBITDA by Fully Diluted Shares.

(j)“Effective Date” means the Effective Date set forth in the Award Certificate.

(k)“Fully Diluted Shares” means the fully diluted share count of the Company, as reported in the Company’s supplemental disclosure for any fiscal quarter.

(l) “Participant” means the Eligible Person whose name is set forth in the Award Certificate.

(m)“Performance Components” means the performance criteria applicable to an Award, as set forth on the Award Certificate.

(n)“Performance Period” means the applicable performance period specified in the Award Certificate.

(o)“Plan” means the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan.

(p)“Qualifying Termination” means a termination of Participant’s employment (w) by the Company without Cause or while Participant has a Disability (as defined in the Plan), (x) if the Participant’s written employment agreement with the Company (or any affiliate) includes a definition of “good reason” or “constructive termination,” by the Participant for “good reason” or “constructive termination” (as defined in such written employment agreement) (y) which is a Retirement, or (z) resulting from the Participant’s death. Notwithstanding the definition of Cause as set forth in the Plan, for purposes of this Agreement, the termination of a Participant’s employment by the Company for poor performance (as determined in the sole judgment of a majority of the management committee) shall constitute a termination by the Company for Cause.

(q)“Relative US Shopping Center Index TSR” means the comparison of the Brixmor TSR to the Shopping Center Index TSR.

(r)“Relative Weighting” means, in respect of any Performance Component, the “Relative Weighting” set forth for such Performance Component on the Award Certificate.

(s)“Retirement” means the Participant’s Termination of Employment with the Company, other than for Cause, following the date on which (i) the sum of the following equals or exceeds 65 years: (A) the number of years of the Participant’s employment and other business relationships with the Company and any predecessor company, and (B) the Participant’s age on the date of termination, (ii) the Participant attained the age of 55 years old, and (iii) the number of years of the Participant’s employment and other business relationships with the Company and any predecessor company is at least five (5).

(t)“RSU” or “Restricted Stock Unit” means a restricted stock unit granted hereunder pursuant to the Plan.

(u)“Shopping Center Index TSR” means the compound annual growth rate, rounded to the nearest decimal point, in the value of the FTSE NAREIT US Shopping Centers Index during

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the applicable Performance Period. The Shopping Center Index TSR is obtained from information publicly reported by the National Association of Real Estate Investment Trusts.

(v)“Target Award Amount” means, in respect of any Award, the “Target Award Amount” set forth for such Award on the Award Certificate.

(w)“Termination Date” means the effective date of a Termination of Employment for any reason.

(x)“Termination of Employment” means a “separation from service” of the Participant from the Company, as defined under Section 409A.

2.Range of RSUs under Awards; Calculation of RSUs; Settlement of RSUs

(a)Grant of Award Ranges. The Company grants to the Participant the opportunity to earn a number of RSUs under each of the Tranche 1 Award, Tranche 2 Award, and Tranche 3 Award equal to the ranges set forth in the Award Certificate for each Award (with a threshold, target, and maximum number of RSUs for each Award). The actual number of RSUs earned under the Award shall be determined pursuant to Section 2(b) and, further, the RSUs shall be subject to the satisfaction of the service vesting conditions set forth in the Award Certificate and herein.

(b)Calculation of Number of Earned RSUs. Following the last day of the Performance Period applicable to an Award (the “Determination Date”), subject to the Participant’s continued employment through the last day of the Performance Period:

(i)The total number of RSUs earned and issuable under the Award shall be calculated by the Committee with respect to each Performance Component under the Award. For each Performance Component, the total number of RSUs earned and issuable shall be equal to the product of (x) the Target Award Amount for such Performance Component, multiplied by (y) the Relative Weighting for such Performance Component, multiplied by (z) the Achievement Percentage for such Performance Component. In the event that the Company’s actual performance does not meet the threshold level for a Performance Component, no RSUs shall be earned in respect of that Performance Component.

(ii)The foregoing calculation shall be made no later than 90 days following the Determination Date (or as soon thereafter as reasonably practicable), at which time the Company shall notify the Participant of the total number of RSUs earned and issuable under each Award (rounded down to the nearest whole RSU).

(c)Vesting. Subject to Section 3, the RSUs earned under each Award shall become vested as follows, subject to the Participant’s continued employment with the Company through the applicable date(s) (each, a “Vesting Date”):

(i)the RSUs earned in respect of the Tranche 1 Award, if any, shall become vested with respect to 50% of such RSUs on the applicable Determination Date, and with respect to the remaining RSUs on January 1, 2016;

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(ii)the RSUs earned in respect of the Tranche 2 Award, if any, shall become vested with respect to 50% of such RSUs on the applicable Determination Date, and with respect to the remaining RSUs on January 1, 2017; and

(iii)the RSUs earned in respect of the Tranche 3 Award, if any, shall become vested with respect to 50% of such RSUs on the applicable Determination Date, and with respect to an additional 25% of such RSUs on each of January 1, 2018 and January 1, 2019.

(d)Issuance of Common Stock.

(i)Settlement of RSUs. Shares underlying an earned RSU which become vested in accordance with Section 2(c) or Section 3 shall be transferred to the Participant as soon as administratively practicable following the applicable Vesting Date, but in no event earlier than January 1 of the year in which the Vesting Date occurs or later than March 15 of the year following the year in which such Vesting Date occurs. No shares of Common Stock shall be issued to the Participant in respect of an earned RSU prior to the applicable Vesting Date. After an earned RSU vests, the Company shall promptly cause to be registered in Participant’s name or in the name of the executor or personal representative of the Participant’s estate, as the case may be, one share of Common Stock in payment for each such earned RSU. For purposes of this Agreement, the date on which vested RSUs are converted into Common Stock shall be referred to as the “Settlement Date.”

(ii)Fractional RSUs. In the event the Participant is vested in a fractional portion of an earned RSU, such portion shall be rounded down to the nearest whole number.

3.Effects of Certain Events

(a)General. Subject to Section 3(b), in the event that the Participant’s employment with the Company is terminated, any unvested RSUs shall be forfeited automatically and without further action.

(b)Qualifying Termination. Notwithstanding the foregoing:

(i)In the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period applicable to an Award (and any associated Dividend Equivalent Amount), a portion of the RSUs which may be earned under the Award will become earned, with the actual number of earned RSUs determined as follows:

(A)with respect to Tranches 1 and 2, based on actual performance through the most recently completed fiscal quarter measured against the Performance Components as pro-rated based on the number of fiscal quarters completed prior to the Termination Date relative to the total number of fiscal quarters in the Performance Period; and

(B)with respect to Tranche 3, based on actual performance through the Termination Date measured against the Performance Components based on actual performance through the Termination Date;

provided, that any performance criteria based on the achievement of company-wide strategic objectives or satisfaction of individual performance criteria shall be deemed

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achieved or satisfied at target level (as applicable); and

(ii)The number of earned RSUs calculated in accordance with Section 3(b)(i) which become vested (and any associated Dividend Equivalent Amount) will be pro-rated based on the number of days in the applicable Performance Period completed prior to the Termination Date, and such pro-rated number of earned RSUs under the Award shall be deemed vested in full and settled pursuant to Section 2(d), with the “Vesting Date” meaning the Termination Date.

(iii)In the event of the Participant’s Qualifying Termination after the completion of the Performance Period applicable to an Award, but prior to the last Vesting Date applicable to the earned RSUs granted under such Award, all such earned RSUs shall become vested as of the Termination Date. In such case, the number of earned RSUs (and any associated Dividend Equivalent Amount) under the Award shall be deemed vested in full and settled pursuant to Section 2(d), with the “Vesting Date” meaning the Termination Date.

(iv)The levels of achievement with respect to any Performance Components shall be adjusted from time to time by the Committee as it deems equitable and necessary in light of acquisitions, dispositions and other transactions or extraordinary or one time events that impact the Company’s operations.

(c)Termination for Cause. In the event of the Participant’s termination of employment for Cause, then the Award, the RSUs (whether or not earned or vested) (and any associated Dividend Equivalent Amount) and any shares underlying RSUs that have not yet been transferred to the Participant shall be automatically forfeited as of the Termination Date.

(d)Change in Control. Notwithstanding the foregoing:

(i)In the event of a Change in Control during the Participant’s employment and prior to the completion of the Performance Period applicable to an Award, a portion of the RSUs which may be earned under the Award will become earned, with the actual number of earned RSUs determined

(A)with respect to Tranches 1 and 2, based on actual performance through the most recently completed fiscal quarter measured against the Performance Components as pro-rated based on the number of fiscal quarters completed prior to the date of such Change in Control relative to the total number of fiscal quarters in the Performance Period, and

(B)with respect to Tranche 3, based on actual performance through the date of such Change in Control, measured against the Performance Criteria based on actual performance through the date of such Change in Control;

provided, that any performance criteria based on the achievement of company-wide strategic objectives or satisfaction of individual performance criteria shall be deemed achieved or satisfied at target level (as applicable)

(ii)In the event of a Change in Control during the Participant’s employment and prior to a Vesting Date, all earned RSUs shall become vested as of the date of such Change in Control and settled pursuant to Section 2(d), with the “Vesting Date” meaning the date of the Change in Control.

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4.Dividend Equivalent Rights

(a)Each earned RSU shall have a Dividend Equivalent Right associated with it with respect to any cash dividends on Common Stock that have a record date after the Effective Date and prior to the applicable Settlement Date for such RSU (the total accrued dividends for each earned RSU, a “Dividend Equivalent Amount”). For the avoidance of doubt, no Dividend Equivalent Amount shall accrue in respect of an RSU which is not earned based on the achievement of Performance Components applicable to an Award.

(b)The Dividend Equivalent Amount shall be calculated by crediting a hypothetical bookkeeping account for the Participant with an amount equal to the amount of cash dividends that would have been paid on the dividend payment date with respect to the number of shares of Common Stock underlying the unsettled earned RSUs (or RSUs which become earned in accordance with this Agreement) if such shares had been outstanding on the dividend record date. The Participant’s Dividend Equivalent Amount shall not be credited with interest or earnings.

(c)Any Dividend Equivalent Amount: (i) shall be subject to the same terms and conditions applicable to the earned RSU to which the Dividend Equivalent Right relates, including, without limitation, the restrictions on transfer and the forfeiture conditions contained in the Agreement; (ii) shall vest and be settled upon the same terms and at the same time of settlement as the earned RSUs to which they relate; and (iii) will be denominated and payable solely in cash. The payment of Dividend Equivalent Rights will be net of all applicable withholding taxes pursuant to Section 5(g).

5.Miscellaneous

.

(a)Administration. The Committee shall administer the Award. At the end of the Performance Period applicable to any Award, the Committee shall calculate and approve the number of earned RSUs awarded to the Participant under such Award.

(b)Agreement Subject to Plan; Amendment. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Awards and RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. The terms of the Agreement and the Award Certificate may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate; provided, that any such amendment that would materially and adversely affect any right of the Participant shall not to that extent be effective without the consent of the Participant.

(c)Participant is Unsecured General Creditor. The Participant and the Participant’s heirs, successors, and assigns shall have no legal or equitable rights, interest, or claims in any specific property or assets of the Company. Assets of the Company shall not be held under any trust for the benefit of the Participant or the Participant’s heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under the Agreement or the Plan. Any and all of the Company’s assets shall be, and remain, the general unrestricted assets of the Company. The Company’s sole obligation under this Agreement and in

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respect of the Award shall be merely that of an unfunded and unsecured promise of the Company to pay the Participant in the future, subject to the conditions and provisions of the Agreement and the Plan.

(d)No Transferability; No Assignment. Neither the Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the Award or the RSUs. No part of the RSUs or the shares of Common Stock delivered in respect of any vested RSUs, and/or amounts payable under this Agreement shall, prior to actual settlement or payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, be transferable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

(e)No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Award hereunder (or RSUs issued in settlement of the Award) shall impose any obligation on the Company or any Affiliate to continue the employment of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein or in any written employment agreement between the Participant and the Company (or any affiliate).

(f)Limitation on Shareholder Rights. The Participant shall have no rights as a shareholder of the Company, no dividend rights (subject to Dividend Equivalent Rights as set forth in Section 4) and no voting rights with respect to the RSUs and any shares of Common Stock underlying or issuable in respect of such RSUs until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the shares of Common Stock, except for the Dividend Equivalent Rights as set forth in Section 4.

(g)Tax Withholding.

(i)Regardless of any action the Company takes with respect to any or all federal, state or local income tax, employment tax or other tax related items (“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs (and the Dividend Equivalent Rights associated therewith) is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of the shares of Common Stock, the subsequent sale of shares of Common Stock acquired at vesting and the receipt of any Dividend Equivalent Rights; and (B) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(ii)Prior to the relevant taxable event, the Participant shall pay or make adequate arrangements satisfactory to the Company, in its sole discretion, to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the

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Participant authorizes the Company, in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Participant with respect to the RSUs by withholding in shares of Common Stock otherwise issuable to the Participant, provided that the Company withholds only the amount of shares of Common Stock necessary to satisfy the minimum statutory withholding amount using the Fair Market Value of the shares of Common Stock on the Settlement Date. Participant shall pay to the Company any amount of Tax Related Items that the Company may be required to withhold as a result of the RSUs that are not satisfied by the previously described method. The Company may refuse to deliver the shares of Common Stock to the Participant if the Participant fails to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.

(h)Compensation Recovery Policy. The compensation under this Agreement shall be subject to being recovered under the Company’s compensation recovery policy, if any, or any similar policy that the Company may adopt from time to time. For avoidance of doubt, compensation recovery rights to shares of Common Stock issued under this Agreement shall extend to any proceeds realized by the Participant upon the sale or other transfer of such shares of Common Stock. Without limiting the generality of the foregoing, if in the opinion of the independent directors of the Board, (i) the Company’s financial results are restated or were materially misstated due in whole or in part to intentional fraud or misconduct by the Participant, and (ii) the payment or equity or equity-based award made or issued pursuant to this Agreement based on the corrected financial results would be less than the amount previously paid or issued, then by approval by a majority of the independent directors of the Board, the Board may based upon the facts and circumstances surrounding the restatement, direct that the Company recover all or a portion of any payment or equity or equity-based award made or issued pursuant to this Agreement, and the Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days’ of the Company’s request to Participant therefore, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of the RSUs and any shares of Common Stock issued in respect of such RSUs over (ii) the aggregate Cost of such shares (if any). For purposes of this Agreement, “Cost” means, in respect of any share of Common Stock, the amount paid by Participant for such share, as proportionately adjusted for all subsequent distributions.

(i)Section 409A Compliance. The Award and the shares of Common Stock and amounts payable under this Agreement are intended to comply with the requirements of Section 409A so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participants. The Agreement shall be administered and interpreted to the extent possible in a manner consistent with that intent. Notwithstanding the terms of Section 2 or Section 3, if a Participant is a “specified employee” within the meaning of Section 409A, no payments in respect of any Award or RSU that is “deferred compensation” subject to Section 409A and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection

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with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A.

(j)Section 280G of the Code. In the event that the accelerated vesting of the RSUs or the amounts payable under this Agreement, together with all other payments and the value of any benefit received or to be received by the Participant, would result in all or a portion of such payment being subject to excise tax under Section 4999 of the Code (the “Excise Tax”), then the Participant’s payment shall be either (a) the full payment or (b) such lesser amount that would result in no portion of the payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. Any such reduction shall be made by the Company in compliance with all applicable legal authority, including Section 409A. All determinations required to be made under this Section shall be made by the nationally recognized accounting firm which is the Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax, which firm must be reasonably acceptable to the Participant (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and the Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code).

(k)Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland applicable to contracts made and performed wholly within the State of Maryland, without giving effect to the conflict of laws provisions thereof. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of New York or the State of Maryland, and each of the Participant and the Company hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant and the Company hereby irrevocably waives (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of New York or the State of Maryland, (ii) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (iii) any right to a jury trial.

(l)Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

* * * * *

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BRIXMOR PROPERTY GROUP INC.

RESTRICTED STOCK UNIT AGREEMENT

AWARD CERTIFICATE

1. Brixmor Property Group Inc., a Maryland corporation (together with its Subsidiaries, the “Company”), and the Participant who is signatory hereto, hereby agree to the terms of this Award Certificate and the Brixmor Property Group Inc. Restricted Stock Unit Agreement (the “Agreement”) to which it is attached. All capitalized terms used in this Award Certificate and not defined herein shall have the meanings assigned to them in the Company’s 2013 Omnibus Incentive Plan (the “Plan”) or the Agreement.

2. Subject to the terms of this Award Certificate, the Agreement, and the Plan, the Company hereby grants to the Participant as of the Effective Date, the Tranche 1 Award, Tranche 2 Award, and Tranche 3 Award on the terms set forth below:

Participant:	[__]
Effective Date:	[ ]
Total Target RSU Award Amount:

Tranche 1 Award

Award Range

· Threshold Award Amount: [__] RSUs

· Target Award Amount: [__] RSUs

· Maximum Award Amount: [__] RSUs

Performance Period: January 1, 2014 through December 31, 2014

Performance Components

· EBITDA Per Share Target (Relative Weighting: 37.50%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold	$	50%
Target	$	100%
Maximum	$	150%

· AFFO (Adjusted Funds from Operations) Per Share Target (Relative Weighting: 37.50%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold	$	50%
Target	$	100%
Maximum	$	150%

· Achievement of Individual Performance Goals (Relative Weighting: 25%)

Tranche 2 Award

Award Range

· Threshold Award Amount: [__] RSUs

· Target Award Amount: [__] RSUs

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· Maximum Award Amount: [__] RSUs

Performance Period: January 1, 2014 through December 31, 2015

Performance Components

· Cumulative EBITDA Per ShareTarget (Relative Weighting: 37.50%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold	$	50%
Target	$	100%
Maximum	$	150%

· Cumulative AFFO (Adjusted Funds from Operations) Per Share Target (Relative Weighting: 37.50%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold	$	50%
Target	$	100%
Maximum	$	150%

· Achievement of Individual Performance Goals (Relative Weighting: 25%)

Tranche 3 Award

Award Range

· Threshold Award Amount: [__] RSUs

· Target Award Amount: [__] RSUs

· Maximum Award Amount: [__] RSUs

Performance Period: October 29, 2013 through December 31, 2016

Performance Components:

· Relative US Shopping Center Index TSR: (Relative Weighting: 60%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold		50%
Target		100%
Maximum		150%

· Brixmor TSR (Relative Weighting: 20%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold		50%
Target		100%
Maximum		150%

· Company-Wide Strategic Objectives (Relative Weighting: 20%)

o __

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3. The Award and any RSUs which may be earned under the Award are subject to the terms and conditions set forth in this Award Certificate, the Plan and the Agreement. All terms and provisions of the Plan and the Agreement, as the same may be amended from time to time, are incorporated and made part of this Award Certificate. If any provision of this Award Certificate is in conflict with the terms of the Plan or the Agreement, then the terms of the Plan or the Agreement, as applicable, shall govern. The Participant hereby expressly acknowledges receipt of a copy of the Plan and the Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first above written.

BRIXMOR PROPERTY GROUP INC. By: ___________________________________  Name:  Title: Authorized Signatory PARTICIPANT ___________________________________ Name:

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EX-10.3

Exhibit 10.3

BRIXMOR OPERATING PARTNERSHIP LP

LTIP UNIT AGREEMENT

THIS LTIP UNIT AGREEMENT (this “Agreement”) dated as of the Effective Date set forth in the Award Certificate (the “Award Certificate”) is made by and between Brixmor Operating Partnership LP (the “Partnership”) and Brixmor Property Group Inc. (together with its Subsidiaries, the “Company”), and the Participant. The Award Certificate is included with and made part of this Agreement. In this Agreement and each Award Certificate, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan, except as herein defined.

1.Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a)“Achievement Percentage” means the “Percentage of Award Earned” specified with respect to the threshold, target, and maximum levels for each Performance Component on the Award Certificate, or a percentage determined using linear interpolation if actual performance falls between threshold and target, or between target and maximum levels. In the event that actual performance does not meet the threshold level for any Performance Component, the “Achievement Percentage” with respect to such Performance Component shall be zero.

(b)“AFFO” means adjusted funds from operations, as reported in the Company’s supplemental disclosure for any fiscal quarter.

(c) “AFFO Per Share” means the per share amount obtained by dividing AFFO by Fully Diluted Shares.

(d)“Award” means a Tranche 1 Award, a Tranche 2 Award or a Tranche 3 Award, each as set forth on the Award Certificate.

(e)“Award Certificate” means the certificate attached to this Agreement specifying the Effective Date, the Tranche 1 Award, the Tranche 2 Award, the Tranche 3 Award, and the applicable Performance Periods and Performance Components for each Award.

(f)“Board” means the Board of Directors of Brixmor Property Group Inc.

(g)“Brixmor TSR” means the compound annual growth rate, expressed as a percentage and rounded to the nearest one decimal point, in the value of a share of Common Stock due to stock appreciation and dividends, assuming dividends are reinvested in Common Stock as and when paid, during the applicable Performance Period. For this purpose, the “Beginning Stock Price” means $20 per share of Common Stock; and, the “Ending Stock Price” means the average of the closing sales price of the Company’s Common Stock on the NYSE for the ten (10) trading days immediately preceding and including the last day of a Performance Period (or such other period as the Committee may determine); provided, however, for purposes of the Relative US Shopping Center Index TSR Performance Component, the Ending Stock Price shall be the closing sales price of the Company’s Common Stock on the last day of the applicable Performance Period.

(h)“Distribution Payment” means, for any distribution declared and paid on one

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Partnership Common Unit, the amount of such distribution (excluding dividends and distributions paid in the form of additional shares of Common Stock and Partnership Common Units (as defined in the Partnership Agreement) unless adjustment is otherwise made pursuant to Section 13 of the Plan).

(i)“Earned Units” means, collectively, the Performance Earned Units and the Dividend Earned Units.

(j)“EBITDA” means earnings before interest, taxes, and amortization, as reported in the Company’s supplemental disclosure for any fiscal quarter.

(k)“EBITDA Per Share” means the per share amount obtained by dividing EBITDA by Fully Diluted Shares.

(l)“Effective Date” means the Effective Date set forth in the Award Certificate.

(m)“Ex-Dividend Common Share Price” means, as of the ex-dividend date with respect to a share of Common Stock, (i) the average of the high and low price of a share of Common Stock as reported by the primary exchange on which the Common Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported, or (ii) if the Common Stock is not listed on a national securities exchange, the amount determined by the Committee in good faith to be the Ex-Dividend Common Share Price of the Common Stock.

(n)“Fully Diluted Shares” means the fully diluted share count of the Company, as reported in the Company’s supplemental disclosure for any fiscal quarter.

(o)“LTIP Fraction” has the meaning set forth in the Partnership Agreement. For all purposes of the Partnership Agreement and this Agreement, the LTIP Fraction for each LTIP Unit granted hereunder shall be as set forth on the Award Certificate.

(p)“LTIP Unit” means an OP Unit of the Partnership granted hereunder pursuant to the Plan.

(q)“Participant” means the Eligible Person whose name is set forth in the Award Certificate.

(r)“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, as amended or supplemented from time to time.

(s)“Performance Components” means the performance criteria applicable to an Award, as set forth on the Award Certificate.

(t)“Performance Period” means the applicable performance period specified in the Award Certificate.

(u)“Plan” means the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan.

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(v)“Qualifying Termination” means a termination of Participant’s employment (w) by the Company without Cause or while Participant has a Disability (as defined in the Plan), (x) if the Participant’s written employment agreement with the Company (or any affiliate) includes a definition of “good reason” or “constructive termination,” by the Participant for “good reason” or “constructive termination” (as defined in such written employment agreement), (y) which is a Retirement, or (z) resulting from the Participant’s death. Notwithstanding the definition of Cause as set forth in the Plan, for purposes of this Agreement, the termination of a Participant’s employment by the Company for poor performance (as determined in the sole judgment of a majority of the management committee) shall constitute a termination by the Company for Cause.

(w)“Relative US Shopping Center Index TSR” means the comparison of the Brixmor TSR to the Shopping Center Index TSR.

(x)“Relative Weighting” means, in respect of any Performance Component, the “Relative Weighting” set forth for such Performance Component on the Award Certificate.

(y)“Retirement” means the Participant’s Termination of Employment with the Company, other than for Cause, following the date on which (i) the sum of the following equals or exceeds 65 years: (A) the number of years of the Participant’s employment and other business relationships with the Company and any predecessor company, and (B) the Participant’s age on the date of termination, (ii) the Participant attained the age of 55 years old, and (iii) the number of years of the Participant’s employment and other business relationships with the Company and any predecessor company is at least five (5).

(z) “Shopping Center Index TSR” means the compound annual growth rate, rounded to the nearest decimal point, in the value of the FTSE NAREIT US Shopping Centers Index during the applicable Performance Period. The Shopping Center Index TSR is obtained from information publicly reported by the National Association of Real Estate Investment Trusts.

(aa)“Target Award Amount” means, in respect of any Award, the “Target Award Amount” set forth for such Award on the Award Certificate.

(ab)“Termination Date” means the effective date of a Termination of Employment for any reason.

(ac)“Termination of Employment” means a “separation from service” of the Participant from the Company, as defined under Section 409A.

2.Range of LTIP Units under Awards; Calculation of LTIP Units

(a)Grant of Award Ranges. (i) The Partnership hereby grants to the Participant the opportunity to earn the number of LTIP Units set forth in the Award Certificate, including LTIP Units under each of the Tranche 1 Award, Tranche 2 Award, and Tranche 3 Award equal to the ranges set forth in the Award Certificate for each Award (with a threshold, target, and maximum number of LTIP Units for each Award). The actual number of LTIP Units earned under the Award shall be determined pursuant to Section 2(b) and, further, such earned LTIP Units shall be subject to the satisfaction of the service vesting conditions set forth herein. In addition, the Partnership hereby grants to the Participant the right to receive Dividend Earned Units attributable to such LTIP Units as provided for herein.

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(i)Admission to Partnership.

(A)The Participant shall be admitted as a limited partner of the Partnership in respect of the LTIP Units as of the Effective Date by signing and delivering to the Partnership a copy of this Agreement.

(B)Upon execution of this Agreement by the Participant, the Partnership and the Company, and the updating of the books and records of the Partnership to reflect the issuance to the Participant of the LTIP Units and the admission of the Participant as an LTIP Unit Limited Partner, the Partnership shall deliver to the Participant a certificate, letter or electronic documentation certifying the number of LTIP Units then issued to the Participant. Thereupon, the Participant shall have all the rights of an LTIP Unit Limited Partner of the Partnership with respect to the maximum number of LTIP Units which may be earned hereunder and the shares of Common Stock of the Company into which such earned LTIP Units may be converted in accordance with the Partnership Agreement.

(ii)Representations and Warranties. The Participant hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Effective Date, and the Participant shall immediately notify the Company and the Partnership upon discovering that any of the representations or warranties set forth on Exhibit A was false when made or have, as a result of changes in circumstances, become false.

(iii)Section 83(b) Election. Within 10 days after the Effective Date, the Participant shall provide the Partnership with a copy of a completed election under Section 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder in the forms of Exhibit B hereto. The Participant shall timely (within 30 days of the Effective Date) file (via certified mail, return receipt requested) such election with the Internal Revenue Service and shall thereafter notify the Partnership that the Participant has made such timely filings. The Participant should consult Participant’s tax advisor regarding the consequences of Section 83(b) elections, as well as the receipt, vesting, holding and sale of LTIP Units.

(b)Calculation of Number of Earned LTIP Units.

(i)Following the last day of the Performance Period applicable to an Award (a “Determination Date”), subject to the Participant’s continued employment through the last day of the Performance Period the total number of LTIP Units earned under each of the Tranche 1 Award, Tranche 2 Award, and Tranche 3 Award shall be calculated by the Committee with respect to each Performance Component under the Award. For each Performance Component, the total number of LTIP Units earned shall be equal to the product of (x) the Target Award Amount for such Performance Component, multiplied by (y) the Relative Weighting for such Performance Component, multiplied by (z) the Achievement Percentage for such Performance Component (the “Performance Earned Units”). In the event that the Company’s actual performance does not meet the threshold level for a Performance Component, no LTIP Units shall be earned in respect of that Performance Component.

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(ii)Upon any Vesting Date (as defined below), an additional number of LTIP Units will be deemed earned LTIP Units (any such LTIP Units, “Dividend Earned Units”), calculated with respect to each separate Distribution Payment made between the Effective Date and such Vesting Date. The number of Dividend Earned Units for each Distribution Payment shall be equal to the quotient of (A) the product of (x) the number of Performance Earned Units which became vested on such Vesting Date multiplied by (y) 90% of such Distribution Payment, divided by (B) the Ex-Dividend Common Share Price on the ex-dividend date for such Distribution Payment. The number of Dividend Earned Units shall be the sum of all of the foregoing calculations done for each applicable Distribution Payment. All Dividend Earned Units shall be deemed to be Vested LTIP Units under Section 2(c) as of the applicable Vesting Date for which calculations are done.

(iii)The foregoing calculations shall be made no later than 90 days following each applicable Determination Date (with respect to clause (i)) and each applicable Vesting Date (with respect to clause (ii)), as applicable, or as soon thereafter as reasonably practicable, at which time the Partnership shall notify the Participant of the total number of Performance Earned Units or Dividend Earned Units, as applicable (rounded down to the nearest whole LTIP Unit) (any such date, a “Calculation Date”). Any LTIP Units which do not become Vested LTIP Units following the final Vesting Date shall be forfeited automatically and without further action as of that date (and if there are no Performance Earned Units outstanding following the final Determination Date, then all LTIP Units that are not Vested LTIP Units shall be forfeited automatically and without further action as of that date)

(iv)If following any Calculation Date, the total number of Earned Units calculated pursuant to any of Section 2(b)(i) and Section 2(b)(ii) (measured in the aggregate); Section 3(b); or Section 3(d) exceeds the total number of LTIP Units granted pursuant to Section 2(a), then (A) the Partnership shall issue to the Participant, as of the Calculation Date, an additional number of LTIP Units equal to the shortfall; (B) such LTIP Units shall be deemed earned LTIP Units for the purposes of this Award; and (C) the Company and the Partnership shall take such corporate actions as are necessary to accomplish the grant of such additional LTIP Units; provided that such issuance will be subject to the Participant executing and delivering such documentation that the Company and the Partnership may reasonably request in order to comply with all applicable legal and accounting requirements including, without limitation, federal and state securities laws.

(v)In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Component to the extent it is affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Component shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

(c)Vesting. Subject to Section 3, the LTIP Units earned under each Award shall become vested LTIP Units (“Vested LTIP Units”) as follows, subject to the Participant’s continued employment with the Company through the applicable date(s) (each, a “Vesting Date”):

(i)the Performance Earned Units earned in respect of the Tranche 1 Award, if any, shall become Vested LTIP Units with respect to 50% of such Performance Earned

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Units on the applicable Determination Date, and with respect to such remaining Performance Earned Units on January 1, 2016;

(ii)the Performance Earned Units earned in respect of the Tranche 2 Award, if any, shall become Vested LTIP Units with respect to 50% of such Performance Earned Units on the applicable Determination Date, and with respect to such remaining Performance Earned Units on January 1, 2017; and

(iii)the Performance Earned Units earned in respect of the Tranche 3 Award, if any, shall become Vested LTIP Units with respect to 50% of such Performance Earned Units on the applicable Determination Date, and with respect to an additional 25% of such Performance Earned Units on each of January 1, 2018 and January 1, 2019.

In the event the Participant is vested in a fractional portion of a Performance Earned Unit, such portion shall be rounded down to the nearest whole number.

3.Effects of Certain Events

(a)General. Subject to Section 3(b), in the event that the Participant’s employment with the Company is terminated, any LTIP Units that are not Vested LTIP Units shall be forfeited automatically and without further action.

(b)Qualifying Termination. Notwithstanding the foregoing:

(i)In the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period applicable to an Award, a portion of the LTIP Units which may be earned under the Award will become Performance Earned Units, with the actual number of Earned Units determined as follows:

(A)with respect to Tranches 1 and 2, based on actual performance through the most recently completed fiscal quarter measured against the Performance Components as prorated based on the number of fiscal quarters completed prior to the Termination Date relative to the total number of fiscal quarters in the Performance Period; and

(B)with respect to Tranche 3, based on actual performance through the Termination Date measured against the Performance Components as pro-rated based on actual performance through the Termination Date;

provided, that any performance criteria based on the achievement of company-wide strategic objectives or satisfaction of individual performance criteria shall be deemed achieved or satisfied at target level (as applicable).

(ii)The number of Performance Earned Units calculated in accordance with Section 3(b)(i) which become Vested LTIP Units will be pro-rated based on the number of days in the applicable Performance Period completed prior to the Termination Date, and such pro-rated number of earned LTIP Units under the Award shall be deemed Vested LTIP Units (and any LTIP Units issued hereunder that are not so vested shall be immediately forfeited). Upon the determination of the number of pro-rated Performance Earned Units, additional LTIP Units shall become Dividend Earned Units (which shall be Vested LTIP Units) with respect to any Distribution Payments made between the Effective Date and the

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Termination Date using the methodology set forth in Section 2(b)(ii), calculated as though the Termination Date was the Vesting Date of the applicable Performance Earned Units;

(iii)In the event of the Participant’s Qualifying Termination after the completion of the Performance Period applicable to an Award, but prior to a Vesting Date, then with respect to all such unvested Performance Earned Units, (A) such Performance Earned Units shall become Vested LTIP Units as of the Termination Date, (B) an additional number of LTIP Units shall become Dividend Earned Units (which shall be Vested LTIP Units) using the methodology set forth in Section 2(b)(ii), calculated as though the Termination Date was the Vesting Date of such Performance Earned Units, and (C) any LTIP Units issued hereunder that do not so become Vested LTIP Units shall immediately be forfeited.

(iv)The levels of achievement with respect to any Performance Components shall be adjusted from time to time by the Committee as it deems equitable and necessary in light of acquisitions, dispositions and other transactions or extraordinary or one-time events that impact the Company’s operations.

(c)Termination for Cause. In the event of the Participant’s termination of employment for Cause, then the Award and the LTIP Units that are not Vested LTIP Units shall be automatically forfeited as of the Termination Date.

(d)Change in Control. Notwithstanding the foregoing:

(i)In the event of a Change in Control during the Participant’s employment and prior to the completion of the Performance Period applicable to an Award, a portion of the LTIP Units which may be earned under the Award will become Performance Earned Units or Dividend Earned Units, with the actual number of Earned Units determined

(A)with respect to Tranches 1 and 2, based on actual performance through the most recently completed fiscal quarter measured against the Performance Components as pro-rated based on the number of fiscal quarters completed prior to the date of such Change in Control relative to the total number of fiscal quarters in the Performance Period;

(B)with respect to Tranche 3, based on actual performance through the date of such Change in Control, measured against the Performance Criteria based on actual performance through the date of such Change in Control; and

(C)if any LTIP Units become Performance Earned Units in accordance with Section 3(d)(i)(A) or (B), then with respect to any Distribution Payments made between the Effective Date and the date of such Change in Control, additional LTIP Units shall become Dividend Earned Units (which shall be Vested LTIP Units) using the methodology set forth in Section 2(b)(ii), calculated as though the date of such Change in Control was the Vesting Date of the applicable Performance Earned Units;

provided, that any performance criteria based on the achievement of company-wide strategic objectives or satisfaction of individual performance criteria shall be deemed

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achieved or satisfied at target level (as applicable), and

(ii)In the event of a Change in Control during the Participant’s employment and prior to a Vesting Date, then with respect to all such unvested Performance Earned Units, (A) such Performance Earned Units shall become Vested LTIP Units as of the date of such Change in Control, (B) an additional number of LTIP Units shall become Dividend Earned Units (which shall be Vested LTIP Units) using the methodology set forth in Section 2(b)(ii), calculated as though the date of such Change in Control was the Vesting Date of such Performance Earned Units, and (C) any LTIP Units issued hereunder that do not so become Vested LTIP Units shall be immediately forfeited).

4.Miscellaneous

(a)Administration. The Committee shall administer the Award. At the end of the Performance Period applicable to any Award, the Committee shall calculate and approve the number of earned LTIP Units awarded to the Participant under such Award. If the Committee determines at any time that an unearned LTIP Unit cannot become a Vested LTIP Unit, the Committee shall have the authority to terminate and cancel such unearned LTIP Unit for no consideration and without liability to the Participant.

(b)Agreement Subject to Plan and Partnership Agreement; Amendment. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the Partnership Agreement. The Awards and LTIP Units granted hereunder are subject to the Plan and the Partnership Agreement. The terms and provisions of the Plan and the Partnership Agreement, as the same may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan or the Partnership Agreement, the applicable terms and provisions of the Plan or the Partnership Agreement as applicable, will govern and prevail. The terms of the Agreement and the Award Certificate may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate; provided, that any such amendment that would materially and adversely affect any right of the Participant shall not to that extent be effective without the consent of the Participant.

(c)No Transferability; No Assignment. Except as provided in the Partnership Agreement, including Section 11.3 thereto, neither the Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey the Award or the LTIP Units, except that an LTIP Unit may be exchanged for Common Stock subject to the terms of this Agreement and pursuant to the Partnership Agreement. No part of the Award or the LTIP Units shall be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, be transferable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

(d)No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Award hereunder shall impose any obligation on the Company or any Affiliate to continue the employment of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment of such Participant, free from any liability

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or claim under the Plan or this Agreement, except as otherwise expressly provided herein or in any written employment agreement between the Participant and the Company (or any affiliate).

(e)Limitation on Rights. The Participant shall be the record owner of the LTIP Units, and as record owner shall be entitled to all rights of a holder of LTIP Units under the Partnership Agreement.

(f)Legend. To the extent applicable, all book entries (or certificates, if any) representing the LTIP Units delivered to the Participant as contemplated by Section 2 above shall be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such LTIP Units are listed, and any applicable Federal or state laws, and the Partnership may cause notations to be made next to the book entries (or a legend or legends put on certificates, if any) to make appropriate reference to such restrictions. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of the restrictions set forth in Section 4(f) hereof.

(g)Securities Laws; Cooperation. The Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement. Participant further agrees to cooperate with the Company and the Partnership in taking any action reasonably necessary or advisable to consummate the transactions contemplated by this Agreement.

(h)Tax Withholding.

(i)Regardless of any action the Company or the Partnership takes with respect to any or all federal, state or local income tax, employment tax or other tax related items (“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with the LTIP Units (and any distributions in respect thereof) is and remains the Participant’s responsibility and that each of the Company and the Partnership: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the LTIP Units, including, but not limited to, the grant or vesting of the LTIP Units, the exchange of the shares of Common Stock, the subsequent sale of shares of Common Stock and the receipt of any distributions in respect thereof; and (B) does not commit to structure the terms of the grant or any aspect of the LTIP Units to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that the Partnership and/or Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction and/or the nature of certain Tax-Related Items may vary.

(ii)If applicable, prior to the relevant taxable event, the Participant shall pay or make adequate arrangements satisfactory to the Partnership and/or the Company, in its sole discretion, to satisfy all withholding and payment on account obligations for Tax Related Items of the Company and the Partnership. In this regard, the Participant authorizes the Company and the Partnership, each in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Participant with respect to the LTIP Units by withholding in shares of Common Stock otherwise issuable to the Participant, provided that the Company and/or the Partnership withholds only the amount of shares of Common Stock necessary to satisfy the minimum statutory withholding amount using the

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Fair Market Value of the shares of Common Stock on the Settlement Date. Participant shall pay to the Company and/or the Partnership any amount of Tax Related Items that the Company and/or the Partnership may be required to withhold as a result of the LTIP Units that are not satisfied by the previously described method. The Company may refuse to deliver the shares of Common Stock to the Participant if the Participant fails to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.

(i)Compensation Recovery Policy. The property received under this Agreement shall be subject to being recovered under the Company’s compensation recovery policy, if any, or any similar policy that the Company may adopt from time to time. For avoidance of doubt, compensation recovery rights to shares of Common Stock issued under this Agreement shall extend to any proceeds realized by the Participant upon the sale or other transfer of such shares of Common Stock. Without limiting the generality of the foregoing, if in the opinion of the independent directors of the Board, (i) the Company’s financial results are restated or were materially misstated due in whole or in part to intentional fraud or misconduct by the Participant, and (ii) the payment or equity or equity-based award made or issued pursuant to this Agreement based on the corrected financial results would be less than the amount previously paid or issued, then by approval by a majority of the independent directors of the Board, the Board may, based upon the facts and circumstances surrounding the restatement, direct that the Company and/or the Partnership recover all or a portion of any payment or equity or equity-based award made or issued pursuant to this Agreement, and the Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company or the Partnership (as determined by the Board), within 10 business days’ of the Company’s or the Partnership’s request to Participant therefor, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of the LTIP Units and any shares of Common Stock issued in respect of such LTIP Units over (ii) the aggregate Cost of such LTIP Units and/or shares (if any). For purposes of this Agreement, “Cost” means, in respect of any LTIP Unit and/or share of Common Stock, the amount paid by Participant for such share, as proportionately adjusted for all subsequent distributions.

(j)Section 409A Compliance. The Award and the shares of Common Stock and amounts payable under this Agreement are intended to comply with the requirements of Section 409A so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participants. The Agreement shall be administered and interpreted to the extent possible in a manner consistent with that intent. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company and the Partnership shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A.

(k)Section 280G of the Code. In the event that the accelerated vesting of the LTIP Units or the amounts payable under this Agreement, together with all other payments and the value of any benefit received or to be received by the Participant, would result in all or a portion of such

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payment being subject to excise tax under Section 4999 of the Code (the “Excise Tax”), then the Participant’s payment shall be either (a) the full payment or (b) such lesser amount that would result in no portion of the payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. Any such reduction shall be made by the Company and/or the Partnership in compliance with all applicable legal authority, including Section 409A. All determinations required to be made under this Section shall be made by the nationally recognized accounting firm which is the Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax, which firm must be reasonably acceptable to the Participant (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company, the Partnership, and the Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code).

(l)Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland applicable to contracts made and performed wholly within the State of Maryland, without giving effect to the conflict of laws provisions thereof. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of New York or the State of Maryland, and each of the Participant, the Company, and the Partnership hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company and the Partnership hereby irrevocably waives (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of New York or the State of Maryland, (ii) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (iii) any right to a jury trial.

(m)Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

* * * * *

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BRIXMOR OPERATING PARTNERSHIP LP

LTIP UNIT AGREEMENT AWARD CERTIFICATE

1. Brixmor Operating Partnership LP (the “Partnership”), Brixmor Property Group Inc., a Maryland corporation (together with its Subsidiaries, the “Company”), and the Participant who is signatory hereto, hereby agree to the terms of this Award Certificate and the Brixmor Property Group Inc. LTIP Unit Agreement (the “Agreement”) to which it is attached. All capitalized terms used in this Award Certificate and not defined herein shall have the meanings assigned to them in the Company’s 2013 Omnibus Incentive Plan (the “Plan”) or the Agreement.

2. Subject to the terms of this Award Certificate, the Agreement, and the Plan, the Partnership hereby grants to the Participant as of the Effective Date, the Tranche 1 Award, Tranche 2 Award, and Tranche 3 Award on the terms set forth below:

Participant:	[__]
Effective Date:	[__]
Total Maximum LTIP Unit Award Amount:	[__]
LTIP Fraction:	1/10

Tranche 1 Award

Award Range

· Threshold Award Amount: [__] LTIP Units

· Target Award Amount: [__] LTIP Units

· Maximum Award Amount: [__] LTIP Units

Performance Period: January 1, 2014 through December 31, 2014

Performance Components

· EBITDA Per Share Target (Relative Weighting: 37.50%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold	$	50%
Target	$	100%
Maximum	$	150%

· AFFO (Adjusted Funds from Operations) Per Share Target (Relative Weighting: 37.50%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold	$	50%
Target	$	100%
Maximum	$	150%

· Achievement of Individual Performance Goals (Relative Weighting: 25%)

Tranche 2 Award

Award Range

· Threshold Award Amount: [__] LTIP Units

· Target Award Amount: [__] LTIP Units

· Maximum Award Amount: [__] LTIP Units

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Performance Period: January 1, 2014 through December 31, 2015

Performance Components

· Cumulative EBITDA Per Share Target (Relative Weighting: 37.50%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold	$	50%
Target	$	100%
Maximum	$	150%

· Cumulative AFFO (Adjusted Funds from Operations) Per Share Target (Relative Weighting: 37.50%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold	$	50%
Target	$	100%
Maximum	$	150%

· Achievement of Individual Performance Goals (Relative Weighting: 25%)

Tranche 3 Award

Award Range

· Threshold Award Amount: [__] LTIP Units

· Target Award Amount: [__] LTIP Units

· Maximum Award Amount: [__] LTIP Units

Performance Period: October 29, 2013 through December 31, 2016

Performance Components:

· Relative US Shopping Center Index TSR: (Relative Weighting: 60%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold		50%
Target		100%
Maximum		150%

· Brixmor TSR (Relative Weighting: 20%)

Level of Achievement	Performance Level Achieved	Percentage of Award Earned
Threshold		50%
Target		100%
Maximum		150%

· Company-Wide Strategic Objectives (Relative Weighting: 20%)

• __

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3. The Award and any LTIP Units which may be earned under the Award are subject to the terms and conditions set forth in this Award Certificate, the Plan and the Agreement. All terms and provisions of the Plan and the Agreement, as the same may be amended from time to time, are incorporated and made part of this Award Certificate. If any provision of this Award Certificate is in conflict with the terms of the Plan or the Agreement, then the terms of the Plan or the Agreement, as applicable, shall govern. The Participant hereby expressly acknowledges receipt of a copy of the Plan and the Agreement.

* * * * *

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first above written.

BRIXMOR PROPERTY GROUP INC. By: ___________________________________  Name:  Title: Authorized Signatory	PARTICIPANT ___________________________________ Name: [Name]
BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: ___________________________________  Name:  Title: Authorized Signatory

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Exhibit A

Investment Representations of Participant

5.LTIP Units Unregistered

. Participant acknowledges and represents that Participant has been advised by the Company and the Partnership that:

(a)the offer and sale of the LTIP Units have not been registered under the Securities Act;

(b)the LTIP Units must be held indefinitely and Participant must continue to bear the economic risk of the investment in the LTIP Units unless the offer and sale of such LTIP Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available (or as otherwise provided in the LP Agreement or the Securityholders Agreement);

(c)there is no established market for the LTIP Units and it is not anticipated that there will be any public market for the LTIP Units in the foreseeable future;

(d)a restrictive legend in the form set forth below, and such as may be determined by the Company and/or the Partnership pursuant to the Partnership Agreement, shall be placed on the certificates, if any, representing the LTIP Units:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS AND OTHER PROVISIONS SET FORTH IN A MANAGEMENT SUBSCRIPTION AGREEMENT WITH THE ISSUER, AS AMENDED AND MODIFIED FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE”; and

(e)a notation shall be made in the appropriate records of the Partnership indicating that the LTIP Units are subject to restrictions on transfer and, if the Partnership should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the LTIP Units.

6.Additional Investment Representations

. Participant represents and warrants that:

(a)Participant’s financial situation is such that Participant can afford to bear the economic risk of holding the LTIP Units for an indefinite period of time, has adequate means for providing for Participant’s current needs and personal contingencies, and can afford to suffer a complete loss of Participant’s investment in the LTIP Units;

(b)Participant’s knowledge and experience in financial and business matters are such that Participant is capable of evaluating the merits and risks of the investment in the LTIP Units;

(c)Participant understands that the LTIP Units are a speculative investment which involves a high degree of risk of loss of Participant’s investment therein, there are substantial restrictions on the transferability of the LTIP Units and, on the Effective Date and for an indefinite period following the Closing, there will be no public market for the LTIP Units and, accordingly, it may not be possible for Participant to liquidate Participant’s investment in case of emergency, if at all;

(d)Participant understands and has taken cognizance of all the risk factors related to the purchase of the LTIP Units and, other than as set forth in this Agreement and the Partnership Agreement, no representations or warranties have been made to Participant or Participant’s representatives concerning the LTIP Units or the Company or the Partnership, or their prospects or

16

other matters;

(e)Participant has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its Subsidiaries, the Partnership Agreement, the Company’s organizational documents and the terms and conditions of the purchase of the LTIP Units and to obtain any additional information which Participant deems necessary; and

(f)Participant is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.

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Exhibit B

ELECTION TO INCLUDE UNITS IN GROSS

INCOME PURSUANT TO SECTION 83(b) OF THE

INTERNAL REVENUE CODE

The undersigned acquired OP Units (the “Units”) of Brixmor Operating Partnership LP (the “Partnership”) on [date] (the “Transfer Date”).

The undersigned desires to make an election to have the Units taxed under the provision of Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code §83(b)”), at the time the undersigned acquired the Units.

Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Units (described below), to report as taxable income for calendar year 2014 the excess, if any, of the Units’ fair market value on the Transfer Date over the acquisition price thereof.

The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

1.The name, address and social security number of the undersigned:

[Name]

[Address]

SSN: ____-___-_____

2.A description of the property with respect to which the election is being made:

[•] OP Units in the Partnership

3.The date on which the property was transferred: the Transfer Date. The taxable year for which such election is made: calendar year 2014.

4.The restrictions to which the property is subject: The Units are subject to performance-based vesting, and the Units are subject to forfeiture if certain performance thresholds are not achieved. If the undersigned ceases to be employed by certain affiliates of the Partnership under certain circumstances, all or a portion of the Units may be subject to forfeiture. The Units are also subject to transfer restrictions.

5.The aggregate fair market value (on a liquidation basis) on the Transfer Date of the property with respect to which the election is being made, determined without regard to any lapse restrictions:

OP Units: $0

6.The aggregate amount paid for such property:

OP Units: $0

A copy of this election has been furnished to the Secretary of the Partnership pursuant to Treasury Regulations §1.83-2(e)(7).

Dated: ________ __, 2014 _____________________________

Name (printed):

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