Exhibit 10.3


 





 



 


FOUR
SPRINGS CAPITAL TRUST


 


2021
Equity incentive PLAN


 





 



 






     


     


    




 


TABLE OF CONTENTS


 


Page


 


	ARTICLE 1. PURPOSE	1




 


	 	1.1.	GENERAL	1



 



	ARTICLE 2. DEFINITIONS	1




 


	 	2.1.	DEFINITIONS	1
	 	 	 	 




	ARTICLE 3. EFFECTIVE TERM OF PLAN	6




 


	 	3.1.	EFFECTIVE DATE	6
	 	3.2.	TERMINATION OF PLAN	6
	 	 	 	 




	ARTICLE 4. ADMINISTRATION	6




 


	 	4.1.	COMMITTEE	6
	 	4.2.	ACTION AND INTERPRETATIONS BY THE COMMITTEE	7
	 	4.3.	AUTHORITY OF COMMITTEE	7
	 	4.4.	DELEGATION TO EXECUTIVE OFFICERS	8
	 	4.5.	AWARD AGREEMENT	8
	 	 	 	 




	ARTICLE 5. SHARES SUBJECT TO THE PLAN	8




 


	 	5.1.	Plan Limits	8
	 	5.2.	SHARES DISTRIBUTED	9
	 	 	 	 




	ARTICLE 6. ELIGIBILITY	9




 


	 	6.1.	GENERAL	9
	 	 	 	 




	ARTICLE 7. OPTIONS	9




 


	 	7.1.	GENERAL	9




	 	7.2.	INCENTIVE OPTIONS	10
	 	 	 	 




	ARTICLE 8. SHARE APPRECIATION RIGHTS	11




 


	 	8.1.	GRANT OF SHARE APPRECIATION RIGHTS	11
	 	 	 	 




	ARTICLE 9. RESTRICTED SHARES AND RESTRICTED SHARE UNIT AWARDS	11




 


	 	9.1.	GRANT OF RESTRICTED SHARES AND RESTRICTED SHARE UNITS	11
	 	9.2.	ISSUANCE AND RESTRICTIONS	11
	 	9.3.	FORFEITURE	11
	 	9.4.	DELIVERY OF RESTRICTED SHARES	11
	 	 	 	 




	ARTICLE 10. EQUITY OR OTHER EQUITY-BASED AWARDS	12




 


	 	10.1.	GRANT OF EQUITY OR OTHER EQUITY-BASED AWARDS	12
	 	 	 	 




	ARTICLE 11. LTIP UNITS	12




 


	 	11.1.	GRANT OF LTIP UNITS	12
	 	 	 	 








     


     


    

 


	ARTICLE 12. PERFORMANCE AWARDS	12




 


	 	12.1.	Grant of Performance Awards	12
	 	 	 	 




	ARTICLE 13. PROVISIONS APPLICABLE TO AWARDS	12




 


	 	13.1.	STAND-ALONE AND TANDEM AWARDS	12
	 	13.2.	TERM OF AWARD	12
	 	13.3.	FORM OF PAYMENT FOR AWARDS	12
	 	13.4.	LIMITS ON TRANSFER	12
	 	13.5.	BENEFICIARIES	13
	 	13.6.	SHARE CERTIFICATES	13
	 	13.7.	TERMINATION OF EMPLOYMENT	13
	 	13.8.	FORFEITURE EVENTS	13
	 	13.9.	SUBSTITUTE AWARDS	13
	 	13.10.	CHANGE IN CONTROL/ IPO	13
	 	13.11.	RIGHT OF FIRST REFUSAL/RIGHT OF REPURCHASE	13
	 	 	 	 




	ARTICLE 14. CHANGES IN CAPITAL STRUCTURE	14




 


	 	14.1.	GENERAL	14
	 	14.2.	ACTIONS BY THE COMMITTEE	14
	 	 	 	 




	ARTICLE 15. AMENDMENT, MODIFICATION AND TERMINATION	14




 


	 	15.1.	AMENDMENT, MODIFICATION AND TERMINATION	14
	 	15.2.	OPTIONS PREVIOUSLY GRANTED	14
	 	 	 	 




	ARTICLE 16. GENERAL PROVISIONS	15




 


	 	16.1.	NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS	15
	 	16.2.	NO SHAREHOLDER RIGHTS	15
	 	16.3.	WITHHOLDING	15
	 	16.4.	NO RIGHT TO CONTINUED SERVICE	15
	 	16.5.	UNFUNDED STATUS OF AWARDS	15
	 	16.6.	RELATIONSHIP TO OTHER BENEFITS	15
	 	16.7.	REIT STATUS	15
	 	16.8.	EXPENSES	15
	 	16.9.	TITLES AND HEADINGS	15
	 	16.10.	GENDER AND NUMBER	15
	 	16.11.	FRACTIONAL SHARES	15
	 	16.12.	GOVERNMENT AND OTHER REGULATIONS	16
	 	16.13.	GOVERNING LAW	16
	 	16.14.	ADDITIONAL PROVISIONS	16
	 	16.15.	Addenda	16
	 	16.16.	NO LIMITATIONS ON RIGHTS OF COMPANY	16
	 	16.17.	INDEMNIFICATION	16




 






     


     


    

 


FOUR SPRINGS CAPITAL TRUST

2021 EQUITY INCENTIVE PLAN


 


ARTICLE
1.

PURPOSE


 


1.1.           
GENERAL. The purpose of the Four Springs Capital Trust 2021 Equity Incentive Plan (the “Plan”) is to
promote the success, and enhance the value of, Four Springs Capital Trust, a Maryland real estate investment trust (the “Company”)
by providing select company leaders and trustees equity stakes in the Company in order to (i) foster an “ownership mentality”
and re-align interests with the Company’s shareholders, (ii) promote retention of key members of the management team and (iii) motivate
company leaders to effectively manage the portfolio and continue to deliver strong results. Given the small ownership stake current of
management and trustees, Initial Grants are believed to be of critical importance. The Plan is further intended to provide flexibility
to the Company in its ability to motivate, attract, and retain the services of employees, officers, trustees and consultants upon whose
judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the
Plan permits the grant of share options, share appreciation rights, restricted shares, restricted share units, long term incentive unit
awards, performance awards, and other awards from time to time to selected employees, officers, trustees and consultants of the Company
and its Subsidiaries.


 


ARTICLE
2.

DEFINITIONS


 


2.1.           
DEFINITIONS. When a word or phrase appears in this Plan or in an Award Agreement with the initial letter capitalized, and
the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section
or in Section 1.1 unless otherwise defined. The following words and phrases shall have the following meanings:


 


(a)              
“Affiliate” means (i) any entity that, directly or indirectly, is controlled by or under common control with
the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee;
provided, however, that no entity will be considered an Affiliate for purposes of an Award of Nonstatutory Options or SARs to an employee
or director of, or consultant to, the entity unless the Shares would be considered “service recipient stock” within the meaning
of Section 409A of the Code, in the context of such an Award.


 


(b)              
“Award” means any Option, SARs, Restricted Share Award, Restricted Share Unit Award, Other Equity-Based Award,
LTIP Units, Performance Awards or any other right or interest relating to Shares or cash, granted to a Participant under the Plan.


 






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(c)              
 “Award Agreement” means a written document, in such form as the Committee prescribes from time to time, setting
forth the terms and conditions of an Award. Award Agreements may be in the form of individual award agreements or certificates or a program
document describing the terms and provisions of Awards or series of Awards under the Plan as approved by the Committee.


 


(d)              
“Board” means the Board of Trustees of the Company.


 


(e)              
“Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of
any one or more of the following events:


 


(i)       The
acquisition by 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 (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) (“Beneficial Ownership”) of 20% or more of either (A) the then outstanding
Common Shares of beneficial interest of the Company (including preferred shares or other securities of the Company convertible into common
shares) (the “Outstanding Company Common Shares”) or (B) the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of trustees (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1)
any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any entity controlled by the Company or (4) any acquisition by any entity pursuant to
a transaction which complies with clauses (1), (2) and (3) of subsection (i) of this Section 2.1(e); or


 


(ii)       Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent
Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal
of trustees or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or


 


(iii)       Consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company
(a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially
all of the Persons who had Beneficial Ownership, respectively, of the Outstanding Company Common Shares and Outstanding Company
Voting Securities immediately prior to such Business Combination have Beneficial Ownership of more than 50%, respectively, of the
then outstanding Common Shares of beneficial interest and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of trustees, as the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common Shares and Outstanding Company Voting Securities,
as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such entity resulting from such Business Combination) acquires Beneficial Ownership of 20% or more
of, respectively, the then outstanding shares of common stock of the entity resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the
Business Combination and (3) at least a majority of the members of the board of trustees or board of trustees, as the case may be,
of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the
initial agreement with the successor or purchasing entity in respect of such Business Combination, or of the action of the Board,
providing for such Business Combination; or


 






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(iv)       Approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company.


 


(f)               
“Code” means the Internal Revenue Code of 1986 and the underlying regulations, as amended from time to time.


 


(g)              
“Committee” means the committee of the Board described in Article 4.


 


(h)              
“Company” means the “Company” as defined in Section 1.1, or any successor corporation.


 


(i)                 “Continuous
Status as a Participant” means the absence of any interruption or termination of service as an employee, officer, director
or consultant of the Company; provided, however, that for purposes of an Incentive Option, or a SAR issued in tandem with an
Incentive Option, “Continuous Status as a Participant” means the absence of any interruption or termination of
service as an employee of the Company or any Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Status as
a Participant shall not be considered interrupted in the case of any leave of absence authorized in writing by the Company prior to
its commencement; provided, however, that for purposes of Incentive Options, no such leave may exceed 90 days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved
by the Company is not so guaranteed, on the 91st day of such leave any Incentive Option held by the Participant shall cease to be
treated as an Incentive Option and shall be treated for tax purposes as a Nonstatutory Option.


 






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(j)                
“Corporate Transaction” has the meaning defined in Section 14.1.


 


(k)           
“Disability” or “Disabled” has the same meaning as provided in the long-term disability plan
or policy maintained by the Company or if applicable, most recently maintained, by the Company or if applicable, a Subsidiary, for the
Participant, whether or not such Participant actually receives disability benefits under such plan or policy. If no long-term disability
plan or policy was ever maintained on behalf of Participant or if the determination of Disability relates to an Incentive Option, Disability
means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. Notwithstanding the foregoing, the Committee may, in
its discretion, determine that for a particular Award the term “Disability” shall have such meaning as to enable such Award
to be exempt from or to comply with Section 409A of the Code. In the event of a dispute, the determination whether a Participant is Disabled
will be made by the Committee.


 


(l)                
“Effective Date” has the meaning assigned such term in Section 3.1.


 


(m)            
“Fair Market Value” means (i) when the Shares are not traded on an established securities market, the fair market
value of a Share as determined by the Committee in accordance with a valuation methodology approved by the Committee and in compliance
with Section 409A of the Code and the regulations issued thereunder, and (ii) when the Shares are traded on an established securities
market, the fair market value as determined pursuant to a method selected by the Committee using actual transactions in Shares as reported
in such securities market.


 


(n)              
“Grant Date” of an Award means the first date on which all necessary corporate action has been taken to approve
the grant of the Award as provided in the Plan or, if later, the date specified as part of such action as the “Grant Date”
for the Award. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.


 


(o)              
“Incentive Option” means an Option that is intended to be an incentive stock option and meets the requirements
of Section 422 of the Code or any successor provision thereto.


 


(p)             “IPO”
means (i) a public offering of primary Common Shares in a firm commitment underwritten offering (other than a public offering
pursuant to a registration statement on Form S-8) under the Securities Act in which the Trust receives gross proceeds of not less
than $200,000,000, (ii) or the listing of the Trust’s Common Shares on a national securities exchange which public float of
the Common Shares constitutes at least fifteen percent (15%) of the issued and outstanding beneficial interests and other equity
interests of the Trust on a fully diluted basis as of such listing date or (iii) the merger of the Trust with, or the acquisition of
all or substantially all of equity interests of the Trust by, any special purpose acquisition company, in which the Trust receives
gross proceeds of not less than $200,000,000, and following which the common stock of the surviving company or acquirer (or any
parent thereof) is listed on a national securities exchange.


 






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(q)              
“LTIP Unit” means an Award under Article 11 of an interest in the operating partnership affiliated with the
Company, if any.


 


(r)               
“Nonstatutory Option” means an Option that is not an Incentive Option.


 


(s)             
“Option” means a right granted to a Participant under Article 7 of the Plan to purchase Shares at a specified
price during specified time periods. An Option may be either an Incentive Option or a Nonstatutory Option.


 


(t)                “Other Equity-Based Award” means a right, granted to a Participant under Article 10, that relates to or is valued
by reference to Shares or other Awards relating to Shares.


 


(u)              “Parent”
means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting shares or
voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Option,
 “Parent” shall have the meaning set forth in Section 424(e) of the Code.


 


(v)              “Participant” means a person who, as an employee, officer, director or consultant of the Company or any Subsidiary,
has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant”
refers to a beneficiary designated under the Plan or the legal guardian or other legal representative acting in a fiduciary capacity on
behalf of the Participant under applicable state law and/or court supervision.


 


(w)            “Performance
Awards” means an Award granted to a Participant under Article 12 subject to the attainment of performance goals (as described
in Article 12) over a Performance Period.


 


(x)              
“Performance Period” means the period of time during which the performance goals must be met in order to determine
the degree of payout and/or vesting with respect to an Award.


 


(y)              
“Plan” means the Four Springs Capital Trust 2021 Equity Incentive Plan, as amended from time to time.


 


(z)              
“Restricted Share Award” means Shares granted to a Participant under Article 9 that is subject to certain restrictions
and to risk of forfeiture.


 






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(aa)           
 “Restricted Share Unit Award” means the right granted to a Participant under Article 9 to receive Shares (or
the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions
and to risk of forfeiture.


 


(bb)         “Shares”
or “Common Shares” means common shares the Company par value $0.001. If there has been an adjustment or substitution
pursuant to Article 14, the term “Shares” shall also include any shares of stock or other securities that are substituted
for Shares or into which Shares are adjusted pursuant to Article 14.


 


(cc)           “Share
Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal
to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the grant price of the SAR, all
as determined pursuant to Article 8.


 


(dd)          “Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority
of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above,
with respect to an Incentive Option, “Subsidiary” shall have the meaning set forth in Section 424(f) of the Code.


 


(ee)           
“1933 Act” means the Securities Act of 1933, as amended from time to time.


 


ARTICLE
3.

EFFECTIVE TERM OF PLAN


 


3.1.           
EFFECTIVE DATE. The Plan shall be effective as of the date it is approved by both the Board and the shareholders of the
Company (the “Effective Date”).


 


3.2.           
TERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary of the Effective Date unless earlier terminated as
provided herein. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of termination.


 


ARTICLE
4.

ADMINISTRATION


 


4.1.            COMMITTEE.
The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least two trustees) or, at
the discretion of the Board from time to time, the Plan may be administered by the Board. After an IPO, none of the members of the
Committee shall be an officer or other salaried employee of the Company, and each of member shall (i) qualify in all respects as a
 “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange
Act”), (ii) meet such other requirements as may be established from time to time by the Securities and Exchange Commission
for plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act, and (iii) comply with the
independence requirements of the stock exchange on which the Shares are listed. The members of the Committee shall be appointed by,
and may be changed at any time and from time to time in the discretion of, the Board. The Board may reserve to itself any or all of
the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes.
To the extent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator
of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this
Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the
Committee, the actions of the Board shall control.


 






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4.2.           
ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time
adopt rules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations,
not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of the Plan, any Awards granted
under the Plan, any Award Agreements and all decisions and determinations by the Committee with respect to the Plan are final, binding,
and conclusive on all parties. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s or any Subsidiary’s
independent certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.


 


4.3.           
AUTHORITY OF COMMITTEE. Except as provided below, the Committee has the exclusive power, authority and discretion to:


 


(a)              
Grant Awards;


 


(b)              
Designate Participants;


 


(c)              
Determine the type or types of Awards to be granted to each Participant;


 


(d)              
Determine the number of Awards to be granted and the number of Shares, the dollar amount or other property to which an Award will
relate;


 


(e)              
Determine the terms and conditions of any Award granted under the Plan, including but not limited to, the exercise price, grant
price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions
on the exercisability of an Award, and accelerations or waivers thereof, based in each case on such considerations as the Committee in
its sole discretion determines;


 


(f)               
Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Shares, other Awards, or other property;


 






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(g)              
 Determine whether an Award may be canceled, forfeited, or surrendered;


 


(h)              
Prescribe the form of each Award Agreement, which need not be identical for each Participant;


 


(i)                
Decide all other matters that must be determined in connection with an Award;


 


(j)                Establish,
adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;


 


(k)             Make
all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer
the Plan; and


 


(l)                
Amend the Plan, any outstanding Award or any Award Agreement as provided herein.


 


4.4.           
DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by applicable law, the Board may delegate to one or more executive
officers of the Company the power to grant Awards to employees or officers of the Company or any of its present or future Subsidiaries
and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms of the Awards
to be granted by such executive officers (including the exercise price of any Options to be granted, which may include a formula by which
the exercise price will be determined) and the maximum number of shares subject to Awards that the executive officers may grant; provided
further, however, that no executive officer shall be authorized to grant Awards to any “executive officer” of the Company
(as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer”
of the Company (as defined by Rule 16a-1 under the Exchange Act).


 


4.5.           
AWARD AGREEMENT. Each Award shall be evidenced by an Award Agreement. Each Award Agreement shall include such provisions,
not inconsistent with the Plan, as may be specified by the Committee.


 


ARTICLE
5.

SHARES SUBJECT TO THE PLAN


 


5.1.           
Plan Limits. Subject to adjustment as provided in Article 14 herein, the
maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be Three Million (3,000,000) Shares, provided that


 


(a)              
Shares potentially deliverable under an Award granted under the Plan that is canceled, forfeited, settled in cash, expires or is
otherwise terminated without delivery of such Shares shall not be counted as having been delivered under the Plan for purposes of determining
such maximum number of Shares.


 






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(b)              
 Shares that have been issued in connection with an Award of Restricted Shares that is canceled or forfeited prior to vesting or
settled in cash, causing the Shares to be returned to the Company, shall not be counted as having been delivered under the Plan for purposes
of determining such maximum number of Shares.


 


Any or all of the Shares reserved
for issuance under the Plan shall be authorized for issuance pursuant to Incentive Options or other Awards.


 


5.2.           
 SHARES DISTRIBUTED. Any Shares distributed pursuant to an Award may consist,
in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased on the open market.


 


ARTICLE
6.

ELIGIBILITY


 


6.1.           
GENERAL. Awards may be granted to employees, officers, trustees and consultants of the Company, any Subsidiary or Affiliate,
except that Incentive Options may be granted only to an individual who has the status of an employee of the Company or a Subsidiary.


 


ARTICLE
7.

OPTIONS


 


7.1.           
GENERAL. The Committee is authorized to grant Options to Participants on the following terms and conditions:


 


(a)              EXERCISE PRICE. The exercise price per Share under an Option shall not be less than the Fair Market Value as of the Grant
Date.


 


(b)              TIME
AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised in whole or in part,
subject to Section 7.1(d). The Committee shall also determine the performance or other conditions, if any, that must be satisfied before
all or part of an Option may be exercised or vested.


 


(c)              PAYMENT.
The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without
limitation, cash, Shares, or other property (including “cashless exercise” arrangements), and the methods by which Shares
shall be delivered or deemed to be delivered to Participants.


 


(d)              
EXERCISE TERM. In no event may any Option be exercisable for more than ten years from the Grant Date.


 






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7.2.           
INCENTIVE OPTIONS. In addition to the requirements set forth in Section 7.1, the terms of any Incentive Options granted
under the Plan must comply with the following additional rules:


 


(a)              
 TERMINATION OF OPTION. Subject to any earlier termination provision contained in the Award Agreement, an Incentive Option
shall lapse upon the earliest of the following circumstances; provided, however, that the Committee may, prior to the lapse of the Incentive
Option under the circumstances described in subsections (iii), (iv) or (v) below, provide in writing that the Option will extend until
a later date, but if an Option is so extended and is exercised after the dates specified in subsections (iii), (iv) or (v) below, it will
automatically become a Nonstatutory Option:


 


(i)            The expiration date set forth in the Award Agreement;


 


(ii)           The
tenth anniversary of the Grant Date;


 


(iii)          Three
months after termination of the Participant’s Continuous Status as a Participant for any reason other than the Participant’s
Disability or death;


 


(iv)          One
year after termination of the Participant’s Continuous Status as a Participant by reason of the Participant’s Disability;
or


 


(v)           One
year after the Participant’s death if the Participant dies (A) while employed, (B) during the three-month period described in paragraph
(3) or (C) during the one-year period described in paragraph (4) and before the Option otherwise lapses.


 


(b)              INDIVIDUAL
DOLLAR LIMITATION. The aggregate Fair Market Value (determined as of the Grant Date) of all Shares with respect to which Incentive
Options are first exercisable by a Participant in any calendar year may not exceed $100,000.00.


 


(c)              TEN
PERCENT OWNERS. No Incentive Option shall be granted to any individual who, at the Grant Date, owns Shares possessing more than ten
percent of the total combined voting power of all classes of shares of the Company or any Parent or Subsidiary unless the exercise price
per share of such Option is at least one hundred and ten percent (110%) of the Fair Market Value per Share at the Grant Date and the
Option expires no later than five (5) years after the Grant Date.


 


(d)              RIGHT TO EXERCISE. During a Participant’s lifetime, an Incentive Option may be exercised only by the Participant or,
in the case of the Participant’s Disability, by the Participant’s guardian or legal representative.


 


(e)              
ELIGIBLE PARTICIPANTS. The Committee may not grant an Incentive Option to a Participant who is not at the Grant Date an
employee of the Company or a Subsidiary.


 






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ARTICLE
8.

SHARE APPRECIATION RIGHTS


 


8.1.           
GRANT OF SHARE APPRECIATION RIGHTS. The Committee is authorized to grant Share Appreciation Rights to Participants on the
following terms and conditions:


 


(a)              
RIGHT TO PAYMENT. Upon the exercise of a Share Appreciation Right, the Participant to whom it is granted has the right to
receive, with respect to each Share underlying such Share Appreciation Right, the excess, if any, of:


 


 (i)               
The Fair Market Value of one Share on the date of exercise; over


 


    The base price of
the Share Appreciation Right as determined by the Committee, which shall not be less than the Fair Market Value of one Share on the Grant
Date.


 


(b)             OTHER TERMS. All awards of Share Appreciation Rights shall be evidenced by an Award Agreement. The terms, methods of exercise,
methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any Share Appreciation Right
shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Agreement.


 


ARTICLE
9.

RESTRICTED SHARES AND RESTRICTED SHARE UNIT AWARDS


 


9.1.           GRANT
OF RESTRICTED SHARES AND RESTRICTED SHARE UNITS. The Committee is authorized to make Awards of Restricted Shares or Restricted Share
Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of Restricted
Shares or Restricted Share Units shall be evidenced by an Award Agreement setting forth the terms, conditions, and restrictions applicable
to the Award.


 


9.2.           ISSUANCE AND RESTRICTIONS. Restricted Shares or Restricted Share Units shall be subject to such restrictions on transferability
and other restrictions as the Committee may determine. These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the
time of the grant of the Award or thereafter. Except as otherwise provided in an Award Agreement, the Participant shall have all of the
rights of a shareholder with respect to the Restricted Shares, and the Participant shall have none of the rights of a stockholder with
respect to Restricted Share Units until such time as Shares are paid in settlement of the Restricted Share Units.


 


9.3.           FORFEITURE.
Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous
Status as a Participant during the applicable restriction period or upon failure to satisfy a requirement during the applicable
restriction period, Restricted Shares or Restricted Share Units that are at that time subject to restrictions shall be forfeited;
provided, however, that the Committee may provide in any Award Agreement that restrictions or forfeiture conditions relating to
Restricted Shares or Restricted Share Units will be waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted
Shares or Restricted Share Units.


 


9.4.           DELIVERY
OF RESTRICTED SHARES. Shares of Restricted Shares shall be delivered to the Participant at the time of grant either by book-entry
registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or
more of its employees) designated by the Committee, a share certificate or certificates registered in the name of the Participant. If
physical certificates representing shares of Restricted Shares are registered in the name of the Participant, such certificates must
bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares.


 






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ARTICLE
10.

EQUITY OR OTHER EQUITY-BASED AWARDS


 


10.1.       
GRANT OF EQUITY OR OTHER EQUITY-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law,
to grant to Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related
to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, Shares awarded purely
as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into Shares, and Awards valued by reference to book value of Shares or the value of securities of or the performance
of the Company or any Subsidiary. The Committee shall determine the terms and conditions of such Awards.


 


ARTICLE
11.

LTIP UNITS


 


11.1.       
GRANT OF LTIP UNITS. LTIP Units are intended to be profits interests in the operating partnership affiliated with the Company,
if any (such operating partnership, if any, the “Partnership”), the rights and features of which, if applicable, will
be set forth in the agreement of limited partnership for the Partnership (the “Partnership Agreement”). Subject to
the terms and provisions of the Plan and the Operating Partnership Agreement, the Committee, at any time and from time to time, may grant
LTIP Units to Participants in such amounts and upon such terms and conditions as the Committee shall determine.


 


ARTICLE
12.

PERFORMANCE AWARDS


 


12.1.       
Grant of Performance Awards. The Committee is authorized to grant any Award
in the form of a Performance Awards to Participants in such amounts and subject to such terms and conditions as may be selected by the
Committee. An Award of Performance Awards shall be evidenced by an Award Agreement setting forth the terms, conditions, and restrictions
applicable to the Award. The Committee may use such business criteria and other measures of performance as it may deem appropriate in
establishing any performance conditions. After the end of each Performance Period, the Committee shall determine the amount, if any, of
the Performance Award for that performance period payable to each Participant. The Committee may, in its discretion, determine that the
amount payable to any Participant as a Performance Award shall be reduced from the amount of his or her potential Performance Award, including
a determination to make no final Award whatsoever, and may exercise its discretion to increase the amounts payable under any Performance
Award.


 


ARTICLE
13.

PROVISIONS APPLICABLE TO AWARDS


 


13.1.       
STAND-ALONE AND TANDEM AWARDS. Awards granted under the Plan may, in the discretion of the Committee, be granted either
alone or in addition to, or in tandem with, any other Award granted under the Plan. Subject to Section 13.2, Awards granted in addition
to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.


 


13.2.       
TERM OF AWARD. The term of each Award shall be for the period as determined by the Committee, provided that in no event
shall the term of any Option or a Share Appreciation Right exceed a period of ten years from its Grant Date (or, if Section 7.2(c) applies,
five years from its Grant Date).


 


13.3.       
FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any applicable law or Award Agreement, payments or transfers
to be made by the Company on the grant or exercise of an Award may be made in such form as the Committee determines at or after the Grant
Date, including without limitation, cash, Shares, other Awards, or other property, or any combination, and may be made in a single payment
or transfer, in installments, in each case determined in accordance with rules adopted by, and at the discretion of, the Committee.


 


13.4.        LIMITS
ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company. No unexercised or restricted Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or, except in the case of an Incentive Option, pursuant to a
domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award under the Plan;
provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that such
transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Option to
fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors
deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards.


 






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13.5.       
BENEFICIARIES. Notwithstanding Section 13.4, a Participant may, in the manner determined by the Committee, designate a beneficiary
to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death.
A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions
of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide,
and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives
the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is filed with the Committee.


 


13.6.       
SHARE CERTIFICATES. All Shares issuable under the Plan is subject to any stop-transfer orders and other restrictions as
the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any
national securities exchange or automated quotation system on which the Shares is listed, quoted, or traded. The Committee may place legends
on any Share certificate or issue instructions to the transfer agent to reference restrictions applicable to the Shares.


 


13.7.       
TERMINATION OF EMPLOYMENT. Each Participant’s Award Agreement shall set forth the treatment of the Awards following
termination of the Participant’s employment or, if the Participant is a director or consultant, service with the Company. Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform among all Awards and may reflect distinctions based on
the reasons for termination or employment or service.


 


13.8.       
FORFEITURE EVENTS. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits
with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified
events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not
be limited to, termination of employment, violation of Company policies, breach of noncompetition, confidentiality or other restrictive
covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of
the Company.


 


13.9.       
SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in substitution for equity and equity-based awards held
by employees of another entity who become employees of the Company as a result of a merger or consolidation of the former employing entity
with the Company or the acquisition by the Company of property or equity of the former employing corporation. The Committee may direct
that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.


 


13.10.   
CHANGE IN CONTROL/ IPO. Each Participant’s Award Agreement shall set forth the treatment of the Awards in the event
of a Change in Control or IPO. Such provisions shall be determined in the sole discretion of the Committee and need not be uniform among
all Awards.


 


13.11.   
RIGHT OF FIRST REFUSAL/RIGHT OF REPURCHASE. The Committee may provide in a Participant’s Award Agreement that the
grant of an Award shall be conditioned upon the Participant’s (or any other interested person’s) execution of a shareholder
agreement in such form as is satisfactory to the Committee with respect to any Shares delivered or deliverable pursuant to such Award.
Without limiting the foregoing, the Committee may provide in a Participant’s Award Agreement that while Shares are not traded on
an established securities market that the Company may have certain repurchase rights or rights of first refusal with respect to the Shares
subject to an Award Agreement and Shares issued to the Participant pursuant to Awards under the Plan. In addition, at the discretion of
the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement or any other document a right of first
refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party, provided, that
such right of first refusal terminates upon an IPO.


 






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ARTICLE
14.

CHANGES IN CAPITAL STRUCTURE


 


14.1.       
GENERAL. In the event of a corporate event or transaction involving the Company (including, without limitation, any equity
dividend, equity split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination
or exchange of shares (each a “Corporate Transaction”), the Committee in its sole discretion may take the actions set
forth in Section 14.2. Notwithstanding the foregoing, in the event of any equity split, reverse equity split, equity dividend, recapitalization,
combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution
to holders of Shares other than an ordinary cash dividend, the authorization limit under Article 5 shall be adjusted proportionately,
and the Committee shall make such other adjustments to the Awards and to any provisions of the Plan as the Committee deems necessary.


 


14.2.        ACTIONS
BY THE COMMITTEE. Action by the Committee in the event of a Corporate Transaction may include: (i) adjustment of the number and
kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding
Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the
benefit payable on an Award; and (iv) any other adjustments that the Committee determines. In addition, upon the occurrence or in
anticipation of such an event that is a Change in Control, the Committee may, in its sole discretion, provide (i) that Awards will
be settled in cash rather than Shares, (ii) that Awards will become immediately vested and exercisable and will expire after a
designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or
otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by
payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Shares, if any, as of a specified
date associated with the transaction, over the exercise or base price of the Award, and with the understanding that if the exercise
or base price of any Awards exceeds such Fair Market Value, then the value of such Award shall be zero and subject to settlement and
cancellation for no consideration, or (v) any combination of the foregoing. The Committee’s determination need not be uniform
and may be different for different Participants whether or not such Participants are similarly situated. To the extent that any
adjustments made pursuant to this Article 14 cause Incentive Options to cease to qualify as Incentive Options, such Options shall be
deemed to be Nonstatutory Options. Notwithstanding the foregoing, as may be determined by the Committee, any such adjustment shall
not (i) cause an Award which is exempt from Section 409A of the Code to become subject to Section 409A of the Code or (ii) cause an
Award subject to Section 409A of the Code not to comply with the requirements of Section 409A of the Code. Notwithstanding any other
provision of this Plan to the contrary, unless expressly provided otherwise in the Award Agreement, if the right to receive or
benefit from an Award under this Plan, either alone or together with payments that a Participant has a right to receive from the
Company, would constitute a “parachute payment” (as defined in Section 280G of the Code), all such payments will be
reduced to the largest amount that will result in no portion being subject to the excise tax imposed by Section 4999 of the
Code.


 


ARTICLE
15.

AMENDMENT, MODIFICATION AND TERMINATION


 


15.1.       
AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify
or terminate the Plan without shareholder approval; provided, however, the Board or Committee may condition any other amendment or modification
on the approval of shareholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable
to satisfy any other tax, securities or other applicable laws, policies or regulations.


 


15.2.       
OPTIONS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding
Award without approval of the Participant; provided, however:


 


(a)              Subject
to the terms of the applicable Award Agreement, such amendment, modification or termination shall not, without the Participant’s
consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed out or otherwise settled
on the date of such amendment or termination (with the per-share value of an Option or Share Appreciation Right for this purpose being
calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base
price of such Award); and


 


(b)               No
termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the
written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected”
by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been
exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or Share
Appreciation Right for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such
amendment over the exercise or base price of such Award, and with the understanding that if the exercise or base price of such
Awards exceeds such Fair Market Value, then the value of such Award shall be zero and subject to settlement and cancellation for no
consideration).


 






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ARTICLE
16.

GENERAL PROVISIONS


 


16.1.       
NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No Participant shall have any claim to be granted any Award under the Plan.
Neither the Company nor the Committee is obligated to treat Participants uniformly, and determinations made under the Plan may be made
by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible
Participants are similarly situated).


 


16.2.       
NO SHAREHOLDER RIGHTS. No Award gives a Participant any of the rights of a shareholder of the Company unless and until Shares
are in fact issued to such person in connection with such Award.


 


16.3.       
WITHHOLDING. The Company shall have the authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required
by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. If Shares
are surrendered to the Company to satisfy tax obligations in excess of the minimum tax withholding obligation, such Shares must have been
held by the Participant as fully vested shares for such period of time, if any, as necessary to avoid the recognition of an expense under
generally accepted accounting principles. The Company shall have the authority to require a Participant to remit cash to the Company in
lieu of the surrender of Shares for taxes if the surrender of Shares for such purpose would result in the Company’s recognition
of expense under generally accepted accounting principles. With respect to withholding required upon any taxable event under the Plan,
the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied,
in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount
(and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes.


 


16.4.        NO
RIGHT TO CONTINUED SERVICE. Nothing in the Plan, any Award Agreement or any other document or statement made with respect to the
Plan, shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or status as
an officer, director or consultant at any time, nor confer upon any Participant any right to continue as an employee, officer,
director or consultant of the Company, whether for the duration of a Participant’s Award or otherwise.


 


16.5.       
UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the
Participant any rights that are greater than those of a general creditor of the Company. This Plan is intended not to be subject to the
Employee Retirement Income Security Act of 1974, as amended.


 


16.6.       
RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under
any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company unless provided otherwise in
such other plan.


 


16.7.       
REIT STATUS. This Plan shall be interpreted and construed in a manner consistent with the Company’s status as a Real
Estate Investment Trust as defined under the Code (“REIT”). No award shall be granted or awarded, and with respect
to any award granted under this Plan, such award shall not vest, be exercisable or be settled (i) to the extent that the grant, vesting,
exercise or settlement could cause the Participant or any other person to be in violation of the share ownership limit or any other limitation
on ownership or transfer prescribed by the Company’s charter, or (ii) if, in the discretion of the Committee, the grant, vesting,
exercise or settlement of the award could impair the Company’s status as a REIT.


 


16.8.       
EXPENSES. The expenses of administering the Plan shall be borne by the Company.


 


16.9.       
TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the
event of any conflict, the text of the Plan, rather than such titles or headings, shall control.


 


16.10.   
GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular shall include the plural.


 


16.11.   
FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash
shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.


 






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16.12.   
GOVERNMENT AND OTHER REGULATIONS.


 


(a)               Notwithstanding
any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such
Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange
Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration
statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from
the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.


 


(b)              
Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or
qualification of the Shares covered by an Award upon any exchange or under any foreign, federal, state or local law or practice, or the
consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting
of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award
unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition
not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and
agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal
requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to
the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register
any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance
and delivery of such certificates to comply with any such law, regulation or requirement.


 


16.13.   
GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Agreements shall be construed in accordance
with and governed by the laws of the State of Maryland.


 


16.14.   
ADDITIONAL PROVISIONS. Each Award Agreement may contain such other terms and conditions as the Committee may determine;
provided that such other terms and conditions are not inconsistent with the provisions of the Plan. Notwithstanding the foregoing, any
Award Agreement for a resident in any state shall contain such other terms and conditions as are necessary to comply with the laws of
such state.


 


16.15.   
Addenda. Subject to Section 16.13, the Committee may approve such addenda
to the Plan as it may consider necessary or appropriate for the purpose of granting Awards to Participants, which Awards may contain such
terms and conditions as the Committee deems necessary or appropriate to accommodate differences in local law, tax policy or custom, which,
if so required under applicable laws, may deviate from the terms and conditions set forth in this Plan.


 


16.16.   
NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company
to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell
or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate
purposes, to draft or assume awards, other than under the Plan, to or with respect to any person.


 


16.17.   
 INDEMNIFICATION. Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the
Company to whom authority was delegated in accordance with Article 4 shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action
taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s
approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he
or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct
or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that
the Company may have to indemnify them or hold them harmless.


 






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