Invitation Homes Inc. (Form: 8-K, Received: 06/29/2017 17:03:43)

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): June 23, 2017

Invitation Homes Inc.

(Exact Name of Registrant as Specified in its Charter)



Maryland	001- 38004	90-0939055
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1717 Main Street, Suite 2000, Dallas, Texas 75201

(Address of Principal Executive Offices) (Zip Code)

(972) 421-3600

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x



Item 1.02	Termination of a Material Definitive Agreement.

The information regarding the termination of each of Messrs. Bartling’s, Freedman’s and Tanner’s respective employment agreements described under Item 5.02 below is incorporated herein by reference. A summary of the material terms of such employment agreements is set forth in Invitation Homes Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2016, under Part III, Item 11. “Executive Compensation - Narrative to Summary Compensation Table - Employment Agreements” on pages 83 to 84, which pages are 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.

Annual Equity-Based Awards

On June 23, 2017, as part of the Company’s post-IPO annual compensation review and award process, the Board of Directors (the “Board”), upon recommendation of the Compensation and Management Development Committee (the “Compensation Committee”), approved a new long-term incentive stock program (the “LTIP”) and a form of award agreement (the “LTIP Agreement”) and granted under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Incentive Plan”) equity-based awards in the form of time-vesting restricted stock units (“RSUs”) and performance-vesting RSUs (collectively, the “LTIP RSUs” and, such awards, the “LTIP RSU Awards”).

Each LTIP RSU Award is divided into three tranches (“Tranche 1,” “Tranche 2” and “Tranche 3”) and, within each tranche, 25% of the LTIP RSU Award consists of time-vesting RSUs, and 75% of the LTIP RSU Award consists of performance-vesting RSUs. The material terms of the LTIP RSUs are described below.

Time-Vesting RSUs

The Tranche 1 time-vesting RSUs are scheduled to vest in full on the first anniversary of March 1, 2017, the Tranche 2 time-vesting RSUs are scheduled to vest in two equal installments on each of the first and second anniversaries of March 1, 2017, and the Tranche 3 time-vesting RSUs are scheduled to vest in equal annual installments on each of the first four anniversaries of March 1, 2017, in each case, subject to the executive’s continued employment through the applicable vesting date. If the executive’s employment terminates for any reason other than as described below, all unvested time-vesting RSUs will be forfeited.

Upon a termination of the executive’s employment by the Company without “cause” (as defined in the Incentive Plan) or, if the executive resigns from employment following a “constructive termination” (as defined in the award agreement applicable to the LTIP RSUs, and together, with a termination without cause, a “qualifying involuntary termination”), the next installment of time-vesting RSUs that would have vested on the next scheduled vesting date will vest as of the date of termination. Time-vesting RSUs that are eligible to vest upon a qualifying involuntary termination are subject to the executive’s execution and non-revocation of a release of claims in favor of the Company. Upon an executive’s death or a termination of the executive’s employment by the Company following the executive’s “disability” (as defined in the Incentive Plan), any unvested time-vesting RSUs will vest as of the date of termination. Time-vesting RSUs will also continue to vest according to the original vesting schedule following the executive’s “retirement” (as defined below) and will be subject to forfeiture if the executive violates specified restrictive covenants agreed to with the Company and described below.

Upon a change in control, if the time-vesting RSUs are assumed by the successor or acquiror and a qualifying involuntary termination occurs during the two-year period following a change in control, any then-unvested time-vesting RSUs will vest. Upon a change in control, if the time-vesting RSUs are not assumed by the successor or acquiror, any then-unvested time-vesting RSUs will immediately vest.

“Retirement” is generally defined as a voluntary resignation of employment at such time that the executive is at least 55 years old (60 years old in the case of Mr. Bartling), the participant has at least 10 years of continuous service (no minimum in the case of Mr. Bartling) and the sum of the executive’s age and years of service equals at least 65, provided that the executive has given at least six months’ prior notice of the executive’s retirement.

On June 23, 2017, the Board granted time-vesting RSUs to the Company’s named executive officers in the following amounts: Mr. Bartling was granted 62,157 time-vesting RSUs; Mr. Freedman was granted 25,324; and Mr. Tanner was granted 25,324.

Performance-Vesting RSUs

The performance-vesting RSUs may be earned based on the achievement of performance measures over an approximate one-, two-, or three-year performance period, which performance periods correspond, respectively, to the Tranche 1, Tranche 2 and Tranche 3 LTIP RSU Awards. The number of performance-vesting RSUs that may be earned will be

determined based on performance achieved during the specified performance period. Within each tranche, the performance-vesting RSUs may be earned based on three equally weighted performance measures: (1) the compounded annual growth rate of the Company’s shareholder return (“Absolute TSR”); (2) the compounded annual growth rate of the Company’s same store net operating income (“Same Store NOI Growth CAGR”); and (3) the compounded annual growth in the Company’s adjusted funds from operations (“AFFO CAGR”), with each of the three types of performance-vesting RSUs composing 25% of the LTIP RSU Award.

The respective performance periods are summarized in the table below:



Performance Condition	Tranche 1 Performance Period	Tranche 2 Performance Period	Tranche 3 Performance Period
Absolute TSR ⁽¹⁾	January 31, 2017 - December 31, 2017	January 31, 2017 - December 31, 2018	January 31, 2017 - December 31, 2019
Same Store NOI Growth CAGR	January 1, 2017 - December 31, 2017	January 1, 2017 - December 31, 2018	January 1, 2017 - December 31, 2019
AFFO Growth CAGR	January 1, 2017 - December 31, 2017	January 1, 2017 - December 31, 2018	January 1, 2017 - December 31, 2019

_____________


(1)	The Company’s common stock began trading on the New York Stock Exchange on February 1, 2017. Accordingly, the commencement of the performance period for the performance-vesting RSUs that vest based on Absolute TSR reflects the period following which Absolute TSR can be measured.

Under the terms of the LTIP Agreement, each executive is eligible to earn, in respect of each tranche, a threshold, target and maximum number of performance-vesting RSUs based on whether the performance criteria are achieved at threshold, target or maximum levels. The total number of performance-vesting RSUs earned with respect to each performance measure 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, up to 200% for performance at maximum levels or above. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis.

In general, performance-vesting RSUs are earned on the date after the end of the performance period on which the Compensation Committee certifies the extent to which the performance criteria have been achieved (the “Certification Date”). The Tranche 1 and Tranche 2 performance-vesting RSUs will vest on the Certification Date, subject to the executive’s continued employment through such Certification Date except in the event of a qualifying involuntary termination as described below. The Tranche 3 performance-vesting RSUs will vest, as to 50% of such performance-vesting RSUs, on the applicable Certification Date, subject to the executive’s continued employment through such Certification Date except in the event of a qualifying involuntary termination as described below, and the remaining 50% of such earned performance-vesting RSUs will vest on December 31, 2020, subject to the executive’s continued employment through such applicable anniversary date except in the event of a qualifying involuntary termination as described below. Any unearned performance-vesting RSUs will be forfeited without consideration.

Notwithstanding the foregoing, upon a qualifying involuntary termination prior to the last day of any performance period, a prorated portion of the performance-vesting RSUs will remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the executive was employed. Any performance-vesting RSUs that are earned based on actual performance will vest on, and settle as soon as practicable following, the applicable Certification Date. Upon a qualifying involuntary termination following the last day of any performance period but prior to the Certification Date, any unearned and unvested performance-vesting RSUs will vest on the applicable Certification Date based on actual performance as of the end of the performance period. Upon a qualifying involuntary termination following the Certification Date where such performance-vesting RSUs are subject to continued service-vesting conditions, such earned but unvested RSUs will vest on the executive’s termination date. Performance-vesting RSUs that are eligible to vest upon a qualifying involuntary termination are subject to the executive’s execution and non-revocation of a release of claims in favor of the Company.

Upon a change in control, the number of performance-vesting RSUs that become earned will be calculated based on actual performance through the date of the change in control (or, with respect to AFFO CAGR and Same Store NOI Growth CAGR, through the date of the most recently completed fiscal quarter prior to the change in control) without proration. Any earned performance-vesting RSUs will vest as to 50% of such earned performance-vesting RSUs on the date of the change in control and, as to the remaining 50% on the first anniversary of the change in control (or, in each case, upon a qualifying involuntary termination that occurs within the two-year period following the change in control). If the awards are not assumed

by the successor or acquiror, or are unable to be measured in a consistent manner, any earned performance-vesting RSUs (including the LTIP RSUs that become earned in connection with the change in control) will immediately vest as of the change in control.

On June 23, 2017, the Board granted performance-vesting RSUs to the named executive officers in the following amounts, which amounts assume that target level of performance is achieved (with the actual number of shares to be earned based on the actual achievement of the performance criteria described above): Mr. Bartling was granted 182,030 performance-vesting RSUs; Mr. Freedman was granted 74,164; and Mr. Tanner was granted 74,164.

Dividends

Under the terms of the LTIP Agreement, holders of time-vesting RSUs (whether or not settled) and earned performance-vesting RSUs (whether unvested or vested and not yet settled) are entitled to receive dividends or dividend equivalent payments, as applicable, to the extent dividends are declared on the Company’s common stock. Such dividends or dividend equivalent payments, as applicable, are payable on the same date and in the same form (cash or additional shares of common stock) as are paid to holders of the Company’s common stock. Unearned performance-vesting RSUs accrue dividend equivalents, but such dividends will only be paid to the extent the underlying performance-vesting RSUs are earned and, once earned, are payable on the same date and in the same form as that paid to the Company’s holders of common stock.

Covenants and Clawback

Each of the foregoing executive grantees of LTIP RSUs is subject to restrictive covenants related to post-employment non-solicitation and non-competition for twelve months following any termination of employment and indefinite covenants covering trade secrets, confidentiality and non-disparagement. Under the LTIP Agreement, if there is a restrictive covenant violation or the executive grantee engages in a detrimental activity (as defined in the LTIP Agreement) in the four-year period following the grant date, the executive will be required to pay the Company 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. In addition, the LTIP RSU Awards are subject to clawback in the event of a restatement of the Company’s financial results due to the executive’s fraud or intentional illegal conduct where such restatement results in fewer earned performance-vesting RSUs, as well as any additional Company clawback policy.

Retention Equity-Based Awards

On June 23, 2017, the Board, upon recommendation of the Compensation Committee, also approved a form of award agreement (the “Retention Award Agreement”) and granted to each of Messrs. Freedman and Tanner 138,122 time-vesting RSUs (collectively, the “Retention RSUs”). The Retention RSUs granted to Messrs. Freedman and Tanner will generally vest in two equal installments on June 19, 2021 and June 19, 2022, subject to the executive’s continued employment through the applicable vesting date. If the executive’s employment terminates for any reason other than as described below, all unvested Retention RSUs will be forfeited.

Upon a qualifying involuntary termination of the executive’s employment, a prorated portion of the total number of Retention RSUs originally granted to the executive will vest as of the date of termination, based on the total number days the executive was employed during the five-year vesting period, subject to the executive’s execution and non-revocation of a release of claims in favor of the Company.

Upon a change in control, if the Retention RSUs are assumed by the successor or acquiror, then the Retention RSUs will vest on the scheduled vesting dates and, if a qualifying involuntary termination occurs during the two-year period following the change in control, all of the Retention RSUs will vest. If the Retention RSUs are not assumed by the successor or acquiror, any then-unvested Retention RSUs will immediately vest.

The other terms of the Retention RSUs, including the terms related to dividends or dividend equivalent payments, as applicable, restrictive covenants and clawback are substantially the same as with those applicable to the LTIP RSUs.

Executive Severance Plan

On June 23, 2017, the Board, upon recommendation of the Compensation Committee, approved and adopted the Invitation Homes Inc. Executive Severance Plan (the “Severance Plan”) for employees of the Company at the level of Senior Vice President and above and selected by the Compensation Committee, who include the Company’s named executive officers. As a condition to becoming eligible for benefits under the Severance Plan, each participant must agree to terminate and cancel such other employment, severance protection or other individual prior agreement relating to severance or termination benefits. As a result, Mr. Bartling’s employment agreement, dated as of November 25, 2014, Mr. Freedman’s employment agreement, dated as of September 4, 2015, and Mr. Tanner’s employment agreement, dated as of November 9, 2015, terminate effective with such executive’s participation in the Severance Plan, and the covenants set forth in each of Messrs. Bartling’s, Freedman’s

and Tanner’s employment agreement are incorporated into the Severance Plan for purposes of the covenants respectively applicable to such executives under the Severance Plan.

The Severance Plan provides for payment of severance and other benefits to eligible executives in the event of a termination of employment with the Company without cause or following a constructive termination (each as defined in the Severance Plan and each, a “covered termination”), or for a limited number of individuals, including the Company’s named executive officers, the event of a termination with the Company as a result of death or disability (as such terms are defined in the Severance Plan), in each case, subject to the (i) executive’s execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants covering trade secrets, confidentiality and non-disparagement.

In the event of a covered termination, in addition to certain accrued obligations, which the named executive officer has earned and to which he is entitled, the Severance Plan provides for the following additional payments and benefits:


•	a lump-sum pro-rata cash bonus for the year of termination based on actual performance;

•

a cash payment equal to the sum of the executive’s (x) annual base salary and (y) bonus based on target performance (the “cash severance amount”) times the multiplier applicable to such executive (which is 2.0 for Mr. Bartling and 1.5 for Messrs. Freedman and Tanner), payable in equal monthly installments over the applicable severance period (which is 24 months for Mr. Bartling and 18 months for Messrs. Freedman and Tanner); and


•	continued health insurance coverage at substantially the same level as provided immediately prior to such termination, at the same cost as generally provided to similarly situated active Company employees (the “welfare benefit”), for a period of 12 months.

Notwithstanding the foregoing, in the event such covered termination occurs during the two-year period following a change in control (as defined in the Severance Plan), in addition to certain accrued obligations, which the named executive officer has earned and to which he is entitled, the Severance Plan provides for the following payments and benefits:


•	a lump-sum pro-rata cash bonus for the year of termination based on actual performance;


•	a lump-sum cash payment equal to the sum of the executive’s (x) annual base salary and (y) bonus based on target performance (the “cash severance amount”) times the multiplier applicable to such executive (which is 3.0 for Mr. Bartling and 2.25 for Messrs. Freedman and Tanner);


•	continued health insurance coverage at substantially the same level as provided immediately prior to such termination, at the same cost as generally provided to similarly situated active Company employees (the “welfare benefit”), for a period of 18 months; and


•	any RSUs in respect of awards granted on or prior to February 6, 2017, which are unvested at the time of termination, shall vest and settle.

In the event of a termination with the Company as a result of the named executive officer’s death or disability (as defined in the Incentive Plan), in addition to certain accrued obligations, which the named executive officer has earned and to which he is entitled, the Severance Plan provides for a lump-sum pro-rata bonus for the year of termination, calculated based on the greater of (i) target bonus for the year of termination and (ii) the actual annual bonus paid in respect of the year prior to the year of termination.

In addition, Mr. Tanner is entitled to reimbursement of reasonable relocation expenses consistent with the Company’s relocation policy then in effect if he experiences a qualifying involuntary termination prior to November 9, 2018, and Mr. Freedman is entitled to reimbursement of reasonable relocation expenses if his employment is terminated by the Company without cause following specified circumstances involving a sale or liquidation of the Company. Each such executive is also entitled to the payment of any taxes he incurs with these relocation reimbursements.

The foregoing summaries are qualified in their entirety by reference to the LTIP Agreement, the Retention Award Agreement and the Severance Plan, copies of which are filed herewith as Exhibits 10.1, 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		Form of Award Notice and Restricted Stock Unit Agreement (Annual Equity Award)
10.2		Form of Award Notice and Restricted Stock Unit Agreement (Retention Award - Messrs. Freedman and Tanner)
10.3		Invitation Homes Inc. Executive Severance Plan
99.1		The section under Part III, Item 11, entitled “Executive Compensation - Narrative to Summary Compensation Table - Employment Agreements” (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (File No. 001-38004))

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.



INVITATION HOMES INC.


By:	/s/ Mark A. Solls
	Name:	Mark A. Solls
	Title:	Executive Vice President, Secretary and Chief Legal Officer

Date: June 29, 2017

EXHIBIT INDEX

Exhibit No. Description



10.1		Form of Award Notice and Restricted Stock Unit Agreement (Annual Equity Award)
10.2		Form of Award Notice and Restricted Stock Unit Agreement (Retention Award - Messrs. Freedman and Tanner)
10.3		Invitation Homes Inc. Executive Severance Plan
99.1		The section under Part III, Item 11, entitled “Executive Compensation - Narrative to Summary Compensation Table - Employment Agreements” (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (File No. 001-38004))

Exhibit 10.1

AWARD NOTICE

AND
RESTRICTED STOCK UNIT AGREEMENT

(2017 Annual LTIP Award Agreement)

INVITATION HOMES INC.

2017 OMNIBUS INCENTIVE PLAN

The Participant has been granted Restricted Stock Units (“ RSUs ”) with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement entered into by and between the Participant and the Company to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan, as applicable.

Participant : [ First Name ] [ Last Name ]

Date of Grant : [ date ]

Vesting Start Date : March 1, 2017

Restricted Stock Units Granted : [•] RSUs



Tranche	Time Vesting RSUs	Performance Vesting RSUs (Target)
Tranche 1	[•]	[•]
Tranche 2	[•]	[•]
Tranche 3	[•]	[•]


1.	Time Vesting RSUs .

(a) The Tranche 1 Time Vesting RSUs shall vest on the first anniversary of the Vesting Start Date, subject to the Participant’s continued employment through the applicable vesting date .

(b) The Tranche 2 Time Vesting RSUs shall vest in equal installments on each of the first and second anniversaries of the Vesting Start Date, subject to the Participant’s continued employment through the applicable vesting date; provided , that if the number of RSUs specified above is not evenly divisible by two, then no fractional units shall vest and the installments shall be as equal as possible with the smaller installment vesting first .

(c) The Tranche 3 Time Vesting RSUs shall vest in equal installments on each of the first four anniversaries of the Vesting Start Date, subject to the Participant’s continued employment through the applicable vesting date; provided , that if the number of RSUs specified above is not evenly divisible by four, then no fractional units shall vest and the installments shall be as equal as possible with the smaller installments vesting first .

2. Performance Vesting RSUs . The Tranche 1 Performance Vesting RSUs, Tranche 2 Performance Vesting RSUs, and Tranche 3 Performance Vesting RSUs (collectively, the “ Performance Vesting RSUs ”) will become earned (“ Earned RSUs ”) based on the achievement of the Performance Conditions set forth below with respect to the applicable Performance Period specified below.

(a) Performance Conditions .

(i) Tranche 1 Performance Vesting RSUs . The number of Tranche 1 Performance Vesting RSUs that become Earned RSUs shall be based on the achievement of the Performance Conditions set forth below, with the number of Tranche 1 Performance Vesting RSUs earned in respect of each Performance Condition equal to (x) the target number of Tranche 1 Performance Vesting RSUs multiplied by (y) the Relative Weighting multiplied by (z) the applicable Percentage of Award Earned (calculated in accordance with 2(b)), rounded down to the nearest whole share.



Tranche 1 Performance Condition	Performance Period	Relative Weighting	Threshold Level of Achievement	Target Level (or Target Range) of Achievement	Maximum Level of Achievement
Absolute TSR	January 31, 2017 – December 31, 2017	[•]	[•]	[•]	[•]
Same Store NOI Growth CAGR	January 1, 2017 – December 31, 2017	[•]	[•]	[•]	[•]
AFFO Growth CAGR	January 1, 2017 – December 31, 2017	[•]	[•]	[•]	[•]

(ii) Tranche 2 Performance Vesting RSUs . The number of Tranche 2 Performance Vesting RSUs that become Earned RSUs shall be based on the achievement of the Performance Conditions set forth below, with the number of Tranche 2 Performance Vesting RSUs earned in respect of each Performance Condition equal to (x) the target number of Tranche 2 Performance Vesting RSUs multiplied by (y) the Relative Weighting multiplied by (z) the applicable Percentage of Award Earned (calculated in accordance with 2(b)), rounded down to the nearest whole share.



Tranche 2 Performance Condition	Performance Period	Relative Weighting	Threshold Level of Achievement	Target Level of Achievement	Maximum Level of Achievement
Absolute TSR	January 31, 2017 – December 31, 2018	[•]	[•]	[•]	[•]
Same Store NOI Growth CAGR	January 1, 2017 – December 31, 2018	[•]	[•]	[•]	[•]
AFFO Growth CAGR	January 1, 2017 – December 31, 2018	[•]	[•]	[•]	[•]

(iii) Tranche 3 Performance Vesting RSUs . The number of Tranche 3 Performance Vesting RSUs earned shall be based on the achievement of the Performance Conditions set forth below, with the number of Tranche 3 Performance Vesting RSUs earned in respect of each Performance Condition equal to (x) the target number of Tranche 3 Performance Vesting RSUs multiplied by (y) the Relative Weighting multiplied by (z) the applicable Percentage of Award Earned (calculated in accordance with 2(b)), rounded down to the nearest whole share.



Tranche 3 Performance Condition	Performance Period	Relative Weighting	Threshold Level of Achievement	Target Level of Achievement	Maximum Level of Achievement
Absolute TSR	January 31, 2017 – December 31, 2019	[•]	[•]	[•]	[•]
Same Store NOI Growth CAGR	January 1, 2017 – December 31, 2019	[•]	[•]	[•]	[•]
AFFO Growth CAGR	January 1, 2017 – December 31, 2019	[•]	[•]	[•]	[•]

(b) Calculation of Number of Earned Units . Following the last day of each Performance Period, the Committee shall calculate the Percentage of Award Earned with respect to each Performance Condition, based on the percentages specified below. If actual performance with respect to any Performance Condition is between “Threshold” and the lower number of the “Target Range” or the higher number of the “Target Range” and “Maximum” levels of achievement, the Percentage of Award Earned shall be determined using linear interpolation (and rounded to the nearest whole percentage point) between such numbers. In the event that actual performance does not meet the Threshold Level of Achievement with respect to any Performance Condition, the “Percentage of Award Earned” with respect to such Performance Condition shall be zero. All determinations with respect to whether and the extent to which a Performance Condition has been achieved shall be made by the Committee in its sole discretion and the applicable Performance Conditions shall not be achieved and the Performance Vesting RSUs shall not become Earned RSUs until the Committee certifies in writing the extent to which such Performance Conditions have been met.



Level of Achievement	Percentage of Award Earned
Below Threshold	0%
Threshold	50%
Target (or within the Target Range)	100%
Maximum	200%
Above Maximum	200%

(c) Unvested RSUs Forfeited . Any Performance Vesting RSUs which do not become Earned RSUs based on actual performance during the applicable Performance Period shall be forfeited as of the last day of the Performance Period, except to the extent set forth in Restricted Stock Unit Agreement.


3.	Vesting of Earned RSUs .

(a) Any Tranche 1 Performance Vesting RSUs and Tranche 2 Performance Vesting RSUs that become Earned RSUs shall become vested on the Determination Date for the applicable Performance Period.

(b) Any Tranche 3 Performance Vesting RSUs that become Earned RSUs shall become vested as to 50% of such Earned RSUs on the applicable Determination Date, and as to the remaining 50% of the RSUs on the first anniversary of the last day of the applicable Performance Period.


4.	Definitions . For the purposes of this Award Notice:

(a) “ Absolute TSR ” shall be calculated as the CAGR, expressed as a percentage (rounded 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 the Performance Period, assuming dividends are reinvested on their respective ex-dividend dates, and calculated using the Beginning Share Price and the Ending Share Price.

(b) “ AFFO Growth ” means funds from operations (“FFO”) adjusted for amortization of deferred financing costs and discounts related to our financing arrangements, share-based compensation expense, offering related expenses, severance expenses, casualty losses, net noncash interest expense for derivatives, and acquisition costs, as applicable less recurring capital expenditures that are necessary to help preserve the value of and maintain functionality of the homes.

(c) “ Beginning Share Price ” shall mean the $20 per share of common stock (subject to adjustment in accordance with Section 14 of the Plan).

(d) “ CAGR ” shall mean compounded annual growth rate, and shall be expressed as a percentage (rounded to the nearest tenth of a percent 0.1%) and shall be calculated for each performance period using the following formula:

(e) “ Determination Date ” shall mean, with respect to any Performance Period, the date the Performance Conditions for such Performance Period are certified by the Committee in writing.

(f) “Ending Share Price” with respect to any Performance Period shall mean the 20 day trailing average closing stock price on the last trading day of a Performance Period.

(g) “ Same Store NOI Growth ” means net operating income (“ NOI ”) for an identified population of homes as rental revenues and other property income less property operating and maintenance expense (which consists primarily of property taxes, insurance, HOA fees (when applicable), market level personnel expenses, repairs and maintenance, leasing costs and marketing), and excludes: interest expense; depreciation and amortization; general and administrative expense; property management expense, net of tax; impairment and other; acquisition costs; (gain) loss on sale of property; and interest income and other miscellaneous income and expenses.

RESTRICTED STOCK UNIT AGREEMENT

(2017 GRANT)

INVITATION HOMES INC.

2017 OMNIBUS INCENTIVE PLAN

This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Invitation Homes Inc., a Maryland corporation (the “ Company ”), and the Participant (as defined below).

WHEREAS , the Company has adopted the Invitation Homes Inc. 2017 Omnibus Incentive Plan (as it may be amended, the “ Plan ”) in order to provide additional incentives to selected officers, employees, consultants and advisors of the Company Group; and

WHEREAS , the Committee (as defined in the Plan) responsible for administration of the Plan has determined to grant RSUs to the Participant as provided herein and the Company and the Participant hereby wish to memorialize the terms and conditions applicable to such RSUs.

NOW, THEREFORE , the parties hereto agree as follows:

1. Definitions . Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:

(a) “ Agreement ” shall mean this Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice and Appendix A.

(b) “ Award Notice ” shall mean the notice to the Participant with respect to the RSUs granted under this Agreement.

(c) “ Constructive Termination ” shall have the meaning set forth in any employment agreement, or if no such agreement exists, the meaning set forth in any other agreement providing for severance benefits (including a participation notice under the Company’s Executive Severance Plan) entered into by the Participant and a member of the Company Group, as may be amended, modified or supplemented from time to time, or, if no such agreement exists at the time of a termination of employment or service, (i) a material reduction in the Participant’s total compensation opportunity (measured as base salary, target annual bonus opportunity, and target long-term cash incentive opportunity in the aggregate) other than in connection with an across-the-board reduction of compensation which does not exceed 10% of the Participant’s base salary and that is applied to all senior executives of the Company; or (ii) a relocation of the Participant’s principal place of employment by more than 50 miles; provided that any event described in clause (i) or (ii) above shall not constitute a Constructive Termination unless the Company fails to cure such event within 30 days after receipt from the Participant of written notice of the event which otherwise would constitute Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 60 ^th day following the Participant’s knowledge thereof, unless the Participant has given the Board written notice thereof prior to such date.

(d) “ Date of Grant ” shall mean the “Date of Grant” listed in the Award Notice.

(e) “ Detrimental Activity ” shall mean the Participant’s (i) willful or repeated failure or refusal to perform such duties which results in demonstrable material harm to the Company Group, following written notice from the Committee and ten days opportunity to cure; (ii) conviction of, or plea of guilty or no contest to, (A) any felony; or (B) any other crime that results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (iii) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or any other member of the Company Group; or (iv) act of personal dishonesty that involves personal profit in connection with the Participant’s employment or service to the Service Recipient.

(f) “ Participant ” shall mean the “Participant” listed in the Award Notice.

(g) “ Qualifying Termination ” shall mean the Participant’s employment or service, as applicable, with the Company Group is terminated by the Company Group without Cause, or is terminated by the Participant following a Constructive Termination.

(h) “ Restrictive Covenant Violation ” shall mean the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

(i) “ Retirement ” shall mean the Participant’s voluntary resignation from employment, other than while grounds for “Cause” exist, when [(x) the Participant’s age is at least 55 years old, (y) the Participant’s Years of Service is at least ten years, and (z) the sum of the Participant’s age and years of service is at least 65][(x) the Participant’s age is at least 60 and (y) the sum of the Participant’s age and years of service is at least 65]. ¹

¹ Applies to Messrs. Bartling, Gordon, Lavine and Solls.

(j) “ RSUs ” shall mean that number of Restricted Stock Units listed in the Award Notice as “Restricted Stock Units Granted.”

(k) “ Shares ” shall mean a number of shares of the Company’s Common Stock equal to the number of RSUs.

(l) “ Years of Service ” shall mean the number of full months (converted to years) of employment and other business relationships with the Company and its predecessors.

2. Grant of Units . The Company hereby grants the RSUs to the Participant, each of which represents the right to receive one Share upon vesting of such RSU, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement.

3. RSU Account . The Company shall cause an account (the “ Unit Account ”) to be established and maintained on the books of the Company to record the number of RSUs credited to the Participant under the terms of this Agreement. The Participant’s interest in the Unit Account shall be that of a general, unsecured creditor of the Company.

4. Vesting; Settlement . The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan) which becomes vested in a given calendar year, pursuant to Section 12, below, and such vested RSU shall be cancelled upon such delivery.


5.	Termination of Employment .

(a) In the event that the Participant’s employment or service, as applicable, with the Company Group terminates for any reason, any unvested RSUs shall be forfeited and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the effective date of termination (the “ Termination Date ”) (unless otherwise provided for by the Committee in accordance with the Plan or this Agreement).

(b) Notwithstanding the foregoing, in the event of a Qualifying Termination, subject to the Participant’s execution and non-revocation of the Company’s standard form of release of claims:

(i) The next installment of Time Vesting RSUs which could become vested in accordance with the Award Notice, and all Earned RSUs outstanding under this Agreement, shall become vested and settled in accordance with this Agreement.

(ii) With respect to any Performance Vesting RSUs for which the applicable Performance Period has not been completed, a prorated portion of the Performance Vesting RSUs will remain outstanding and eligible to vest based on actual performance on the last day of the Performance Period, with such proration based on the number of days the Participant was employed during the Performance Period, relative to the total number of days in the Performance Period. Any Performance Vesting RSUs which become Earned RSUs following the applicable Determination Date shall become vested and settled in accordance with Section 4 as soon as practicable following the Determination Date.

(i) the Time Vesting RSUs and any Earned RSUs outstanding under this Agreement shall become vested as of the Termination Date and settled as soon as practicable following the Termination Date.

was employed during the Performance Period, relative to the total number of days in the Performance Period. Any Performance Vesting RSUs which become Earned RSUs following the applicable Determination Date shall become vested and settled in accordance with Section 4 as soon as practicable following the Determination Date.

(d) Notwithstanding the foregoing, in the event of a Participant’s Retirement following written notice at least six months prior to the date of the Participant’s resignation:

(i) The Time Vesting RSUs outstanding under this Agreement shall remain outstanding and eligible to vest so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date.

(ii) Earned RSUs outstanding under this Agreement shall remain outstanding and eligible to vest so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date.

(iii) A prorated number of Performance Vesting RSUs shall remain outstanding and eligible to become Earned RSUs, notwithstanding the Participant’s Retirement, based on the extent to which the Performance Conditions are satisfied following the completion of the Performance Period, with such proration based on the number of days the Participant was employed during the Performance Period, relative to the total number of days in the Performance Period. Any Performance Vesting RSUs which become Earned RSUs pursuant to this Section 5(c) shall become vested in accordance with Section 5(c)(ii).

(e) The Participant’s rights with respect to the RSUs shall not be affected by any change in the nature of the Participant’s employment or service, as applicable, so long as the Participant continues to be an employee or service provider, as applicable, of the Company Group. Whether (and the circumstances under which) the Participant’s employment or service, as applicable, has terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) of the Exchange Act, its designee, whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the RSUs). As a pre-condition to a Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred.


6.	Change in Control .

(a) Treatment of Performance Vesting RSUs .

(i) Calculation of Change in Control Earned RSUs . In the event of a Change in Control during the Participant’s employment and prior to the completion of the Performance Period, the Performance Vesting RSUs will become Earned RSUs based on:

(A) the Company’s Absolute TSR as measured through the date of the Change in Control based on the closing price of a Share of the Company on the last trading day immediately prior to the Change in Control (or, if the Company’s shares are not publicly traded immediately prior to the Change in Control, based on the value of a Share as determined by the Committee based on the actual or implied price paid in the Change in Control) relative to the performance criteria set forth in the Award Notice, and

(B) the Company’s actual Same Store NOI Growth and AFFO Growth measured through the most recently completed fiscal quarter relative to the performance criteria set forth in the Award Notice.

The number of Earned RSUs calculated in accordance with the foregoing (the “ Change in Control Earned RSUs ”) shall not be prorated based on the number of completed days in the Performance Period.

(ii) Vesting of Change in Control Earned RSUs . Any Tranche 1 Performance Vesting RSUs or Tranche 2 Performance Vesting RSUs which become Change in Control Earned RSUs shall become vested as of the date of the Change in Control, and any Tranche 3 Performance Vesting RSUs which become Change in Control Earned RSUs shall become vested as to 50% of such Change in Control Earned RSUs as of the date of the Change in Control, and as to the remaining 50% of the Change in Control Earned RSUs on the first anniversary of the date of the Change in Control.

(b) Certain Terminations Following a Change in Control . Notwithstanding Section 5(a) of this Agreement, in the event of a Qualifying Termination during the 24-month period immediately following a Change in Control, any unvested Time Vesting RSUs, Earned RSUs, and Change in Control Earned RSUs shall become vested as of the Termination Date, and shall thereafter be settled in accordance with this Agreement.

(c) Assumption of Awards . In the event of a Change in Control, in connection with which the successor to the Company fails to assume, convert or replace the RSUs, the Time Vesting RSUs, Earned RSUs, and the Change in Control Earned RSUs, to the extent not assumed, will become vested as of immediately prior to the Change in Control.


7.	Dividends .

(a) Upon the declaration by the Company of dividends to holders of its Common Stock, the Participant shall be entitled to receive dividend equivalent payments (“ Dividend Equivalents ”) in respect of all of such Participant’s Time Vesting RSUs and any Earned RSUs, whether unvested or vested and not yet settled, as of the record date for such dividend. The Dividend Equivalents shall be delivered to the Participant on the regular payment date that such dividend is made to all holders of the Company’s Common Stock and in the same form as are delivered to holders of the Company’s Common Stock (i.e., in either cash, without interest, or in shares of Common Stock which Common Stock will not be not subject to any vesting conditions).

(b) Unearned Performance Vesting RSUs shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on Shares), which shall accrue in cash without interest and shall be delivered in cash (unless the Committee in its sole discretion, elects to settle such amount in Shares having a Fair Market Value as of the

settlement date equal to the amount of such dividends). Accumulated dividend equivalents shall be payable at such time the Performance Vesting RSUs become Earned RSUs. For the avoidance of doubt, dividends accrued in respect of Performance Vesting RSUs shall only be paid to the extent the underlying Performance Vesting RSU becomes an Earned RSU, and to the extent any Performance Vesting RSUs are forfeited and not earned, the Participant shall have no right to such dividend equivalent payments.

8. Restrictions on Transfer . The Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs or the Participant’s right under the RSUs to receive Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any of its Affiliates; provided , that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

9. Repayment of Proceeds; Clawback Policy . In the event of a Restrictive Covenant Violation or if the Participant engages in Detrimental Activity prior to the fourth anniversary of the Date of Grant, 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 the Participant therefor, an amount equal to the aggregate after-tax proceeds the Participant received upon the sale or other disposition of, or distributions in respect of, the RSUs (including any Dividend Equivalents previously paid) and any Shares issued in respect thereof. In addition, in the event of a restatement of the Company’s financial results (other than a restatement caused by a change in applicable accounting rules or interpretations), the result of which is that the number of RSUs that became Earned RSUs would have been a lower amount had it been calculated based on such restated results, and the Committee determines that the Participant engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement, the Company shall be entitled to recoup from the Participant, an amount equal to the excess of the compensation received by the Participant over the amount the Participant would have been entitled to if calculated based on the restated financial results. The amount of any request for clawback or recoupment shall take 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. The RSUs and all proceeds of the RSUs shall be subject to the Company’s clawback policies, if any, and as in effect from time to time, to the extent any such policy is required by law.

10. No Right to Continued Employment or Engagement . Neither the Plan nor this Agreement nor the Participant’s receipt of the RSUs hereunder shall impose any obligation on the Company or any of its Affiliates to continue the employment or engagement of the Participant. Further, the Company or any of its Affiliates (as applicable) may at any time terminate the employment or engagement of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.

11. No Rights as a Stockholder . The Participant’s interest in the RSUs shall not entitle the Participant to any rights as a stockholder of the Company. The Participant shall not be deemed to be the holder of, or have any of the rights and privileges of a stockholder of the Company in respect of, the Shares unless and until such Shares have been issued to the Participant in accordance with Section 13.

12. Adjustments Upon Change in Capitalization . The terms of this Agreement, including the RSUs, the Participant’s Unit Account, any Dividend Equivalents, and/or the Shares, shall be subject to adjustment in accordance with Section 14 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Company’s Common Stock (whether in the form of cash or other property). In the event of an equity restructuring, the Committee shall adjust any Performance Condition to the extent it is affected by such restructuring in order to preserve (without enlarging) the likelihood that such Performance Condition shall be satisfied. The manner of such adjustment shall be determined by the Committee in its sole discretion. For this purpose, “equity restructuring” shall mean an “equity restructuring” as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R).


13.	Settlement and Issuance of Shares; Tax Withholding .

(a) The Company shall, as soon as reasonably practicable (and in any event within two and one-half months of the applicable vesting date or such earlier time provided in Section 4), issue the Share underlying such vested RSU to the Participant, free and clear of all restrictions, less a number of Shares equal to or greater in value than the minimum amount necessary to satisfy federal, state, local or foreign withholding tax requirements, if any (but which may in no event be greater than the maximum statutory withholding amounts in the Participant’s jurisdiction) (the “ Withholding Taxes ”) in accordance with Section 16(d) of the Plan (except to the extent the Participant shall have a written agreement with the Company or any of its Affiliates under which the Company or an Affiliate of the Company is responsible for payment of taxes with respect to the issuance of the Shares, in which case the full number of Shares shall be issued). To the extent any Withholding Taxes may become due prior to the settlement of any RSUs, the Committee may accelerate the vesting of a number of RSUs equal in value to the Withholding Taxes, the Shares delivered in settlement of such RSUs shall be delivered to the Company, and the number of RSUs so accelerated shall reduce the number of RSUs which would otherwise become vested on the next applicable vesting date. The number of RSUs or Shares equal to the Withholding Taxes shall be determined using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares to the Participant or the Company, as applicable, and shall be rounded up to the nearest whole RSU or Share.

(b) The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be eliminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading.

14. Award Subject to Plan . By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The 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.

15. Severability . Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.


16.	Governing Law; Arbitration and Venue .

(a) 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.

(b) Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising with respect to the matters set forth in Appendix A, to the extent necessary for the Company (or other member of the Company Group, where applicable) to avail itself of the rights and remedies referred to therein) that is not resolved by Participant and the Company (or other member of the Company Group, where applicable) through good-faith negotiations shall be submitted to arbitration in Dallas, Texas and the employment arbitration rules and procedures of the American Arbitration Association, before an arbitrator experienced in employment and compensation disputes who is licensed to practice law in the State of Texas. The determination of the arbitrator shall be conclusive and binding on the Company (or other member of the Company Group, where applicable) and Participant (or its heirs, beneficiaries or assigns, where applicable) and judgment may be entered on the arbitrator(s)’ award in any court having component jurisdiction. Each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment hereby irrevocably waives (a) 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 Maryland; (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum; and (c) any right to a jury trial.

17. Successors in Interest . Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.


18.	Data Privacy Consent .

(a) General . The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Participant’s employer or contracting party (the “ Employer ”) and the Company for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, work location and phone number, date of birth, social insurance number or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled,

exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“ Personal Data ”).

(b) Use of Personal Data; Retention . The Participant understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, now or in the future, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Personal Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.

(c) Withdrawal of Consent . The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career with the Employer will not be adversely affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

19. Restrictive Covenants . The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates, that the Participant will be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company and its Affiliates. Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “ Restrictive Covenants ”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.

will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) grants of RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis, and for the avoidance of doubt, the RSUs shall not constitute an “acquired right” under the applicable law of any jurisdiction; and (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to RSU proceeds in consequence of the termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract.

21. Award Administrator . The Company may from time to time designate a third party (an “ Award Administrator ”) to assist the Company in the implementation, administration and management of the Plan and any RSUs granted thereunder, including by sending award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of RSU Agreements by Participants.


22.	Section 409A of the Code .

(a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder.

(b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) 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 of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection 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 of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

23. Book Entry Delivery of Shares . Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.

24. Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

25. Acceptance and Agreement by the Participant . By accepting the RSUs (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. The Participant’s rights under the RSUs will lapse forty-five (45) days from the Date of Grant, and the RSUs will be forfeited on such date if the Participant shall not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement shall not affect the Participant’s continuing obligation sunder any other agreement between the Company and the Participant.

26. No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

27. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

28. Waiver . The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.

29. Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together with the Award Notice constitute one in the same agreement.

[ Signatures follow ]



INVITATION HOMES INC.

By:
	[NAME]
	[TITLE]

Acknowledged and Agreed

as of the date first written above:

______________________________

Participant Signature

[ Signature Page to Restricted Stock Unit Agreement ]

Appendix A - 1

APPENDIX A
Restrictive Covenants

1. Non-Competition; Nonsolicitation .

(a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows:

(i) During the Participant’s employment or service, as applicable, and for a period equal to one year following the date the Participant ceases employment or service, as applicable, for any reason (the “ Restricted Period ”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“ Person ”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable.

(ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly:

(A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to plans to engage in the Business during the Restricted Period);

(B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or

(C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant.

(iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict ownership of any number of single-family homes for personal use by the Participant or up to five additional single-family homes as personal investments.

Appendix A - 2

(iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; or

(B) hire any employee who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service, as applicable, or terminated employment within one year prior to the termination of the Participant’s employment or service, as applicable.

(v) For purposes of this Appendix A:

(A) “ Business ” shall mean the business of acquiring controlling investments in, owning, developing, leasing, operating or managing one to four unit residential real properties, including single-family homes in planned unit developments and individual single family townhomes and individual residential condominium units in a low-rise or high-rise condominium project, where such properties are located in the United States but excluding, for the avoidance of doubt, (1) any activities undertaken with the prior written consent of the Board sought in accordance with sub-sections (a)(i) or (a)(ii), and (2) acting as a broker with respect to leasing and sale transactions.

(B) “ Competitor ” shall mean any Person engaged in the Business in direct competition with the Company and its Subsidiaries, but excluding any Person for which less than 10% of its revenue during its most recent fiscal year is derived from activities similar to the Business.

(b) It is expressly understood and agreed that although the Participant and the Restricted Group consider the restrictions contained in this Section 1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against the Participant, the provisions of this Appendix A shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(c) The period of time during which the provisions of this Section 1 shall be in effect shall be extended by the length of time during which the Participant is in breach of the

Appendix A - 3

terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(d) The provisions of this Section 1 shall survive the termination of the Participant’s employment or service for any reason

(e) Notwithstanding anything herein to the contrary, Sections 1(a)(i) and 1(a)(ii) shall not apply to the Participant if the Participant’s principal place of employment or the state in which the Participant provides services, in each case on the Date of Grant, is located in the State of California.

2. Confidentiality; Intellectual Property .


(c)	Confidentiality .

(i) The Participant will not at any time (whether during or after the Participant’s employment or engagement, as applicable) (x) retain or use for the benefit, purposes or account of the Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company and its Affiliates (other than its professional advisers who are bound by confidentiality obligations, lenders and partners or otherwise in performance of the Participant’s employment or engagement duties), any proprietary and non-public/confidential information (including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Restricted Group (“ Confidential Information ”) without the prior written authorization of the board of directors of the Company; provided , however , that the conscious awareness of any Confidential Information (as opposed to the physical possession of documentary Confidential Information) by the Participant, and the Participant’s consideration of such information in connection with the Participant’s pursuit or evaluation of, involvement with or participation in, any project or activity that is not prohibited by this Appendix A shall be deemed not to constitute a breach of Section 2(a)(i)(x) or Section 2(a)(iv)(x) in any manner whatsoever, unless such Participant’s use of such Confidential Information has an objective and detrimental impact on the business of the Company and its Subsidiaries.

(ii) “Confidential Information” shall not include any information that is (x) generally known to the industry or the public other than as a result of the Participant’s breach of this covenant; (y) made legitimately available to the Participant by a third party without breach of any confidentiality obligation of which the Participant has knowledge (it being understood that any information made available by an employee, officer or director of the Company Group shall not be protected by this exclusion); or (z) required by law to be disclosed; provided , that with respect to subsection (z) the Participant shall

Appendix A - 4

give prompt written notice to the Company of such requirement and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii) Except as required by law, the Participant will not disclose to anyone, other than the Participant’s family (it being understood that, in this Appendix A, the term “family” refers to the Participant, the Participant’s spouse, minor children, parents and spouse’s parents) and legal or financial advisors, the existence or contents of this Agreement; provided , that the Participant may disclose to any prospective future employer the provisions of Sections 1 and 2 of this Appendix A; provided , further , that any such employer agrees to maintain the confidentiality of such terms. This Section 2(a)(iii) shall terminate if any member of the Company Group publicly discloses a copy of the Restricted Stock Unit Agreement or this Appendix A (or, if any member of the Company Group publicly discloses summaries or excerpts of the Subscription Agreement or this Appendix A, to the extent so disclosed).

(iv) Upon termination of the Participant’s employment or service for any reason, the Participant shall (x) except as otherwise provided herein, cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by any member of the Restricted Group; (y) immediately destroy, delete, or return to the Company, at the Company’s option and expense, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in the Participant’s possession or control (including any of the foregoing stored or located in the Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that the Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and reasonably cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which the Participant is or becomes aware.

(d) Intellectual Property .

(i) If the Participant creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, intellectual property, materials, documents or other work product (including, without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials), either alone or with third parties, at any time during the Participant’s employment or engagement and within the scope of such employment or engagement and with the use of any the Company’s resources (the “ Company Works ”), the Participant shall promptly and fully disclose the same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the

Appendix A - 5

Company to the extent ownership of any such rights does not vest originally in the Company.

(ii) The Participant shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works. If the Company is unable for any other reason, to secure the Participant’s signature on any document for this purpose, then the Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Participant’s agent and attorney in fact, to act for and in the Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.

(iii) The provisions of Section 2 hereof shall survive the termination of the Participant’s employment or engagement, in either case, for any reason.

(e) Protected Rights . Nothing contained in this Agreement or any other plan, policy, agreement, or code of conduct or similar arrangement of the Company Group, limits Participant’s ability to (i) disclose any information to governmental agencies or commissions as may be required by law, (ii) file a charge or complaint with, or communicate or cooperate with, any U.S. federal, state, or local governmental agency or commission (a “ Governmental Entity ”), or otherwise participate in any investigation or proceeding that may be conducted by a Governmental Entity with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case all such charges, complaints, communications and disclosures are consistent with applicable law, or (iii) receive an award from a Governmental Entity for information provided under any whistleblower program, including the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission.

3. Specific Performance . The Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of Section 1 or 2 of this Appendix A may be inadequate and the Company may suffer irreparable damages as a result of such breach. In recognition of this fact, the Participant agrees that, in the event of a Restrictive Covenant Violation, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

Exhibit 10.2

AWARD NOTICE

AND
RESTRICTED STOCK UNIT AGREEMENT

(2017 GRANT)

INVITATION HOMES INC.

2017 OMNIBUS INCENTIVE PLAN

The Participant has been granted Restricted Stock Units with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement entered into by and between the Participant and the Company to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan, as applicable.

Participant : [ First Name ][ Last Name ]

Date of Grant : [ Date ], 2017

Restricted Stock Units Granted : [ # of RSUs ] RSUs

Vesting Schedule :

One-half of the number of RSUs specified above shall vest on each of June 19, 2021 and June 19, 2022, subject to the Participant’s continued employment through the applicable vesting date; provided , that if the number of RSUs specified above is not evenly divisible by two, then no fractional units shall vest and the installments shall be as equal as possible with the smaller installments vesting first.

RESTRICTED STOCK UNIT AGREEMENT

(2017 GRANT)

INVITATION HOMES INC.

2017 OMNIBUS INCENTIVE PLAN

NOW, THEREFORE , the parties hereto agree as follows:

1. Definitions . Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:

(a) “ Agreement ” shall mean this Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice and Appendix A.

(b) “ Award Notice ” shall mean the notice to the Participant with respect to the RSUs granted under this Agreement.

Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 60th day following the Participant’s knowledge thereof, unless the Participant has given the Board written notice thereof prior to such date.

(d) “ Date of Grant ” shall mean the “Date of Grant” listed in the Award Notice.

(f) “ Participant ” shall mean the “Participant” listed in the Award Notice.

(i) “ RSUs ” shall mean that number of Restricted Stock Units listed in the Award Notice as “Restricted Stock Units Granted.”

(j) “ Shares ” shall mean a number of shares of the Company’s Common Stock equal to the number of RSUs.

(k) “ Vesting Period ” shall mean the period beginning on the Date of Grant and ending on the fifth anniversary of the Date of Grant.

5. Termination of Employment .

(b) Notwithstanding the foregoing, in the event of a Qualifying Termination, subject to the Participant’s execution and non-revocation of the Company’s standard form of release of claims, a prorated number of RSUs shall become vested and settled in accordance with this Agreement, with such proration based on the number of days the Participant was employed during the Vesting Period, relative to the total number of days in the Vesting Period. After giving effect to such prorated vesting, any remaining unvested RSUs shall be forfeited and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date.

(c) Notwithstanding the foregoing, in the event the Participant’s employment or service with the Company Group is terminated by the Company Group following the Participant’s death or during the Participant’s Disability, subject to the Participant’s or executor’s execution and non-revocation of the Company’s standard form of release of claims, any unvested RSUs outstanding under this Agreement shall become vested as of the Termination Date and settled as soon as practicable following the Termination Date.

(d) The Participant’s rights with respect to the RSUs shall not be affected by any change in the nature of the Participant’s employment or service, as applicable, so long as the Participant continues to be an employee or service provider, as applicable, of the Company Group. Whether (and the circumstances under which) the Participant’s employment or service, as applicable, has terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) of the Exchange Act, its designee, whose good faith determination shall be final, binding and conclusive; provided , that such designee may not make any such determination with respect to the designee’s own employment for purposes of the RSUs).

6. Change in Control . Notwithstanding Section 5(a) of this Agreement, in the event of a Qualifying Termination during the 24-month period immediately following a Change in Control, any unvested RSUs shall become vested as of the Termination Date, and shall thereafter be settled in accordance with this Agreement. In the event of a Change in Control, in connection with which the successor to the Company fails to assume, convert or replace the RSUs, the

RSUs, to the extent not assumed, will become vested as of immediately prior to the Change in Control.

7. Dividends . Upon the declaration by the Company of dividends to holders of its Common Stock, the Participant shall be entitled to receive dividend equivalent payments (“ Dividend Equivalents ”) in respect of all of such Participant’s RSUs, whether unvested or vested and not yet settled, as of the record date for such dividend. The Dividend Equivalents shall be delivered to the Participant on the regular payment date that such dividend is made to all holders of the Company’s Common Stock and in the same form as are delivered to holders of the Company’s Common Stock (i.e., in either cash, without interest, or in shares of Common Stock which Common Stock will not be not subject to any vesting conditions).

9. Repayment of Proceeds; Clawback Policy . In the event of a Restrictive Covenant Violation or if the Participant engages in Detrimental Activity prior to the fifth anniversary of the Date of Grant, 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 the Participant therefor, an amount equal to the aggregate after-tax proceeds the Participant received upon the sale or other disposition of, or distributions in respect of, the RSUs (including any Dividend Equivalents previously paid) and any Shares issued in respect thereof. In addition, in the event of a restatement of the Company’s financial results (other than a restatement caused by a change in applicable accounting rules or interpretations), the result of which is that the number of RSUs that became Earned RSUs would have been a lower amount had it been calculated based on such restated results, and the Committee determines that the Participant engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement, the Company shall be entitled to recoup from the Participant, an amount equal to the excess of the compensation received by the Participant over the amount the Participant would have been entitled to if calculated based on the restated financial results. The amount of any request for clawback or recoupment shall take 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. The RSUs and all proceeds of the RSUs shall be subject to the Company’s clawback policies, if any, and as in effect from time to time, to the extent any such policy is required by law.

terminate the employment or engagement of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.

13. Settlement and Issuance of Shares; Tax Withholding .

16. Governing Law; Arbitration and Venue .

18. Data Privacy Consent .

19. Restrictive Covenants . The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates, that the Participant will

be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company and its Affiliates. Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “ Restrictive Covenants ”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.

20. Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation . By accepting this Agreement and the grant of the RSUs contemplated hereunder, the Participant expressly acknowledges that (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all determinations with respect to future grants of RSUs, if any, including the grant date, the number of Shares granted and the applicable vesting terms, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) grants of RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis, and for the avoidance of doubt, the RSUs shall not constitute an “acquired right” under the applicable law of any jurisdiction; and (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to RSU proceeds in consequence of the termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract.

22. Section 409A of the Code .

regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder.

financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

[ Signatures follow ]



INVITATION HOMES INC.

By:
	[NAME]
	[TITLE]

Acknowledged and Agreed

as of the date first written above:

______________________________

Participant Signature

[ Signature Page to Restricted Stock Unit Agreement ]

Appendix A - 1

APPENDIX A
Restrictive Covenants


1.	Non-Competition; Nonsolicitation .

(a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows:

(B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or

(C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant.

Appendix A - 2

(iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; or

(B) hire any employee who provided services to the Restricted Group as of the date of the Participant’s termination of employment or service [(other than Executive’s personal assistant/secretary)] ¹ , as applicable, or terminated employment within one year prior to the termination of the Participant’s employment or service, as applicable.

¹ Applies to Mr. Freedman.

(v) For purposes of this Appendix A:

Appendix A - 3

(c) The period of time during which the provisions of this Section 1 shall be in effect shall be extended by the length of time during which the Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(d) The provisions of this Section 1 shall survive the termination of the Participant’s employment or service for any reason


2.	Confidentiality; Intellectual Property .


(a)	Confidentiality .

Appendix A - 4

director of the Company Group shall not be protected by this exclusion); or (z) required by law to be disclosed; provided , that with respect to subsection (z) the Participant shall give prompt written notice to the Company of such requirement and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(b) Intellectual Property .

Appendix A - 5

property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii) The provisions of Section 2 hereof shall survive the termination of the Participant’s employment or engagement, in either case, for any reason.

(c) Protected Rights . Nothing contained in this Agreement or any other plan, policy, agreement, or code of conduct or similar arrangement of the Company Group, limits Participant’s ability to (i) disclose any information to governmental agencies or commissions as may be required by law, (ii) file a charge or complaint with, or communicate or cooperate with, any U.S. federal, state, or local governmental agency or commission (a “ Governmental Entity ”), or otherwise participate in any investigation or proceeding that may be conducted by a Governmental Entity with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case all such charges, complaints, communications and disclosures are consistent with applicable law, or (iii) receive an award from a Governmental Entity for information provided under any whistleblower program, including the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission.

Specific Performance . The Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of Section 1 or 2 of this Appendix A may be inadequate and the Company may suffer irreparable damages as a result of such breach. In recognition of this fact, the Participant agrees that, in the event of a Restrictive Covenant Violation, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

Exhibit 10.3

INVITATION HOMES INC.
EXECUTIVE SEVERANCE PLAN

(for Senior Vice Presidents and above)

Plan Document/Summary Plan Description

Invitation Homes Inc. (the “ Company ”) has adopted this Executive Severance Plan (the “ Plan ”) for the benefit of certain management employees of the Company and its subsidiaries (hereinafter referred to as the “ Company Group ”), on the terms and conditions hereinafter stated. Participation in this Plan is generally intended to be limited to those management employees designated as eligible for the Plan by the Committee who receive and return a Participation Notice and Agreement in the form attached hereto as Exhibit A .

The Plan shall be effective on the Effective Date. This Plan supersedes, solely for the Participant, any prior plans, policies, guidelines, arrangements, agreements, letters and/or other communication, whether formal or informal, written or oral sponsored by any member of the Company Group and/or entered into by any representative of the Company Group that might otherwise provide severance benefits (collectively, all of those “ Other Severance Arrangements ”). As such, this Plan represents the exclusive severance benefit provided to Participants and such individuals shall not be eligible for any other severance benefits provided in Other Severance Arrangements.

The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of Section 3(2) of ERISA. Rather, this Plan is intended to be a “welfare benefit plan” within the meaning of Section 3(1) of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, Section 2510.3-2(b). Accordingly, any benefits paid pursuant to the terms of the Plan are not deferred compensation for purposes of ERISA and no Participant shall have a vested right to such benefits. To the extent applicable, it is intended that portions of this Plan either comply with or be exempt from the provisions of Code Section 409A. This Plan shall be administered in a manner consistent with this intent and any provision that would cause this Plan to fail to either constitute a welfare benefit plan under ERISA or comply with or be exempt from Code Section 409A, as the case may be, shall have no force and effect.

1. Definitions.

(a) “ Accrued Obligations ” means (i) all accrued but unpaid Base Salary through the date of Termination (ii) any unpaid or unreimbursed expenses incurred in accordance with the policies of the Employer, and (iii) any benefits provided under the employee benefit plans and programs of the Company Group upon a Termination, including rights with respect to Company equity (or equity derivatives) or equity-based incentive awards, but excluding any Other Severance Arrangements, in accordance with the terms contained therein.

(b) “ Affiliate ” means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

(c) “ Annual Bonus Program ” means the annual cash incentive bonus program in which the Participant participates as of the date of a Qualifying Termination.

(d) “ Asset Sale ” means a Change in Control resulting from the sale, transfer or other disposition of all or substantially all of the assets of the Company to any Person that is not an Affiliate of the Company.

(e) “ Base Salary ” means a Participant’s then current annual base salary rate immediately prior to his or her Termination (or, if higher, the annual base salary immediately prior to an event that constitutes a Constructive Termination hereunder) exclusive of any bonus payments or additional payments, unpaid or unreimbursed expenses, under any benefit plan sponsored by the Company Group, including but not limited to, any ERISA plans, stock plans, incentive and deferred compensation plans, insurance coverage or medical benefits and without regard to any salary deferrals under the benefit or deferred compensation plans or programs of the Company Group.

(f) “ Board ” means the Board of Directors of the Company.

(g) “ Cause ” means, as to any Participant, the Participant’s (A) willful neglect in the performance of the Participant’s duties to the Company Group or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’s employment or service with the Company Group, which results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (D) material violation of the written policies of any member of the Company Group, including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company Group; (E) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or any other member of the Company Group; or (F) act of personal dishonesty that involves personal profit in connection with the Participant’s employment or service to any member of the Company Group.

(h) “ Change in Control ” has the meaning set forth in the Company’s Omnibus Incentive Plan, as amended from time to time (or the most recent successor plan thereto adopted by the Company for the purpose of providing equity and other incentive compensation to the employees and other service providers of the Company Group, if any).

(i) “ Claims Administrator ” means the Committee or such other individual or group of individuals as may be appointed as the claims administrator under the Plan by the Committee from time to time.

(j) “ Code ” means the Internal Revenue Code of 1986, as amended, and the rules, regulations or other interpretative guidance promulgated thereunder, as well as any successor laws in replacement thereof.

(k) “ Committee ” means the Compensation and Management Development Committee of the Board.

(l) “ Constructive Termination ” means (i) a material reduction in the Participant’s total compensation opportunity (measured as base salary, target annual bonus opportunity, and target long-term cash incentive opportunity in the aggregate) other than in connection with an across-the-board reduction of compensation which does not exceed 10% of the Participant’s base salary and that is applied to all senior executives of the Company); (ii) the failure of the Company to pay a Participant’s base salary or earned annual bonus payment when due; (iii) a material and sustained diminution in the Participant’s authority and duties; (iv) a relocation of the Participant’s principal place of employment by more than 50 miles, or (v) if the Participant’s principal place of employment is at the corporate headquarters of the Company in the Dallas metropolitan area, the relocation of the corporate headquarters of the Company by more than 50 miles; provided that any event described in clauses (i) through (v) shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 days after receipt from the Participant of written notice of the event which otherwise would constitute Constructive Termination; and provided , further , that a “Constructive Termination” shall cease to exist for an event on the 90 ^th day following the Participant’s knowledge thereof, unless the Participant has given the Committee written notice thereof prior to such date.

(m) “ Disability ” shall have the meaning set forth in the Omnibus Incentive Plan.

(n) “ Effective Date ” means June 23, 2017.

(o) “ Employer ” means, with respect to any Participant, (i) prior to a Change in Control, the member of the Company Group at which such Participant is employed, and (ii) following a Change in Control, the entity that the Participant is employed by immediately after such Change in Control.

(p) “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules, regulations or other interpretive guidance promulgated thereunder, as well as any successor laws in replacement thereof.

(q) “ Omnibus Incentive Plan ” means the Company’s 2017 Omnibus Incentive Plan, as amended from time to time.

(r) “ Participant ” means any management employee designated as eligible for the Plan by the Committee who is selected by the Committee to participate in the Plan and returns to the Company an executed Participation Notice and Agreement.

(s) “ Participation Notice and Agreement ” means the form of participation notice and agreement to the terms of the Plan, substantially in the form set forth in Exhibit A hereto.

(t) “ Person ” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, and any successor thereto).

(u) “ Qualifying Change in Control Termination ” means a Participant’s Termination by the Employer without Cause (and other than as a result of the Participant’s death or during the Participant’s Disability) or by the Participant as a result of a Constructive Termination during the two-year period beginning on the date of a Change in Control; provided , however , it shall not be considered a Qualifying Termination if:

(i) such Participant’s employment with the Employer is terminated upon the expiration of a leave of absence by reason of his or her failure to return to work at such time or the absence at such time of an available position for which such Participant is qualified;

(ii) such Participant’s employment with the Employer is terminated in connection with an Asset Sale, but only if the Committee determines in its sole discretion that, in connection with such Change in Control, either (A) such Participant was offered employment with the purchaser (or Affiliate thereof) (x) in a position of comparable authority and duties, (y) at the same or greater Base Salary and Target Bonus opportunity, and (z) employee benefits that are substantially similar in the aggregate, in each case, to those as in effect immediately prior such Asset Sale, or (B) such Participant voluntarily elected not to participate in the purchaser’s selection process for employment with the purchaser (or Affiliate thereof) following such Asset Sale; or

(iii) prior to the Participant’s Termination, the Participant has delivered written notice of the Participant’s intent to voluntarily resign under circumstances which constitute a “Retirement” for purposes of any incentive award granted under the Omnibus Incentive Plan.

(v) “ Qualifying Termination ” means a Participant’s Termination by the Employer without Cause (and other than as a result of the Participant’s death or during the Participant’s Disability) or by the Participant as a result of a Constructive Termination; provided, however, it shall not be considered a Qualifying Termination if such Participant’s employment with the Employer is terminated upon the expiration of a leave of absence by reason of the Participant’s failure to return to work at such time.

(w) “ Release Agreement ” means a release of claims in the form customarily provided by the Company Group to terminated Employees, pursuant to which an Participant may be

required to (i) acknowledge the receipt of the severance payment and other benefits and (ii) release the Company and its Affiliates (including the Employer) and other persons and entities designated by the Company from any liability arising from his or her employment or termination (other than with respect to the Participant’s rights under the Plan).

(x) “ Release Effectiveness Date ” means the date the Release Agreement becomes effective and irrevocable.

(y) “ Severance Multiple ” means, as to any Participant, the Severance Multiple set forth in Exhibit B applicable to the Participant’s position as of the date of Termination with respect to a Qualifying Termination or a Qualifying Change in Control Termination (but disregarding any diminution in position that has given rise to a Constructive Termination), unless otherwise set forth in the Participation Notice and Agreement.

(z) “ Severance Payment Period ” means, as to any Participant, the Severance Payment Period set forth in Exhibit B applicable to the Participant’s position as of the date of Termination with respect to a Qualifying Termination or a Qualifying Change in Control Termination (but disregarding any diminution in position that has given rise to a Constructive Termination), unless otherwise set forth in the Participation Notice and Agreement.

(aa) “ Target Bonus Amount ” means a Participant’s target annual bonus under the Annual Bonus Program.

(bb) “ Termination ” means the termination of a Participant’s employment or service, as applicable, with all members of the Company Group for any reason (including death), other than any termination of a Participant’s employment with the Employer by reason of a transfer to the employ of another member of the Company Group.

(cc) “ Welfare Continuation Period ” means, as to any Participant the Welfare Continuation Period set forth in Exhibit B applicable to the Participant’s position as of the date of Termination with respect to a Qualifying Termination or a Qualifying Change in Control Termination (but disregarding any diminution in position that has given rise to a Constructive Termination), unless otherwise set forth in the Participation Notice and Agreement; provided , however , that the Welfare Continuation Period shall terminate earlier as of the date the Participant becomes eligible to receive any health benefits as a result of subsequent employment or service.

2. Eligibility. Eligibility to participate in the Plan shall be limited to any employee of the Company Group that designated as a Participant by the Committee; provided that , as a condition of participation in the Plan, the Participant must execute and submit a Participation Notice, and following the Participant’s Termination, a Release Agreement.

3. Termination of Employment.

(a) Payments on Specified Terminations . If a Participant’s Termination is a Qualifying Termination or Qualifying Change in Control Termination, in addition to any Accrued

Obligations, subject to such Participant’s execution and delivery, and non-revocation of the Release Agreement, as contemplated in subsection (c) below, the Participant shall be entitled to the following payments and benefits:

(i) Pro-Rated/Prior Year Bonuses . (A) The bonus amount otherwise payable under the Annual Bonus Program for the year in which the Participant’s Termination occurred, pro-rated for the days of service up to and including the date of termination and based on actual performance for the year, payable concurrently with cash bonus payments to other employees under the applicable cash bonus plan (but in all events prior to March 15 of the calendar year immediately following the calendar year in which such Termination occurs) and (B) to the extent not previously paid, the bonus amount otherwise payable under the Annual Bonus Program for the year immediately preceding the year in which the Participant’s Termination occurred, based on actual performance for the year, payable concurrently with cash bonus payments to other employees under the applicable cash bonus plan;

(ii) Cash Severance . An amount equal to such Participant’s applicable Severance Multiple, as applicable, multiplied by the sum of such Participant’s Base Salary and Target Bonus Amount, such amount to be paid (A) in the case of a Qualifying Termination, in equal installments no less frequently than monthly over the applicable Severance Payment Period beginning with the first payroll period after the Release Effectiveness Date or (B) in the case of a Qualifying Change in Control Termination, paid in a lump sum no later than the 60 ^th day following the Termination Date;

(iii) COBRA Continuation Payment . A cash payment in an amount equal to the total amount of the monthly COBRA insurance premiums for participation in the welfare benefit programs of the Company in which the Participant participated as of the date of Termination, payable monthly for each month of the Welfare Continuation Period in accordance with the Company’s payroll practices, with the first such payment in respect of any completed months prior to the Release Effectiveness Date to occur as soon as practicable after the Release Effectiveness Date; and

(iv) RSU Vesting . If the Termination is a Qualifying Change in Control Termination, any unvested restricted stock units outstanding under the Omnibus Incentive Plan which were granted on or prior to February 6, 2017 shall become vested on the Release Effectiveness Date, and settled in accordance with the terms of the applicable award agreement entered into under Omnibus Incentive Plan.

(b) Other Termination Events . If a Participant experiences a termination of employment or services with the Company or any of its Affiliates which does not constitute a Qualifying Termination or Qualifying Change in Control Termination, the Participant shall not be entitled to the payment of any severance or other benefits under the Plan.

(c) Release Agreement . Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (a) above (other than the Accrued Obligations) shall be conditioned upon a Participant’s execution, delivery to the

Company, and non-revocation of the Release Agreement and the expiration of any revocation period contained in such Release Agreement within sixty (60) days following the date of Termination. If a Participant fails to execute the Release Agreement in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes his or her acceptance of such release following its execution, such Participant shall not be entitled to payment of any severance and other benefits under the Plan. Further, to the extent that any of the payments hereunder constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60 ^th ) day following the date of such Termination, but for the condition on executing the Release Agreement as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60 ^th ) day, after which any remaining payments shall thereafter be provided to the Participant according to the applicable schedule set forth herein.

4. Additional Terms.

(a) Taxes . Severance and other payments and benefits under the Plan will be subject to all required federal, state and local taxes and may be affected by any legally required withholdings.

(b) Other Benefit Plans . Payments under the Plan are not deemed “compensation” for purposes of calculating any contributions or accruals under the retirement plans, savings plans, and incentive plans of the Company Group. Accordingly, no contributions to the retirement and savings plans of the Company will be made from the severance payments and other payments and benefits under the Plan, and such plans will not accrue any benefits attributable to payments under the Plan.

(c) Specified Employees . Notwithstanding anything herein to the contrary, (i) if, at the time of a Participant’s Termination such Participant is a “specified employee” as defined in Code Section 409A and regulations thereunder, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent the imposition of any accelerated or additional tax under Code Section 409A, then the commencement of the payment of any such payments or benefits hereunder will be deferred (without any reduction or increase in such payments or benefits ultimately paid or provided to the Participant) until the date that is six (6) months following such Participant’s Termination (or the earliest date that is permitted under Code Section 409A); and (ii) if any other payments of money or other benefits due to the Participant hereunder would cause the application of an accelerated or additional tax under Code Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by or at the direction of the Committee, that does not cause such an accelerated or additional tax or result in additional cost to the Company. The Company shall consult with its legal counsel and tax advisors in good faith regarding the implementation of this Section 4(d); provided , however , that none of the Company

any other member of the Company Group, or any of their respective employees or representatives, shall have any liability to the Participant with respect thereto.

5. Termination or Amendment of the Plan.

Except as otherwise set forth in a Participation Notice and Agreement, the Plan may be amended, terminated or discontinued in whole or in part, at any time and from time to time at the discretion of the Board or the Committee; provided , however that the Plan may not be amended, terminated or discontinued during the two-year period beginning on a Change in Control (except for an amendment to the administrative provisions of the Plan that is considered by counsel to be required pursuant to applicable law), and provided, further, that no amendment, termination, or discontinuance of either the Plan or any provision of the Plan that has the effect of reducing or diminishing the potential benefits a Participant may receive under the Plan, shall be effective with respect to the Participant until the first anniversary of such amendment, termination, or discontinuance, except for an amendment to the administrative provisions of the Plan that is considered by counsel to be required pursuant to applicable law. The Plan shall automatically terminate on the second anniversary of a Change in Control; provided , however , that if prior to such termination date a Participant has undergone a Qualifying Termination (or such Participant has delivered notice of a Constructive Termination), then the Plan shall remain in effect with respect to such Participant in accordance with its terms.

6. Limitation Of Certain Payments. In the event that any payments and/or benefits due to a Participant under the Plan and/or any other arrangements are determined by us to constitute “excess parachute payments” as defined under Code Section 280G, any cash severance payable under the Plan shall be reduced by the minimum amount necessary, subject to the last sentence of this paragraph, such that the present value of such parachute payments is below 300% of such Participant’s “base amount” (as defined under Code Section 280G), and by accepting participation in the Plan, each Participant agrees to waive his or her rights to any “parachute payments” (as defined under Section 280G of the Code) sufficient to reduce such parachute payments to below such threshold; provided , however , in no event shall such cash severance be reduced below zero (0). Notwithstanding the foregoing, no payments or benefits shall be reduced under this Section 6 unless (a) the net amount of such payments and benefits, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced payments and benefits) is greater than or equal to (b) the net amount of such payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such payments and benefits and the amount of excise tax imposed under Code Section 4999 as to which such Participant would be subject in respect of such unreduced payments and benefits and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced payments). For purposes hereof, (i) the order in which any amounts are deemed to be reduced, if applciable, is (A) cash payments; (B) other non-cash forms of benefits; and (C) equity-based payments and acceleration of vesting, and (ii) within any such category of payments and benefits (that is, (i)(A), (i)(B) or (i)(C) above), (A) a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Code Section 409A and then with respect to

amounts that are, and (B) to the extent that any such amounts are to be made over time (e.g., in installments, etc.), then the amounts shall be reduced in reverse chronological order.

7. Claims Procedure.

(a) Processing Claims . The processing of claims for benefits and payments under the Plan will be carried out as quickly as possible. If an individual is not selected for participation in the Plan or does not satisfy the conditions for eligibility in the Plan, he or she is not entitled to benefits and/or payments under this Plan.

(b) Decision . If an individual’s claim for benefits under this Plan is denied, the individual will receive a written notice within ninety (90) days (in special cases, more than 90 days may be needed and such individual will be notified in this case):

(i) requesting additional material or information to further support the claim, and the reasons why these are necessary,

(ii) setting forth specific reasons as to why the claim was denied,

(iii) setting forth clear reference to the Plan provisions upon which the denial is based, and

(iv) providing notice of the individual’s right to have the denial reviewed as explained below.

(c) Request for Review of Denial of Benefits . The individual or his or her authorized representative may request a review of his or her claim by giving written notice to the Claims Administrator. Each individual has the right to have representation, review pertinent documents, and present written issues and comments. An individual’s request must be made not later than 60 days after he or she receives the notice of denial. If an individual fails to act within the 60-day limit, the individual loses the right to have his or her claim reviewed.

(d) Decision on Review . Upon receipt of a request for review from an individual, the Claims Administrator shall make a full and fair evaluation and may require additional documents necessary for such a review. The Claims Administrator shall make a decision within 60 days from receipt of the individual’s request. In the event of special circumstances, a decision will be given to the employee as soon as possible, but not later than 120 days after receipt of the individual’s request for review. The decision on the review shall be in writing and shall include specific reasons for the decision. The final decision of the Claims Administrator shall be conclusive and binding upon all parties having or claiming to have an interest in the matter being reviewed.

(e) In Case of Clerical Error . If any information regarding an individual is incorrect, and the error affects his or her benefits, the correct information will determine the extent, if any, of the individual’s benefits under the Plan.

(f) No Limitation of Rights . Nothing in this Section 7 shall limit the Participant’s ability to file or bring a claim, proceeding, or legal action for relief with respect to any right or claim for payments or benefits under this Plan.

8. General Information.

(a) No Right to Continued Employment . Nothing contained in this Plan shall confer upon any Participant any right to continue in the employ of any member of the Company Group nor interfere in any way with the right of the Company to terminate his or her employment, with or without cause.

(b) Plan Not Funded . Amounts payable under this Plan shall be payable from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such amounts. No Participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset of the Company by reason of participation hereunder. Neither the provisions of this Plan, nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company and any Participant, beneficiary or other person. To the extent that a Participant, beneficiary or other person acquires a right to receive payment under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company's creditors or otherwise, to discharge its obligations under the Plan.

(c) Non-Transferability of Benefits and Interests . All amounts payable under this Plan are non-transferable, and no amount payable under this Plan shall be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge. This Section 8(c) shall not apply to an assignment of a contingency or payment due: (1) after the death of a Participant to the deceased Participant's legal representative or beneficiary; or (2) after the disability of a Participant to the disabled Participant's personal representative.

(d) Discretion of Company, Board and Committee . Any decision made or action taken by, or inaction of, the Company, the Board, the Committee or the Claims Administrator arising out of or in connection with the creation, amendment, construction, administration, interpretation and effect of this Plan that is within its authority hereunder or applicable law shall be within the absolute discretion of such entity and shall be conclusive and binding upon all persons. In the case of any conflict, the decision made or action taken by, or inaction of, the Claims Administrator will control. However, with respect to the authorized officers and senior executives, as designated by the Board in its resolutions, any decision made or action taken by, or inaction of, the Committee controls.

(e) Indemnification . Neither the Board nor the Committee, any employee of the Company, nor any Person acting at the direction thereof (each such Person an “ Affected Person ”), shall have any liability to any person (including without limitation, any Participant), for any act, omission, interpretation, construction or determination made in connection with this Plan (or any payment made under this Plan). Each Affected Person shall be indemnified and

held harmless by the Company against and from any loss, cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Affected Person in connection with or resulting from any action, suit or proceeding to which such Affected Person may be a party or in which such Affected Person may be involved by reason of any action taken or omitted to be taken under the Plan and against and from any and all amounts paid by such Affected Person, with the Company’s approval, in settlement thereof, or paid by such Affected Person in satisfaction of any judgment in any such action, suit or proceeding against such Affected Person; provided that, the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company's choice. The foregoing right of indemnification shall not be available to an Affected Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Affected Person giving rise to the indemnification claim resulted from such Affected Person's bad faith, fraud or willful wrongful act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Affected Persons may be entitled under the Company’s organizational documents, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such person or hold them harmless.

(f) Section 409A . Notwithstanding any provision of the Plan to the contrary, if any benefit provided under this Plan is subject to the provisions of Code Section 409A and the regulations issued thereunder, the provisions of the Plan will be administered, interpreted and construed in a manner necessary to comply with Section 409A or an exception thereto. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company (or its employees, officers or directors) have any liability to any Participant (or any other person) due to the failure of the Plan to satisfy the requirements of Code Section 409A or any other applicable law.

(g) No Duplication . The benefits under this Plan replace and supersede any severance benefits payable upon a Termination previously established under Other Severance Arrangements. In no event shall any Participant receive more than the severance benefits provided for herein, and any severance benefits provided under any Other Severance Arrangement or otherwise, to the extent paid, shall reduce the amounts to be paid hereunder.

(h) Governing Law . All questions pertaining to the construction, regulation, validity and effect of the provisions of this Plan shall be determined in accordance with the laws of Texas (other than to the extent set forth in the Participation Notice).

(i) Notice . Any notice or other communication required or which may be given pursuant to this Plan shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or two days after it has been mailed by United States express or registered mail, return receipt requested, postage prepaid, addressed to the Company, at Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, TX 75201, Attention: Chief Legal Officer; or to the Participant at the Participant’s most recent address on file with the Company

(j) Captions . Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

(k) Successors . The Plan shall inure to the benefit of and be binding upon the Company and its successors.

Exhibit A

INVITATION HOMES INC.
EXECUTIVE SEVERANCE PLAN

Participation Notice and Agreement

Participant:



Qualifying Termination
Severance Multiple:		[●]%
Welfare Continuation Period:		[●] months
Severance Payment Period		[●] months

Qualifying Change in Control Termination
Severance Multiple:		[●]%
Welfare Continuation Period:		[●] months
Severance Payment Period		[●] months

I hereby agree to the terms and conditions of the Invitation Homes Inc. Executive Severance Plan (the “ Plan ”), including the terms set forth in this Participation Notice and Agreement and the Restrictive Covenants (as defined below) incorporated hereto.

I understand that as a Participant under the Plan (a “ Participant ”), the terms of the Plan will exclusively govern all subject matters addressed by the Plan and I understand that, except as expressly provided in the Plan, the Plan supersedes and replaces, as applicable, any and all agreements (including any prior employment agreement), plans, policies, guidelines or other arrangements, including Other Severance Arrangements (as defined in the Plan), with respect to all subject matters covered under the Plan and my rights to severance upon any Covered or Qualifying Termination (as defined in the Plan).

[1. The Company and I further agree that:

(a) Effective as of the date hereof, the Employment Agreement that I entered into dated as of [ date ] (the “ Employment Agreement ”) with a member of the Company Group or one of its Affiliates or their respective predecessors, shall be terminated in all respects and each party shall have no further rights or obligations with respect thereto, other than any provisions therein

which were intended to survive the termination of the Employment Agreement which are expressly set forth in this Participation Notice and Agreement. My waiver of any rights under the Employment Agreement is irrevocable to the fullest extent provided under the laws of the state of Texas.

(b) Notwithstanding Section 5, the Company hereby agrees that no amendment, termination, or discontinuance of either the Plan or any provision of the Plan that has the effect of reducing or diminishing the potential benefits I may receive under the Plan, shall be effective until the fifth anniversary of the Effective Date, except for an amendment to the administrative provisions of the Plan that is considered by counsel to be required pursuant to applicable law.

(c) If a Termination of my employment by the Employer or the Company Group occurs following my death or during my Disability (as defined in the Omnibus Incentive Plan), subject to such my or my estate’s execution and delivery, and non-revocation of the Release Agreement, I or my estate will be eligible to receive an additional cash payment in an amount equal to the greater of (A) the bonus amount paid to me under the Annual Bonus Program in respect of the fiscal year prior to the fiscal year in which the Termination occurred, or (B) my Target Bonus Amount, pro-rated for the months of service up to and including the month of termination, paid in a lump sum no later than the 60 ^th day following the Termination Date.] ¹

¹ Applies to Messrs. Bartling, Freedman, Tanner, and Solls.

[(d) If my Qualifying Termination or Qualifying Change in Control Termination occurs on or prior to November 9, 2018, the Company shall reimburse reasonable costs of relocation of my family and me to a metropolitan area in the continental United States, in such amounts and subject to the terms set forth in the Company’s then-current Relocation Assistance Policy, and all such relocation payments and benefits will be fully grossed-up for any applicable income and employment taxes with respect to any reportable income.] ²

² Applies to Mr. Tanner only.

[(d) If my employment with the Company and its Affiliates is terminated by the Company without Cause in connection with a sale of all or substantially all of the assets of, or a liquidation of, the Company and its Affiliates, or in connection with an event or series of events, in each case following which The Blackstone Group L.P. and its Affiliates cease to hold any equity interest the Company or any of its Affiliates, the Company shall reimburse the reasonable costs of relocation of my family and me to a location in the United States of my choosing, in such amounts and subject to the terms set forth in Appendix A to this Participation Notice and Agreement. All such relocation payments and benefits will be fully grossed-up for any applicable income and employment taxes with respect to any reportable income. All reimbursements shall be made no later than the year immediately following the incurrence of the expense.] ³

³ Applies to Mr. Freedman only, with relocation appendix from his employment agreement attached as Appendix A.

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I acknowledge and recognizes the highly competitive nature of the businesses of the Company Group, and that I will be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company Group.

[Accordingly, I agree to continue to be bound by the provisions of the Appendix A attached to my Employment Agreement (the “Restrictive Covenants”), and the terms of the Restrictive Covenants are incorporated into this Participation Notice and Agreement and made a part hereof.] ⁴ [Accordingly, I agree to be bound by the provisions of Appendix A to this Participation Notice (the “ Restrictive Covenants ”), which are incorporated into this Participation Notice and Agreement and made a part hereof.] ⁵

⁴ Applies to Messrs. Bartling, Freedman, Tanner, and Solls; for these executives, Appendix A will be deleted and Appendix A in each of their employment agreements, as applicable, will be incorporated by reference.

⁵ Applies to all other Participants.

Dated: ____________________

PARTICIPANT

_____________________________

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APPENDIX A
Restrictive Covenants

The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates, that the Participant will be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company and its Affiliates. Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “ Restrictive Covenants ”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.

1. Non-Competition; Nonsolicitation .

(a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows

(i) During the Restricted Period, the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“ Person ”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable.

(B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or

(C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant.

(iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A) solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group; or

(v) For purposes of this Appendix A :

(D) “ Restricted Period ” shall mean the Participant’s employment or service, as applicable, and the period equal to one year following the date the Participant ceases employment or service, as applicable, for any reason.

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court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. Notwithstanding anything herein to the contrary, Section 1(a)(i) shall not apply to the Participant if the Participant’s principal place of employment or the state in which the Participant provides services, in each case on the Date of Grant, is located in the State of California.

(d) The provisions of this Section 1 shall survive the termination of the Participant’s employment or service for any reason

2. Confidentiality; Intellectual Property .

(a) Confidentiality .

(ii) “Confidential Information” shall not include any information that is (x) generally known to the industry or the public other than as a result of the Participant’s

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breach of this covenant; (y) made legitimately available to the Participant by a third party without breach of any confidentiality obligation of which the Participant has knowledge (it being understood that any information made available by an employee, officer or director of the Company Group shall not be protected by this exclusion); or (z) required by law to be disclosed; provided , that with respect to subsection (z) the Participant shall give prompt written notice to the Company of such requirement and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii) Except as required by law, the Participant will not disclose to anyone, other than the Participant’s family (it being understood that, in this Appendix A , the term “family” refers to the Participant, the Participant’s spouse, minor children, parents and spouse’s parents) and legal or financial advisors, the existence or contents of this Agreement; provided , that the Participant may disclose to any prospective future employer the provisions of Sections 1 and 2 of this Appendix A ; provided , further , that any such employer agrees to maintain the confidentiality of such terms. This Section 2(a)(iii) shall terminate if any member of the Company Group publicly discloses a copy of the Restricted Stock Unit Agreement or this Appendix A (or, if any member of the Company Group publicly discloses summaries or excerpts of the Subscription Agreement or this Appendix A , to the extent so disclosed).

(b) Intellectual Property .

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shall promptly and fully disclose the same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii) The provisions of Section 2 hereof shall survive the termination of the Participant’s employment or engagement, in either case, for any reason.

A-5

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Exhibit B

Benefit Tiers

With respect to any Participant, unless otherwise set forth in a Participation Notice and Agreement, the following Severance Multiples, Welfare Continuation Periods, and Severance Payment Periods shall apply.



Benefit Tier	Eligible Positions, Titles
Tier A	Chief Executive Officer
Tier B	Chief Financial Officer Chief Investment Officer
Tier C	Executive Vice President not covered under Tier A, Tier B, or Tier D
Tier D	Chief Human Resources Officer Senior Vice President Executive Vice President, Operations Support, National Operations



	Tier A	Tier B	Tier C	Tier D
Qualifying Termination
Severance Multiple:	2.00x	1.50x	1.00x	0.5x
Welfare Continuation Period (months):	12	12	12	6
Severance Payment Period (months):	24	18	12	6
Qualifying Change in Control Termination
Severance Multiple:	3.00x	2.25x	1.50x	1.00x
Welfare Continuation Period (months):	18	18	12	9
Severance Payment Period (months):	36	27	18	12