X0306 4 2015-12-03 0 0001176373 TIER REIT INC TIER 0001325549 Partridge Steven Wayne 5950 SHERRY LANE SUITE 700 DALLAS TX 75225 1 0 0 0 Common Stock 2015-12-03 4 A 0 3663 0 A 8090 D Consists of restricted stock units that vest on January 4, 2017. Following the vesting of the restricted stock units, the Reporting Person will be issued common stock upon the earliest to occur of the following: (i) the Reporting Person's "separation from service" from the Issuer (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder) for any reason other than Cause (as defined in the Restricted Stock Unit Award Agreement with respect to the grant of restricted stock units); (ii) a Sale Event (as defined in the Issuer's 2015 Equity Incentive Plan) of the Issuer which also constitutes a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5); (iii) the Reporting Person's death; and (iv) December 3, 2019, upon which 50% of the common stock will be issued, and December 3, 2020, upon which the remaining 50% of the common stock will be issued, provided, however, that following the issuance on December 3, 2019, the remaining 50% will be issued immediately upon the occurrence of any of the foregoing events set forth in (i), (ii) or (iii) prior to December 3, 2020. /s/ Telisa Webb Schelin, Attorney-in-Fact 2015-12-07