TIER REIT INC (Form: 8-K, Received: 12/03/2015 14:14:54)

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): December 3, 2015

TIER REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		001-37512		68-0509956
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

5950 Sherry Lane, Suite 700, Dallas, Texas

75225

(Address of principal executive offices) (Zip Code)

(972) 483-2400
(Registrant’s telephone number, including area code)

None

(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:

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

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

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

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

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

At the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of TIER REIT, Inc. (the “Company”) held on December 3, 2015, the Company’s stockholders approved the TIER REIT, Inc. 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan was previously approved by the Company’s Board of Directors on July 30, 2015, subject to stockholder approval. The 2015 Plan replaces the Company’s 2005 Incentive Award Plan, which expired on March 28, 2015.

The 2015 Plan provides flexibility to the Compensation Committee of the Company’s Board of Directors to use various equity-based incentive awards as compensation tools to motivate its workforce as well as make equity grants to its non-employee directors and consultants.

Certain material features of the 2015 Plan are as follows:

· The maximum number of shares of common stock of the Company to be issued under the 2015 Plan is 2,500,000. The shares the Company issues under the 2015 Plan will be authorized but unissued shares or shares that the Company reacquires. The shares of common stock underlying any awards that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without any issuance of stock or are otherwise terminated (other than by exercise) under the 2015 Plan will be added back to the shares of common stock available for issuance under the 2015 Plan;

· The maximum value of all awards granted under the 2015 Plan and all other cash compensation paid by the Company to any of its non-employee directors in any calendar year may not exceed $400,000;

· Shares tendered or held back for taxes will not be added back to the reserved pool under the 2015 Plan. Upon the exercise of a stock appreciation right, the full number of shares underlying the award will be charged to the reserved pool. Additionally, shares reacquired by the Company on the open market or otherwise using cash proceeds of option exercises will not be added to the reserved pool;

· The award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance shares, dividend equivalent rights and cash-based awards is permitted;

· Without stockholder approval, the exercise price of stock options and stock appreciation rights will not be reduced and stock options and stock appreciation rights will not be otherwise repriced through cancellation in exchange for cash, other awards or stock options or stock appreciation rights with a lower exercise price;

· No dividends or dividend equivalents may be paid on full-value shares subject to performance vesting until such shares are actually earned upon satisfaction of the performance criteria;

· Any material amendment to the 2015 Plan is subject to approval by the Company’s stockholders; and

· The term of the 2015 Plan will expire on December 3, 2025.

Additional information regarding the 2015 Plan is summarized under the heading “Proposal Three — Approval of the TIER REIT, Inc. 2015 Equity Incentive Plan” in the Company’s Definitive Proxy Statement (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on September 18, 2015 and is incorporated herein by reference. The summary of the 2015 Plan set forth in the Proxy Statement and the description of the 2015 Plan set forth in this Current Report on Form 8-K are qualified in their entirety by reference to the text of the 2015 Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

In connection with the adoption of the 2015 Plan, the Compensation Committee of the Board of Directors approved the following award agreement forms under the 2015 Plan: Restricted Stock Unit Award Agreement (with respect to time-based vesting awards to officers or non-employee directors), Restricted Stock Unit Award Agreement (with respect to performance-based vesting awards), Restricted Stock Unit Award Agreement (with respect to time-based vesting awards to non-employee directors) and Restricted Stock Award Agreement. Such award agreement forms are filed as Exhibits 10.2, 10.3, 10.4 and 10.5 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on December 3, 2015. As of the record date, there were a total of 47,433,489 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable.

Proposal One : To elect eight individuals to serve on the board of directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualify.

	FOR	WITHHELD	BROKER NON-VOTES
Richard I. Gilchrist	12,813,103	2,146,061	16,296,321
Robert S. Aisner	11,747,124	3,212,040	16,296,321
Charles G. Dannis	12,797,290	2,161,874	16,296,321
Scott W. Fordham	11,851,715	3,107,449	16,296,321
Thomas M. Herzog	12,811,537	2,147,627	16,296,321
M. Jason Mattox	11,780,925	3,178,239	16,296,321
Steven W. Partridge	12,803,189	2,155,975	16,296,321
G. Ronald Witten	12,783,697	2,175,467	16,296,321

Based on the votes set forth above, each of the foregoing individuals was duly elected to serve as a director until the next annual meeting of stockholders and until their respective successors are duly elected and qualify.

Proposal Two : To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
11,573,522		2,401,561		984,081		16,296,321

Based on the votes set forth above, the stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers..

Proposal Three : To approve the TIER REIT, Inc. 2015 Equity Incentive Plan.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
10,790,050		3,219,218		949,896		16,296,321

Based on the votes set forth above, the stockholders approved the TIER REIT, Inc. 2015 Equity Incentive Plan.

Proposal Four : To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
29,730,801		753,071		771,613		0

Based on the votes set forth above, the stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NO.		DESCRIPTION

10.1		TIER REIT, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 18, 2015)
10.2		Form of Restricted Stock Unit Award Agreement for officers and non-employee directors with respect to time-based vesting under the TIER REIT, Inc. 2015 Equity Incentive Plan
10.3		Form of Restricted Stock Unit Award Agreement with respect to performance-based vesting under the TIER REIT, Inc. 2015 Equity Incentive Plan
10.4		Form of Restricted Stock Unit Award Agreement for non-employee directors with respect to time-based vesting under the TIER REIT, Inc. 2015 Equity Incentive Plan
10.5		Form of Restricted Stock Award Agreement under the TIER REIT, Inc. 2015 Equity Incentive Plan

SIGNATURE

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

	TIER REIT, INC.


Date: December 3, 2015	By:	/s/ Telisa Webb Schelin
		Telisa Webb Schelin
		Chief Legal Officer, Executive Vice President
		and Secretary

Exhibit Index

EXHIBIT NO.		DESCRIPTION

10.1		TIER REIT, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 18, 2015)
10.2		Form of Restricted Stock Unit Award Agreement for officers and non-employee directors with respect to time-based vesting under the TIER REIT, Inc. 2015 Equity Incentive Plan
10.3		Form of Restricted Stock Unit Award Agreement with respect to performance-based vesting under the TIER REIT, Inc. 2015 Equity Incentive Plan
10.4		Form of Restricted Stock Unit Award Agreement for non-employee directors with respect to time-based vesting under the TIER REIT, Inc. 2015 Equity Incentive Plan
10.5		Form of Restricted Stock Award Agreement under the TIER REIT, Inc. 2015 Equity Incentive Plan

Exhibit 10.2

TIER REIT, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Name of the Grantee: [ ] (the “ Grantee ”)

No. of Restricted Stock Units Awarded: [ ]

Grant Effective Date: [ ], 201

RECITALS

A. The Grantee is [a/an non-employee director/officer] of TIER REIT, Inc. (the “ Company ”).

B. Pursuant to the Company’s 2015 Equity Incentive Plan (as may be amended and supplemented from time to time, the “ Plan ”), the Company hereby grants to the Grantee the number of Restricted Stock Units specified above, subject to the terms and conditions set forth herein. Each Restricted Stock Unit shall relate to one share of Common Stock of the Company (each, a “ Share ”). Unless otherwise indicated, capitalized terms used herein but not defined shall have the meanings given to those terms in the Plan.

NOW, THEREFORE , the Company and the Grantee agree as follows:

1. Grant of Restricted Stock Units . The Company hereby grants the Grantee the number of Restricted Stock Units specified above (the “ Award ”), subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety.

2. Restrictions on Transfer of Award . This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any Shares issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Section 3 of this Agreement and (ii) Shares have actually been issued to the Grantee pursuant to Section 5 and in accordance with the terms of the Plan and this Agreement.

3. Vesting of Restricted Stock Units . Except as otherwise provided below, the restrictions and conditions of Section 2(i) of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in continuous [employment/service] on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 2 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date.

Incremental Number of Restricted Stock Units Vested		Vesting Date

[insert vesting schedule]

Notwithstanding any other term or provision of this Agreement, upon (A) termination of the Grantee’s [employment/service as a director] as a result of the Grantee’s death or disability or (B) a Sale Event (regardless of whether or not a termination of the Grantee’s service has occurred), then all Restricted Stock Units shall immediately vest. The Administrator may at any time accelerate the vesting schedule specified in this Section 3.

4. Termination of [Employment/Service] . Except as otherwise provided herein or as provided in the Grantee’s employment agreement, if the Grantee’s [employment/service] with the Company and its Subsidiaries terminates for any reason prior to the satisfaction of the vesting conditions set forth in Section 3, above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

5. Issuance of Shares . As soon as practicable following each Vesting Date or other vesting event (but in no event later than two and one-half months after the end of the year in which the Vesting Date or vesting event occurs), the Company shall issue to the Grantee the number of Shares of equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 or 4 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such Shares.

6. Rights as Stockholder; Dividend Equivalent Right . Until such time as Shares have been issued to the Grantee pursuant to Section 5, and except as set forth in this Section 6 regarding dividends and dividend equivalents, the Grantee shall not have any rights as a holder of the Shares underlying this Award including, but not limited, to voting rights. Notwithstanding the foregoing, until such time as Shares are issued to the Grantee pursuant to the terms of Section 5, on each dividend date of the Company, the Company shall pay to the Grantee an amount in cash equal to the amount of cash dividend or other distribution payable per Share multiplied by the number of Restricted Stock Units held by the Grantee, whether or not vested.

7. Incorporation of Plan; Interpretation by Administrator . This Agreement is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. The Administrator may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Administrator may interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Administrator’s interpretation shall not be entitled to deference on and after a Sale Event except to the extent that such interpretations are made exclusively by members of the board of directors of the Company or relevant committee thereof, who are individuals who served as members of such board or committee, as applicable, before the Sale Event and take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan, this Agreement or the administration or interpretation thereof. In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or

procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Administrator, except as provided above, shall be final and binding upon all persons.

8. Withholding and Taxes . No later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes with respect to the number of Restricted Stock Units granted hereunder, the Grantee will pay to the Company or, if appropriate, any of its Subsidiaries, or make arrangements satisfactory to the Administrator regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. Notwithstanding the foregoing, the Grantee’s required minimum tax withholding obligation shall be satisfied by withholding a number of Shares with an aggregate Fair Market Value equal to such minimum tax withholding obligation.

9. No Obligation to Continue Employment or Other Service Relationship . Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue to have the Grantee provide services to it or to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate its service relationship with the Grantee or the employment of the Grantee at any time.

10. Amendment; Modification . This Agreement may only be modified or amended in a writing signed by the parties hereto, provided that the Grantee acknowledges that the Plan may be amended or discontinued in accordance with Section 19 thereof and that this Agreement may be amended or canceled by the Administrator, on behalf of the Company, for the purpose of satisfying changes in law or for any other lawful purpose, so long as no such action shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s written consent. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by the parties which are not set forth expressly in this Agreement. The failure of the Grantee or the Company to insist upon strict compliance with any provision of this Agreement, or to assert any right the Grantee or the Company, respectively, may have under this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

11. Complete Agreement . This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embodies the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

12. No Limit on Other Compensation Arrangements . Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

13. Severability . If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of Restricted Stock Units hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

14. Law Governing . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS.

15. Headings . Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

16. Notices . Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

17. Counterparts . This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

18. Successors and Assigns . The rights and obligations created hereunder shall be binding on the Grantee and his or her heirs and legal representatives and on the successors and assigns of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Award to be executed on the [ ] day of [ ], 201 .

	TIER REIT, INC.


	By:
		Name:
		Title:


	Grantee



	Name:

	Address:

Exhibit 10.3

TIER REIT, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Name of the Grantee: [ ] (the “ Grantee ”)

Number of Restricted Stock Units at 100% Attainment: [ ] (the “ Target Award ”)

Baseline Value:[ ]

Grant Effective Date: [ ], 201[ ]

RECITALS

A. The Grantee is an employee of TIER REIT, Inc. (the “ Company ”).

NOW, THEREFORE , the Company and the Grantee agree as follows:

2. Restrictions on Transfer of Award . This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any Shares issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Section 3 of this Agreement and (ii) Shares have actually been issued to the Grantee pursuant to Section 6 and in accordance with the terms of the Plan and this Agreement.

3. Vesting of Restricted Stock Units . Except as otherwise provided below, the restrictions and conditions of Section 2(i) of this Agreement shall lapse as follows:

(i) The Administrator shall determine during the first 60 days following the end of the Performance Period the number of Restricted Stock Units that shall vest on account of the Company’s Annualized TSR Percentage in accordance with the following table:

Annualized TSR Percentage	Percentage of Absolute TSR Target Vested

[Greater than or equal to % but less than %	50	%
Greater than or equal to % but less than %	100	%
Greater than or equal to %]	200	%

In the event that the Annualized TSR Percentage shall fall between two levels in the above table, linear interpolation shall be used to determine such number of vested Restricted Stock Units.

(ii) The Administrator shall determine during the first 60 days following the end of the Performance Period the number of Restricted Stock Units that shall vest on account of the Company’s Relative TSR Return in accordance with the following table:

Relative TSR Return	Percentage of Relative TSR Target Vested

[ th Percentile or higher	50	%
th Percentile or higher	100	%
th Percentile or higher]	200	%

In the event that the Relative TSR Return shall fall between two levels in the above table, linear interpolation shall be used to determine such number of vested Restricted Stock Units.

(iii) In the event that a Sale Event (as defined in the Plan) occurs prior to the end of the Performance Period, the Grantee will be deemed to have earned the number of Restricted Stock Units based on the attainment level resulting from the Annualized TSR Percentage and Relative TSR Return, each calculated from the first day of the Performance Period through the end of the calendar month immediately preceding the date of the Sale Event pursuant to Sections 3(i) and 3(ii) above, multiplied by a fraction, the numerator of which shall be the number of calendar days from the Grant Effective Date to the date of the Sale Event and the denominator of which shall be the number of days in the Performance Period. All such earned Restricted Stock Units shall become fully vested upon the consummation of the Sale Event. The foregoing treatment supersedes the treatment of performance awards upon a Sale Event in the Grantee’s Employment Agreement.

4. Adjustments . Without duplication with the provisions of Section 3 of the Plan, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of Common Stock of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, or other similar change in the capital structure of the Company, or any distribution to holders of Stock other than

ordinary cash dividends, shall occur or (iii) any other event shall occur which in the judgment of the Administrator necessitates action by way of adjusting the terms of this Award, then and in that event, the Administrator shall take such action as shall be necessary in the discretion of the Administrator to maintain the Grantee’s rights hereunder.

5. Termination of Service .

(i) Except as otherwise provided herein, if the Grantee’s employment with the Company and its Subsidiaries terminates for any reason prior to the satisfaction of the vesting conditions set forth in Section 3, above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

(ii) If the Grantee’s employment is terminated by the Company for reasons other than Cause, the Grantee’s employment terminates on account of death or Disability or the Grantee resigns for Good Reason prior to the end of the Performance Period, subject to the effectiveness of a release in favor of the Company (except in the case of death), the Administrator shall determine the amount of Restricted Stock Units deemed earned based on the Company’s Annualized TSR Percentage and Relative TSR Return through the date the Grantee’s employment relationship with the Company is terminated (the “Termination Date”), and the Grantee shall vest in the greater of (x) the number of Restricted Stock Units underlying the Target Award or (y) the number of Restricted Stock Units deemed earned based on the Company’s Annualized TSR Percentage and Relative TSR Return through the Termination Date, further multiplied by a fraction, the numerator of which shall be the number of calendar days from the Grant Effective Date to the Termination Date and the denominator of which shall be the number of days in the Performance Period.

6. Issuance of Shares; Forfeiture . The Company shall issue to the Grantee the number of Shares equal to the aggregate number of Restricted Stock Units that have vested pursuant to Section 3 of this Agreement within 30 days thereafter (such date of issuance, the “ Issuance Date ”). On the Issuance Date, the Company shall also issue to the Grantee a number of Shares determined by multiplying the Dividend Value for the Performance Period by the number of Shares issued to the Grantee pursuant to the first sentence of this Section 6 and dividing the product by the Fair Market Value of one Share on the trading day immediately preceding the Issuance Date.

7. Defined Terms . The following terms shall have the following respective meanings:

(i) “ Absolute TSR Target ” means 50 percent of the Target Award. Such Restricted Stock Units shall be earned based on the Company’s Annualized TSR Percentage during the Performance Period.

(ii) “ Annualized TSR Percentage ” means the compounded annual growth rate, expressed as a percentage (rounded down to the nearest tenth of a percent (0.1%)), in the value per Share during the Performance Period due to the appreciation in the price per Share and

dividends paid during such period, assuming dividends are reinvested. Where “D” is the amount of dividends paid to a shareholder of record with respect to one Share during the Performance Period and N is the number of 12 month periods that have elapsed between the first day of the Performance Period and the last day of the Performance Period (which may not be a full integer if computed in connection with a Sale Event) the Annualized TSR Percentage is calculated as follows:

(iii) “ Baseline Value ” for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the [20] consecutive trading days ending on, and including, the Grant Effective Date.

(iv) “ Cause ” shall mean, unless otherwise provided in an Employment Agreement between the Company and the Grantee, a determination by the Administrator that the Grantee shall be dismissed as a result of (a) any material breach by the Grantee of any agreement between the Grantee and the Company; (b) the conviction of, indictment for or plea of nolo contendere by the Grantee to a felony or a crime involving moral turpitude; or (c) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Grantee of the Grantee’s duties to the Company.

(v) “ Disability ” shall mean, unless otherwise provided in an Employment Agreement between the Company and the Grantee, the occurrence of an event which would entitle the Grantee to the payment of disability income under the Company’s long-term disability plan.

(vi) “ Dividend Value ” shall mean the aggregate amount of dividends and other distributions paid on one Share of Stock for which the record date occurred on or after the first day of the Performance Period and prior to the Issuance Date for the Performance Period (excluding dividends and distributions paid in the form of additional Shares).

(vii) “ Employment Agreement ” shall mean any applicable agreement between the Grantee and the Company governing employment matters.

(viii) “ Ending Share Value ” means the average of the closing price of one Share over the [ 20 ] consecutive trading days ending on, and including the last date of the Performance Period (or if such date is not a trading day, the most recent trading day immediately preceding such date); provided that if the last date of the Performance Period is the date upon which a Sale Event occurs, the Ending Share Value as of such date shall be equal to the fair value, as determined by the Administrator, of the total consideration paid or payable in the transaction resulting in the Sale Event for one Share.

(ix) “ Fair Market Value ” means, as of any given date, the fair market value of a security which shall be the closing sale price reported for such security on the principal stock exchange or, if applicable, any other national exchange on which the security is traded or

admitted to trading on such date on which a sale was reported. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations.

(x) “ Good Reason ” shall mean, unless otherwise provided in an Employment Agreement between the Company and the Grantee, a determination by the Administrator of the occurrence of one of the following events: (a) a material adverse change in the nature or scope of the Grantee’s responsibilities, authorities, powers, functions or duties; (b) a material reduction in the Grantee’s annual base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly-situated employees; or (c) the relocation of the offices at which the Grantee is principally employed to a location more than 50 miles from such offices.

(xi) “ Peer Companies ” means the companies included in the NAREIT Office Index, but specifically excluding the Company, throughout the Performance Period.

(xii) “ Performance Period ” means the period commencing on [ ], 201[ ] and concluding on the Valuation Date.

(xiii) “ Relative TSR Return ” means the Company’s Total Shareholder Return during the Performance Period relative to the Total Shareholder Return of the Peer Companies during the Performance Period. Relative Performance will be determined by ranking the Company and the Peer Companies from highest to lowest according to their respective Total Shareholder Return. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined as follows:

where: “P” represents the percentile performance which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.

“N” represents the number of Peer Companies.

“R” represents the Company’s ranking among the Peer Companies.

(xiv) “ Relative TSR Target ” means 50 percent of the Target Award. Such Restricted Stock Units shall be earned based on the Company’s Relative TSR Return during the Performance Period.

(xv) “ Total Shareholder Return ” or “ TSR ” means for each of the Company and the Peer Companies, with respect to the Performance Period, the total return (expressed as a percentage) that would have been realized by a shareholder who (a) bought one share of common stock of such company at the Baseline Value on the Grant Effective Date, (b) reinvested each dividend and other distribution declared during the Performance Period with respect to such share (and any other shares, or fractions thereof, previously received upon reinvestment of dividends or other distributions or on account of stock dividends), without deduction for any taxes with respect to such dividends or other distributions or any charges in connection with such

reinvestment, in additional shares of common stock of such company at a price per share equal to (i) the Fair Market Value on the trading day immediately preceding the ex-dividend date for such dividend or other distribution less (ii) the amount of such dividend or other distribution, and (c) sold such shares on the Valuation Date at the Fair Market Value of such shares on the Valuation Date, without deduction for any taxes with respect to any gain on such sale or any charges in connection with such sale. As set forth in, and pursuant to, Section 4 of this Agreement, appropriate adjustments to the Total Shareholder Return shall be made to take into account all stock dividends, stock splits, reverse stock splits and the other events set forth in Section 4 for each of the Company and the Peer Companies that occur during the Performance Period.

(xvi) “ Valuation Date ” means the earlier of (a) [ ], 201[ ], or (b) the date upon which a Sale Event shall occur.

8. Incorporation of Plan; Interpretation by Administrator . This Agreement is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. The Administrator may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate.

Without limiting the generality of the foregoing, the Administrator may interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Administrator’s interpretation shall not be entitled to deference on and after a Sale Event except to the extent that such interpretations are made exclusively by members of the board of directors of the Company or relevant committee, who are individuals who served as members of such board or committee, as applicable, before the Sale Event and take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan, this Agreement or the administration or interpretation thereof. In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Administrator, except as provided above, shall be final and binding upon all persons.

9. Withholding and Taxes . No later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the shares of Restricted Stock granted hereunder, the Grantee will pay to the Company or, if appropriate, any of its Subsidiaries, or make arrangements satisfactory to the Administrator regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. Notwithstanding the foregoing, the Grantee’s required minimum tax withholding obligation shall be satisfied by withholding a number of shares of Restricted Stock with an aggregate Fair Market Value equal to such minimum tax withholding obligation.

10. No Obligation to Continue Employment Relationship . Neither the Plan nor this Award confers upon the Grantee any rights with respect to continued employment.

11. Amendment; Modification . This Agreement may only be modified or amended in a writing signed by the parties hereto, provided that the Grantee acknowledges that the Plan may be amended or discontinued in accordance with Section 19 thereof and that this Agreement may be amended or canceled by the Administrator, on behalf of the Company, for the purpose of satisfying changes in law or for any other lawful purpose, so long as no such action shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s written consent. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by the parties which are not set forth expressly in this Agreement. The failure of the Grantee or the Company to insist upon strict compliance with any provision of this Agreement, or to assert any right the Grantee or the Company, respectively, may have under this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

12. Complete Agreement . This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embodies the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

13. No Limit on Other Compensation Arrangements . Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

14. Severability . If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of shares of Restricted Stock hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

15. Law Governing . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS.

16. Headings . Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

17. Notices . Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

18. Counterparts . This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

19. Successors and Assigns . The rights and obligations created hereunder shall be binding on the Grantee and his heirs and legal representatives and on the successors and assigns of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Award to be executed on the [ ] day of [ ], 201[ ].

	TIER REIT, INC.


	By:
		Name:
		Title:


	Grantee



	Name:

	Address:

Exhibit 10.4

TIER REIT, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Name of the Grantee: [ ] (the “ Grantee ”)

No. of Restricted Stock Units Awarded: [ ]

Grant Effective Date: [ ], 201

RECITALS

A. The Grantee is a non-employee director of TIER REIT, Inc. (the “ Company ”).

NOW, THEREFORE , the Company and the Grantee agree as follows:

3. Vesting of Restricted Stock Units . Except as otherwise provided below, the restrictions and conditions of Section 2(i) of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in service as a member of the Board on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 2 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date.

Incremental Number of Restricted Stock Units Vested		Vesting Date*
100%

[*NOTE: Must be 13 months after grant date if deferred settlement dates used in Section 5(iv) below.]

Notwithstanding any other term or provision of this Agreement, upon (A) termination of the Grantee’s service as a Non-Employee Director as a result of the Grantee’s death or disability or (B) a Sale Event (regardless of whether or not a termination of the Grantee’s service has occurred), then all Restricted Stock Units shall immediately vest. The Administrator may at any time accelerate the vesting schedule specified in this Section 3.

4. Termination of Service . Except as otherwise provided herein, if the Grantee’s service with the Company and its Subsidiaries terminates for any reason prior to the satisfaction of the vesting conditions set forth in Section 3, above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

5. Issuance of Shares; Forfeiture . The Company shall issue to the Grantee the number of Shares equal to the aggregate number of Restricted Stock Units that have vested pursuant to Section 3 of this Agreement and have not been forfeited pursuant to Section 4 of this Agreement on the earliest to occur of the following:

(i) the Grantee’s “separation from service” from the Company (within the meaning of Section 409A of the Code and the regulations issued thereunder) for any reason other than Cause provided that, if the Grantee’s separation from service is for Cause, any Restricted Stock Units (whether or not vested) that have not yet been settled in Shares shall be immediately forfeited;

(ii) a Sale Event which also constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5);

(iii) the Grantee’s death; and

(iv) [the [ ] anniversary of the Grant Effective Date specified above] or [a specific date(s) chosen by the Grantee after the first vesting date, which must be at least 13 months out]. [ NOTE: These dates cannot be changed once determined.]

For purposes hereof, “Cause” shall mean an act or acts by the Grantee involving (a) the use for profit or disclosure to unauthorized persons of confidential information or trade secrets of the Company or a Subsidiary, (b) the breach of any contract with the Company or a Subsidiary, (c) the violation of any fiduciary obligation to the Company or a Subsidiary, (d) the unlawful trading in the securities of the Company or a Subsidiary, or of another corporation based on information gained as a result of the performance of services for the Company or a Subsidiary, (e) a felony conviction or the failure to contest prosecution of a felony, or (f) willful misconduct, dishonesty, embezzlement, fraud, deceit or civil rights violations, or other unlawful acts.

the foregoing, until such time as Shares are issued to the Grantee pursuant to the terms of Section 5, on each dividend date of the Company, the Company shall pay to the Grantee an amount in cash equal to the amount of cash dividend or other distribution payable per Share multiplied by the number of Restricted Stock Units held by the Grantee, whether or not vested.

8. Withholding and Taxes . No later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the Restricted Stock Units granted hereunder, the Grantee will pay to the Company or, if appropriate, any of its Subsidiaries, or make arrangements satisfactory to the Administrator regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. Notwithstanding the foregoing, the Grantee’s required minimum tax withholding obligation shall be satisfied by withholding a number of Shares with an aggregate Fair Market Value equal to such minimum tax withholding obligation.

9. Section 409A of the Code . Anything in this Agreement to the contrary notwithstanding, if at the time of the Grantee’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent the shares of Stock that the Grantee becomes entitled to receive under this Agreement on account of the Grantee’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such shares of Stock shall not be issued until the date that is the earlier of (a) six months and one day after the Grantee’s separation from service, or (b) the Grantee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

10. No Obligation to Continue as a Non-Employee Director . Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance as a Non-Employee Director.

14. Severability . If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of shares of Restricted Stock Units hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

16. Headings . Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed

in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

18. Counterparts . This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

19. Successors and Assigns . The rights and obligations created hereunder shall be binding on the Grantee and his or her heirs and legal representatives and on the successors and assigns of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Award to be executed on the [ ] day of [ ], 201 .

	TIER REIT, INC.


	By:
		Name:
		Title:


	Grantee


	Name:

	Address:

Exhibit 10.5

TIER REIT, INC.

RESTRICTED STOCK AWARD AGREEMENT

Name of the Grantee: [ ] (the “ Grantee ”)

No. of Shares of Restricted Stock Awarded: [ ]

Grant Effective Date: [ ], 201

RECITALS

A. The Grantee is [a/an] [non-employee director/officer] of TIER REIT, Inc. (the “ Company ”).

B. Pursuant to the Company’s 2015 Equity Incentive Plan (as may be amended and supplemented from time to time, the “ Plan ”), the Company hereby grants to the Grantee the number of shares of Restricted Stock of the Company, subject to the terms and conditions set forth herein. Unless otherwise indicated, capitalized terms used herein but not defined shall have the meanings given to those terms in the Plan.

NOW, THEREFORE , the Company and the Grantee agree as follows:

1. Grant of Restricted Stock . The Company hereby grants the Grantee the number of shares of Restricted Stock of the Company specified above, subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety.

2. Restrictions and Conditions . The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:

(i) Subject to clause (iv) below, the period of restriction with respect to the shares of Restricted Stock granted hereunder (the “ Restriction Period ”) shall begin on the Grant Effective Date and lapse on the following schedule, provided that termination of the Grantee’s [employment/service as director] has not occurred prior to the applicable date restrictions lapse:

Date Restrictions Lapse	Number of Shares Becoming Vested	Cumulative Percentage Vested
[ ]	[ ] ([25]%)	[25]%
[ ]	[ ] ([25]%)	[50]%
[ ]	[ ] ([25]%)	[75]%
[ ]	[ ] ([25]%)	[100]%

Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the shares (or have such shares attached or garnished).

(ii) Except as provided in the foregoing clause (i) or in the Plan, the Grantee shall have, in respect of the shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares of Restricted Stock and the right to receive dividends if, as and when paid.

(iii) Subject to clause (iv) below, upon termination of the Grantee’s [employment/service as a director], then all shares of Restricted Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.

(iv) Notwithstanding any other term or provision of this Agreement, upon (A) termination of the Grantee’s [employment/service as director] as a result of the Grantee’s death or disability or (B) a Sale Event (regardless of whether or not a termination of the Grantee’s [employment/service as director] has occurred), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee that have not previously been forfeited.

(v) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated vesting of the shares of Restricted Stock or all equity awards in general in the event of certain types of employment terminations, a Sale Event, or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control.

3. Incorporation of Plan; Interpretation by Administrator . This Agreement is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. The Administrator may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Administrator may interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Administrator’s interpretation shall not be entitled to deference on and after a Sale Event except to the extent that

such interpretations are made exclusively by members of the board of directors of the Company or relevant committee thereof, who are individuals who served as members of such board or committee, as applicable, before the Sale Event and take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan, this Agreement or the administration or interpretation thereof. In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Administrator, except as provided above, shall be final and binding upon all persons.

4. Legend . The records of the Company and any other documentation evidencing the shares of Restricted Stock shall bear an appropriate legend, as determined by the Company in its sole discretion, to the effect that such shares of Restricted Stock are subject to restrictions as set forth herein, in the Plan and in this Agreement.

5. Withholding and Taxes . No later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the shares of Restricted Stock granted hereunder, the Grantee will pay to the Company or, if appropriate, any of its Subsidiaries, or make arrangements satisfactory to the Administrator regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee. The Grantee may elect to have the required minimum tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Restricted Stock to be issued, or (ii) transferring to the Company, a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.

6. Amendment; Modification . This Agreement may only be modified or amended in a writing signed by the parties hereto, provided that the Grantee acknowledges that the Plan may be amended or discontinued in accordance with Section 19 thereof and that this Agreement may be amended or canceled by the Administrator, on behalf of the Company, for the purpose of satisfying changes in law or for any other lawful purpose, so long as no such action shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s written consent. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by the parties which are not set forth expressly in this Agreement. The failure of the Grantee or the Company to insist upon strict compliance with any provision of this Agreement, or to assert any right the Grantee or the Company, respectively, may have under this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

7. Complete Agreement . This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter

hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

8. No Obligation to Continue Employment or Other Service Relationship . Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue to have the Grantee provide services to it or to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate its service relationship with the Grantee or the employment of the Grantee at any time.

9. No Limit on Other Compensation Arrangements . Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

10. Severability . If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of shares of Restricted Stock hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

11. Law Governing . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS.

12. Headings . Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

13. Notices . Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

14. Counterparts . This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

15. Successors and Assigns . The rights and obligations created hereunder shall be binding on the Grantee and his heirs and legal representatives and on the successors and assigns of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Award to be executed on the [ ] day of [ ], 201 .

	TIER REIT, INC.


	By:
		Name:
		Title:


	Grantee


	Name:

	Address: