Common use of Treatment on a Change in Control Clause in Contracts

Treatment on a Change in Control. Notwithstanding Section 4(a) above, in the event of a Change in Control that occurs prior to the end of the Vesting Period and provided that the Participant is still in Continuous Service on the date of the Change in Control, the RSUs shall Vest (to the extent the RSUs have not previously become Vested or been forfeited) or be converted into Replacement Awards eligible for accelerated vesting on a Qualifying Termination, as prescribed in Section 13 of the Plan. Provided the RSUs are exempt from Code Section 409A, the definition of Change in Control for purposes of this Agreement shall include, in addition to the events listed under the Plan, the occurrence of any of the following events: (i) any Person becomes a Beneficial Owner (as such term is defined in the Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of either (A) 50% or more of the then-outstanding general or limited partnership interests of the Advisor (“Advisor Interests”), (B) 50% or more of the then-outstanding membership interests of NexPoint Real Estate Advisors GP, LLC (the “Advisor GP”) (“Advisor GP Interests”), (C) 50% or more of the then outstanding general or limited partnership interests of NexPoint Advisors, L.P. (the “Advisor Parent”) (“Advisor Parent Interests”) or (D) 50% or more of the then-outstanding membership interests of NexPoint Advisors GP, LLC (the “Advisor Parent GP”) (“Advisor Parent GP Interests”); provided, however, that for purposes of this subsection (i), the following acquisitions of Advisor Interests, Advisor GP Interests, Advisor Parent Interests or Advisor Parent GP Interests shall not constitute a Change in Control: (W) an acquisition directly from the Advisor, the Advisor GP, the Advisor Parent or the Advisor Parent GP, respectively, (X) an acquisition by the Advisor or an Advisor Affiliate, (Y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Advisor or any Advisor Affiliate, or (Z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (ii) below); (ii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Advisor, the Advisor GP, the Advisor Parent or the Advisor GP (an “Advisor Reorganization”), or the sale or other disposition of all or substantially all of the Advisor’s, the Advisor GP’s, the Advisor Parent’s or the Advisor GP’s assets (an “Advisor Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Advisor Acquisition”), unless immediately following such Advisor Reorganization, Advisor Sale or Advisor Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Advisor Interests, Advisor GP Interests, Advisor Parent Interests or Advisor Parent GP Interests, as applicable, immediately prior to such Advisor Reorganization, Advisor Sale or Advisor Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding equity and the combined voting power of the then outstanding voting securities entitled to vote generally, as the case may be, of the entity resulting from such Advisor Reorganization, Advisor Sale or Advisor Acquisition (including, without limitation, an entity which as a result of such transaction owns the Advisor, the Advisor GP, the Advisor Parent or the Advisor Parent GP, as applicable, or all or substantially all of the Advisor’s, the Advisor GP’s, the Advisor Parent’s or the Advisor Parent GP’s, as applicable, assets or stock either directly or through one or more subsidiaries) (the “Advisor Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Advisor Reorganization, Advisor Sale or Advisor Acquisition, of the outstanding Advisor Interests, Advisor GP Interests, Advisor Parent Interests or Advisor Parent GP Interests, as the case may be, and (B) no Person (other than (X) the Advisor or any Advisor Affiliate, (Y) the Advisor Surviving Entity or its ultimate parent entity, or (Z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total equity or 50% or more of the total voting power of the outstanding voting securities of the Advisor Surviving Entity (any Advisor Reorganization, Advisor Sale or Advisor Acquisition which satisfies all of the criteria specified in (A) and (B) above shall be deemed to be a “Non-Qualifying Transaction”); or (iii) approval by the partners or members, as applicable, of the Advisor, the Advisor GP, Advisor Parent, or the Advisor Parent GP of a complete liquidation or dissolution of the Advisor, Advisor GP, Advisor Parent or Advisor Parent GP.

Treatment on a Change in Control. Notwithstanding Section 4(a) above, in the event of a Change in Control that occurs prior to the end of the Vesting Period and provided that the Participant is still in Continuous Service on the date of the Change in Control, the RSUs shall Vest (to the extent the RSUs have not previously become Vested or been forfeited) or be converted into Replacement Awards eligible for accelerated vesting on a Qualifying Termination, as prescribed in Section 13 of the Plan. Provided the RSUs are exempt from Code Section 409A, the definition of Change in Control for purposes of this Agreement shall include, in addition to the events listed under the Plan, the occurrence of any of the following events: (i) any Person becomes a Beneficial Owner (as such term is defined in the Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of either (A) 50% or more of the then-outstanding general or limited partnership interests of the Advisor Adviser (“Advisor Adviser Interests”), (B) 50% or more of the then-outstanding membership interests of NexPoint Real Estate Advisors X GP, LLC (the “Advisor Adviser GP”) (“Advisor Adviser GP Interests”), (C) 50% or more of the then outstanding general or limited partnership interests of NexPoint Advisors, L.P. (the “Advisor Adviser Parent”) (“Advisor Adviser Parent Interests”) or (D) 50% or more of the then-outstanding membership interests of NexPoint Advisors GP, LLC (the “Advisor Adviser Parent GP”) (“Advisor Adviser Parent GP Interests”); provided, however, that for purposes of this subsection (i), the following acquisitions of Advisor Adviser Interests, Advisor Adviser GP Interests, Advisor Adviser Parent Interests or Advisor Adviser Parent GP Interests shall not constitute a Change in Control: (W) an acquisition directly from the AdvisorAdviser, the Advisor Adviser GP, the Advisor Adviser Parent or the Advisor Adviser Parent GP, respectively, (X) an acquisition by the Advisor Adviser or an Advisor Adviser Affiliate, (Y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Advisor Adviser or any Advisor Adviser Affiliate, or (Z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (ii) below); (ii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the AdvisorAdviser, the Advisor Adviser GP, the Advisor Adviser Parent or the Advisor Adviser GP (an “Advisor Adviser Reorganization”), or the sale or other disposition of all or substantially all of the AdvisorAdviser’s, the Advisor Adviser GP’s, the Advisor Adviser Parent’s or the Advisor Adviser GP’s assets (an “Advisor Adviser Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Advisor Adviser Acquisition”), unless immediately following such Advisor Adviser Reorganization, Advisor Adviser Sale or Advisor Adviser Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Advisor Adviser Interests, Advisor Adviser GP Interests, Advisor Adviser Parent Interests or Advisor Adviser Parent GP Interests, as applicable, immediately prior to such Advisor Adviser Reorganization, Advisor Adviser Sale or Advisor Adviser Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding equity and the combined voting power of the then outstanding voting securities entitled to vote generally, as the case may be, of the entity resulting from such Advisor Adviser Reorganization, Advisor Adviser Sale or Advisor Adviser Acquisition (including, without limitation, an entity which as a result of such transaction owns the AdvisorAdviser, the Advisor Adviser GP, the Advisor Adviser Parent or the Advisor Adviser Parent GP, as applicable, or all or substantially all of the AdvisorAdviser’s, the Advisor Adviser GP’s, the Advisor Adviser Parent’s or the Advisor Adviser Parent GP’s, as applicable, assets or stock either directly or through one or more subsidiaries) (the “Advisor Adviser Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Advisor Adviser Reorganization, Advisor Adviser Sale or Advisor Adviser Acquisition, of the outstanding Advisor Adviser Interests, Advisor Adviser GP Interests, Advisor Adviser Parent Interests or Advisor Adviser Parent GP Interests, as the case may be, and (B) no Person (other than (X) the Advisor Adviser or any Advisor Adviser Affiliate, (Y) the Advisor Adviser Surviving Entity or its ultimate parent entity, or (Z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total equity or 50% or more of the total voting power of the outstanding voting securities of the Advisor Adviser Surviving Entity (any Advisor Adviser Reorganization, Advisor Adviser Sale or Advisor Adviser Acquisition which satisfies all of the criteria specified in (A) and (B) above shall be deemed to be a “Non-Qualifying Transaction”); or (iii) approval by the partners or members, as applicable, of the AdvisorAdviser, the Advisor Adviser GP, Advisor Adviser Parent, or the Advisor Adviser Parent GP of a complete liquidation or dissolution of the AdvisorAdviser, Advisor Adviser GP, Advisor Adviser Parent or Advisor Adviser Parent GP.