EX-10.4 INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN



 





EXHIBIT 10.4

 






REITPLUS, INC.

2007 INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN




 






 









 





REITPLUS, INC.

2007 INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN




	 	 	 	 	 
	ARTICLE 1 PURPOSE 
	 	 	1	 
	 
	 	 	 	 
	1.1 General 
	 	 	1	 
	 
	 	 	 	 
	1.2 Eligibility 
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 DEFINITIONS 
	 	 	1	 
	 
	 	 	 	 
	2.1 Definitions 
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 3 EFFECTIVE TERM OF PLAN 
	 	 	5	 
	 
	 	 	 	 
	3.1 Effective Date 
	 	 	5	 
	 
	 	 	 	 
	3.2 Term of Plan 
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 4 ADMINISTRATION 
	 	 	6	 
	 
	 	 	 	 
	4.1 Administration 
	 	 	6	 
	 
	 	 	 	 
	4.2 Reliance 
	 	 	6	 
	 
	 	 	 	 
	4.3 Indemnification 
	 	 	6	 
	 
	 	 	 	 
	4.4 Award Certificates 
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 5 SHARES SUBJECT TO THE PLAN 
	 	 	7	 
	 
	 	 	 	 
	5.1 Number of Shares 
	 	 	7	 
	 
	 	 	 	 
	5.2 Share Counting 
	 	 	7	 
	 
	 	 	 	 
	5.3 Stock Distributed 
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 7 STOCK OPTIONS 
	 	 	8	 
	 
	 	 	 	 
	6.1 General 
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 7 STOCK APPRECIATION RIGHTS 
	 	 	8	 
	 
	 	 	 	 
	7.1 Grant of Stock Appreciation Rights 
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 8 RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS
	 	 	9	 
	 
	 	 	 	 
	8.1 Grant of Restricted Stock, Restricted Stock Units and Deferred Stock Units
	 	 	9	 
	 
	 	 	 	 
	8.2 Issuance and Restrictions 
	 	 	9	 
	 
	 	 	 	 
	8.3 Forfeiture 
	 	 	9	 
	 
	 	 	 	 
	8.4 Delivery of Restricted Stock 
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 9 PERFORMANCE AWARDS 
	 	 	10	 
	 
	 	 	 	 
	9.1 Grant of Performance Awards 
	 	 	10	 






 









 






	 	 	 	 	 
	9.2 Performance Goals 
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 10 DIVIDEND EQUIVALENTS 
	 	 	10	 
	 
	 	 	 	 
	10.1 Grant of Dividend Equivalents 
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 11 STOCK OR OTHER STOCK-BASED AWARDS 
	 	 	11	 
	 
	 	 	 	 
	11.1 Grant of Stock or Other Stock-Based Awards 
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 12 PROVISIONS APPLICABLE TO AWARDS 
	 	 	11	 
	 
	 	 	 	 
	12.1 Term of Awards 
	 	 	11	 
	 
	 	 	 	 
	12.2 Form of Payment of Awards 
	 	 	11	 
	 
	 	 	 	 
	12.3 Limits on Transfer 
	 	 	11	 
	 
	 	 	 	 
	12.4 Beneficiaries 
	 	 	11	 
	 
	 	 	 	 
	12.5 Stock Trading Restrictions 
	 	 	12	 
	 
	 	 	 	 
	12.6 Acceleration upon Death or Disability 
	 	 	12	 
	 
	 	 	 	 
	12.7 Acceleration upon a Change in Control 
	 	 	12	 
	 
	 	 	 	 
	12.8 Acceleration for Any Other Reason 
	 	 	12	 
	 
	 	 	 	 
	12.9 Effect of Acceleration 
	 	 	13	 
	 
	 	 	 	 
	12.10 Forfeiture Events 
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 13 CHANGES IN CAPITAL STRUCTURE 
	 	 	13	 
	 
	 	 	 	 
	13.1 Mandatory Adjustments 
	 	 	13	 
	 
	 	 	 	 
	13.2 Discretionary Adjustments 
	 	 	14	 
	 
	 	 	 	 
	13.3 General 
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 14 AMENDMENT, MODIFICATION AND TERMINATION
	 	 	14	 
	 
	 	 	 	 
	14.1 Amendment, Modification and Termination 
	 	 	14	 
	 
	 	 	 	 
	14.2 Awards Previously Granted 
	 	 	14	 
	 
	 	 	 	 
	14.3 Compliance Amendments 
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 15 GENERAL PROVISIONS 
	 	 	15	 
	 
	 	 	 	 
	15.1 Rights of Participants 
	 	 	15	 
	 
	 	 	 	 
	15.2 Special Provisions Related to Section 409A of the Code 
	 	 	15	 
	 
	 	 	 	 
	15.3 Unfunded Status of Awards 
	 	 	16	 
	 
	 	 	 	 
	15.4 Relationship to Other Benefits 
	 	 	16	 
	 
	 	 	 	 
	15.5 Expenses 
	 	 	16	 
	 
	 	 	 	 
	15.6 Titles and Headings 
	 	 	16	 






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	15.7 Gender and Number 
	 	 	16	 
	 
	 	 	 	 
	15.8 Fractional Shares 
	 	 	16	 
	 
	 	 	 	 
	15.9 Government and Other Regulations 
	 	 	16	 
	 
	 	 	 	 
	15.10 Governing Law 
	 	 	17	 
	 
	 	 	 	 
	15.11 Additional Provisions 
	 	 	17	 
	 
	 	 	 	 
	15.12 No Limitations on Rights of Company 
	 	 	17	 






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REITPLUS, INC.

2007 INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN




ARTICLE 1

PURPOSE




     1.1. GENERAL. The purpose of the Plan is to attract, retain and compensate
highly-qualified individuals who are not employees of the Company for service as Independent
Directors of the Board by providing them with an equity interest in the Common Stock of the
Company. The Company intends that the Plan will benefit the Company and its shareholders by
allowing Independent Directors to have a personal financial stake in the Company through an
ownership interest in the Common Stock and will closely associate the interests of Independent
Directors with that of the Company’s shareholders.



     1.2. ELIGIBILITY. Independent Directors of the Company shall automatically be
participants in the Plan.



ARTICLE 2

DEFINITIONS




     2.1. DEFINITIONS. When a word or phrase appears in this Plan 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 unless a clearly different meaning is
required by the context. The following words and phrases shall have the following meanings:




     (a) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award,
Restricted Stock Unit Award, Deferred Stock Unit Award, Performance Award, Dividend
Equivalent Award, Other Stock-Based Award, or any other right or interest relating to Stock
or cash, granted to a Participant under the Plan.




     (b) “Award Certificate” means a written document, in such form as the Board prescribes
from time to time, setting forth the terms and conditions of an Award. Award Certificates
may be in the form of individual award agreements or certificates or a program document
describing the terms and provisions of an Awards or series of Awards under the Plan. The
Board may provide for the use of electronic or other non-paper Award Certificates, and the
use of electronic or other non-paper means for the acceptance thereof and actions
thereunder by a Participant.




     (c) “Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the
General Rules and Regulations under the 1934 Act.




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




     (e) “Cause,” with respect to a Participant’s termination of directorship, means an act
or failure to act that constitutes cause for removal of a director under applicable
Maryland law. The determination of the Board as to the existence of “Cause” shall be
conclusive on the Participant and the Company.




     (f) “Change in Control” means and includes the occurrence of any one of



 









 







the following events but shall specifically exclude a Public Offering:




     (i) individuals who, on the Effective Date, constitute the Board of Directors
of the Company (the “Incumbent Directors”) cease for any reason to constitute at
least a majority of such Board, provided that any person becoming a director after
the Effective Date and whose election or nomination for election was approved by a
vote of at least a majority of the Incumbent Directors then on the Board shall be
an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of the Company as a result of an
actual or threatened election contest with respect to the election or removal of
directors (“Election Contest”) or other actual or threatened solicitation of
proxies or consents by or on behalf of any Person other than the Board (“Proxy
Contest”), including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or




     (ii) any person becomes a Beneficial Owner, directly or indirectly, of either
(A) 35% or more of the then-outstanding shares of common stock of the Company
(“Company Common Stock”) or (B) securities of the Company representing 35% or more
of the combined voting power of the Company’s then outstanding securities eligible
to vote for the election of directors (the “Company Voting Securities”);
provided, however, that for purposes of this subsection (ii), the
following acquisitions of Company Common Stock or Company Voting Securities shall
not constitute a Change in Control: (w) an acquisition directly from the Company,
(x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or
any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as
defined in subsection (iii) below); or




     (iii) the consummation of a reorganization, merger, consolidation, statutory
share exchange or similar form of corporate transaction involving the Company or a
Subsidiary (a “Reorganization”), or the sale or other disposition of all or
substantially all of the Company’s assets (a “Sale”) or the acquisition of assets
or stock of another corporation or other entity (an “Acquisition”), unless
immediately following such Reorganization, Sale or Acquisition: (A) all or
substantially all of the individuals and entities who were the Beneficial Owners,
respectively, of the outstanding Company Common Stock and outstanding Company
Voting Securities immediately prior to such Reorganization, Sale or Acquisition
beneficially own, directly or indirectly, more than 35% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the entity resulting from such Reorganization,
Sale or Acquisition (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 or stock either directly or through one or more subsidiaries, the “Surviving
Entity”) in substantially the same proportions as their ownership, immediately
prior to such Reorganization, Sale or Acquisition, of the outstanding Company
Common Stock and the outstanding Company Voting Securities, as the case may be, and
(B) no person (other than (x) the Company or any Subsidiary, (y) the Surviving
Entity or its ultimate parent entity, or (z) any employee benefit plan (or related
trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner,
directly or indirectly, of 35% or more of the



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total common stock or 35% or more of the total voting power of the outstanding
voting securities eligible to elect directors of the Surviving Entity, and (C) at
least a majority of the members of the board of directors of the Surviving Entity
were Incumbent Directors at the time of the Board’s approval of the execution of
the initial agreement providing for such Reorganization, Sale or Acquisition (any
Reorganization, Sale or Acquisition which satisfies all of the criteria specified
in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or




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




     (g) “Charter” means the articles of incorporation of the Company, as such articles of
incorporation may be amended from time to time.




     (h) “Code” means the Internal Revenue Code of 1986, as amended from time to time. For
purposes of this Plan, references to sections of the Code shall be deemed to include
references to any applicable regulations thereunder and any successor or similar provision.




     (i) “Company” means REITPlus, Inc., a Maryland corporation, or any successor
corporation.




     (j) “Continuous Status as a Participant” means the absence of any interruption or
termination of service as an Independent Director. Whether military, government or other
service or other leave of absence shall constitute a termination of Continuous Status as a
Participant shall be determined in each case by the Board at its discretion, and any
determination by the Board shall be final and conclusive.




     (k) “Deferred Stock Unit” means a right granted to a Participant under Article 8 to
receive Shares of Stock (or the equivalent value in cash or other property if the Board so
provides) at a future time as determined by the Board, or as determined by the Participant
within guidelines established by the Board in the case of voluntary deferral elections.




     (l) “Disability” of a Participant means that the Participant (i) is unable to engage
in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three months under an accident and
health plan covering employees of the Participant’s employer. In the event of a dispute,
the determination whether a Participant is Disabled will be made by the Board and may be
supported by the advice of a physician competent in the area to which such Disability
relates.




     (m) “Dividend Equivalent” means a right granted to a Participant under Article 10.




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



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     (o) “Fair Market Value,” on any date, means (i) if the Stock is listed on a securities
exchange, the closing sales price on such exchange or over such system on such date or, in
the absence of reported sales on such date, the closing sales price on the immediately
preceding date on which sales were reported, or (ii) if the Stock is not listed on a
securities exchange, the mean between the bid and offered prices as quoted by NASDAQ for
such date, provided that if it is determined that the fair market value is not properly
reflected by such NASDAQ quotations, Fair Market Value will be determined by such other
method as the Board determines in good faith to be reasonable and in compliance with Code
Section 409A.




     (p) “Full Value Award” means an Award other than in the form of an Option or SAR, and
which is settled by the issuance of Stock (or at the discretion of the Board, settled in
cash valued by reference to Stock value).




     (q) “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 such
later date as is determined and specified as part of that authorization process. Notice of
the grant shall be provided to the grantee within a reasonable time after the Grant Date.




     (r) “Independent Director” means a director of the Company who is not a common law
employee of the Company and who meets the additional requirements set forth for an
“independent director” in the Charter.




     (s) “Nonstatutory Stock Option” means a right granted to a Participant under Article 6
of the Plan to purchase Stock at a specified price during specified time periods.




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




     (u) “Parent” means a corporation, limited liability company, partnership or other
entity which owns or beneficially owns a majority of the outstanding voting stock or voting
power of the Company.




     (v) “Participant” means a person who, as an Independent Director of the Company, 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 pursuant to Section
12.4 or the legal guardian or other legal representative acting in a fiduciary capacity on
behalf of the Participant under applicable state law and court supervision.




     (w) “Performance Award” means any award granted under the Plan pursuant to Article 9.




     (x) “Person” means any individual, entity or group, within the meaning of Section
3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.




     (y) “Plan” means the REITPlus, Inc. 2007 Independent Directors Stock



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Incentive Plan, as amended from time to time.




     (z) “Public Offering” shall occur on closing date of a public offering of any class or
series of the Company’s equity securities pursuant to a registration statement filed by the
Company under the 1933 Act.




     (aa) “Restricted Stock Award” means Stock granted to a Participant under Article 8
that is subject to certain restrictions and to risk of forfeiture.




     (bb) “Restricted Stock Unit Award” means the right granted to a Participant under
Article 8 to receive shares of Stock (or the equivalent value in cash or other property if
the Board so provides) in the future, which right is subject to certain restrictions and to
risk of forfeiture.




     (cc) “Shares” means shares of the Company’s Stock. If there has been an adjustment or
substitution pursuant to Sections 12.9, 13.1 or 13.2, 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 Section 13.1.




     (dd) “Stock” means the $0.01 par value common stock of the Company and such other
securities of the Company as may be substituted for Stock pursuant to Sections 12.9, 13.1
or 13.2.




     (ee) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under
Article 7 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 7.




     (ff) “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.




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




     (hh) “1934 Act” means the Securities Exchange Act of 1934, 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, which shall
continue to be governed by the applicable terms and conditions of this Plan.



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ARTICLE 4

ADMINISTRATION




     4.1. ADMINISTRATION. The Plan shall be administered by the Board. Subject to the
provisions of the Plan, the Board shall be authorized to:




     (a) Grant Awards;




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




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




     (d) Determine the terms and conditions of any Award granted under the Plan;




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




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




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




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




     (i) Amend the Plan or any Award Certificate as provided herein; and




     (j) Adopt such modifications, procedures, and subplans as may be necessary or
desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the
Company or any Affiliate may operate, in order to assure the viability of the benefits of
Awards granted to participants located in such other jurisdictions and to meet the
objectives of the Plan.



     4.2. RELIANCE. In administering the Plan, the Board may rely upon any information
furnished by the Company, its public accountants and other experts. No individual will have
personal liability by reason of anything done or omitted to be done by the Company or the Board in
connection with the Plan. This limitation of liability shall not be exclusive of any other
limitation of liability to which any such person may be entitled under the Company’s certificate of
incorporation or otherwise.



     4.3. INDEMNIFICATION. Each person who is or has been a member of the Board or who
otherwise participates in the administration or operation of this Plan shall be indemnified by the
Company against, and held harmless from, any loss, cost, liability or expense that may be imposed
upon or incurred by him or her in connection with or resulting from any claim, action, suit or
proceeding in which such person may be involved by reason of any action taken or failure to act
under the Plan and shall be fully reimbursed by the Company for any and all amounts paid by such
person in satisfaction of judgment against him or her in any such action, suit or proceeding,
provided he or she will give the Company an opportunity, by written notice to the Board, to defend
the same at the Company’s own expense before he or she undertakes to defend it on his or her own



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behalf. This right of indemnification shall not be exclusive of any other rights of
indemnification to which any such person may be entitled under the Company’s certificate of
incorporation, bylaws, contract or Maryland law.



     4.4. AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each
Award Certificate shall include such provisions, not inconsistent with the Plan, as may be
specified by the Board.



ARTICLE 5

SHARES SUBJECT TO THE PLAN




     5.1. NUMBER OF SHARES. Subject to Sections 5.2 and Section 13.1, the aggregate number
of Shares reserved and available for issuance pursuant to Awards
granted under the Plan shall be 2,000,000.



     5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan
share reserve as of the date of grant, but shall be added back to the Plan share reserve if
required by this Section 5.2.




     (a) To the extent that an Award is canceled, terminates, expires, is forfeited or
lapses for any reason, any unissued or forfeited Shares subject to the Award will again be
available for issuance pursuant to Awards granted under the Plan.




     (b) Shares subject to Awards settled in cash will again be available for issuance
pursuant to Awards granted under the Plan.




     (c) Shares withheld from an Award or delivered by a Participant to satisfy minimum tax
withholding requirements will again be available for issuance pursuant to Awards granted
under the Plan. 




     (d) If the exercise price of an Option is satisfied by delivering Shares to the
Company (by either actual delivery or attestation), only the number of Shares issued to the
Participant in excess of the Shares tendered (by delivery or attestation) shall be
considered to be issued for purposes of determining the number of Shares remaining
available for issuance pursuant to Awards granted under the Plan and the remainder will
again be available for issuance pursuant to Awards granted under the Plan.




     (e) To the extent that the full number of Shares subject to an Option or SAR is not
issued upon exercise of the Option or SAR for any reason, including by reason of
net-settlement of the Award, only the number of Shares issued and delivered upon exercise
of the Option or SAR shall be considered for purposes of determining the number of Shares
remaining available for issuance pursuant to Awards granted under the Plan and the
remainder will again be available for issuance pursuant to Awards granted under the Plan.




     (f) To the extent that the full number of Shares subject to an Award other than an
Option or SAR is not issued for any reason, including by reason of failure to achieve
maximum performance goals, only the number of Shares issued and delivered shall be
considered for purposes of determining the number of Shares remaining available for
issuance pursuant to Awards granted under the Plan and the remainder will again be
available for issuance pursuant to Awards granted under the Plan.



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



ARTICLE 6

STOCK OPTIONS




     6.1. GENERAL. The Board 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 be
determined by the Board, provided that the exercise price for any Option shall not be less
than the Fair Market Value as of the Grant Date.




     (b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 13.1,
the exercise price of an Option may not be reduced, directly or indirectly by cancellation
and regrant or otherwise, without the prior approval of the shareholders of the Company.




     (c) TIME AND CONDITIONS OF EXERCISE. The Board shall determine the time or
times at which an Option may be exercised in whole or in part, subject to Section 7.1(e).
The Board 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.




     (d) PAYMENT. The Board 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.




     (e) EXERCISE TERM. No Option granted under the Plan shall be exercisable for
more than ten years from the Grant Date.




     (f) NO DEFERRAL FEATURE. No Option shall provide for any feature for the
deferral of compensation other than the deferral of recognition of income until the
exercise or disposition of the Option.



ARTICLE 7

STOCK APPRECIATION RIGHTS




     7.1. GRANT OF STOCK APPRECIATION RIGHTS. The Board is authorized to grant Stock
Appreciation Rights to Participants on the following terms and conditions:




     (a) RIGHT TO PAYMENT. Upon the exercise of a SAR, the Participant to whom it
is granted has the right to receive, for each Share with respect to which the SAR is being
exercised, the excess, if any, of:




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




     (2) The base price of the SAR as determined by the Board, which



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shall not be less than the Fair Market Value of one Share on the Grant Date.




     (b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 13.1,
the base price of a SAR may not be reduced, directly or indirectly by cancellation and
regrant or otherwise, without the prior approval of the shareholders of the Company.




     (c) EXERCISE TERM. No SAR shall be exercisable for more than ten years from
the Grant Date.




     (d) NO DEFERRAL FEATURE. No SAR shall provide for any feature for the
deferral of compensation other than the deferral of recognition of income until the
exercise or disposition of the SAR.




     (e) OTHER TERMS. All SARs shall be evidenced by an Award Certificate.
Subject to the limitations of this Article 7, the terms, methods of exercise, methods of
settlement, form of consideration payable in settlement, and any other terms and conditions
of any SAR shall be determined by the Board at the time of the grant of the Award and shall
be reflected in the Award Certificate.



ARTICLE 8

RESTRICTED STOCK, RESTRICTED STOCK UNITS

AND DEFERRED STOCK UNITS




     8.1. GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The
Board is authorized to make Awards of Restricted Stock, Restricted Stock Units or Deferred Stock
Units to Participants in such amounts and subject to such terms and conditions as may be selected
by the Board. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall
be evidenced by an Award Certificate setting forth the terms, conditions, and restrictions
applicable to the Award.



     8.2. ISSUANCE AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred
Stock Units shall be subject to such restrictions on transferability and other restrictions as the
Board may impose (including, without limitation, limitations on the right to vote Restricted Stock
or the right to receive dividends on the Restricted Stock). 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 Board determines at the time of the
grant of the Award or thereafter. Except as otherwise provided in an Award Certificate or any
special Plan document governing an Award, the Participant shall have all of the rights of a
shareholder with respect to the Restricted Stock, and the Participant shall have none of the rights
of a shareholder with respect to Restricted Stock Units or Deferred Stock Units until such time as
Shares of Stock are paid in settlement of the Restricted Stock Units or Deferred Stock Units.
Unless otherwise provided in the applicable Award Certificate, Awards of Restricted Stock will be
entitled to full dividend rights and any dividends paid thereon will be paid or distributed to the
holder no later than the end of the calendar year in which the dividends are paid to shareholders
or, if later, the 15th day of the third month following the date the dividends are paid
to shareholders.



     8.3. FORFEITURE. Except as otherwise determined by the Board 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 performance goal during the



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applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time
subject to restrictions shall be forfeited.



     8.4. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock 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 Board, a stock certificate or certificates registered in
the name of the Participant. If physical certificates representing shares of Restricted Stock 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 Stock.



ARTICLE 9

PERFORMANCE AWARDS




     9.1. GRANT OF PERFORMANCE AWARDS. The Board is authorized to grant any Award under
this Plan, including cash-based Awards, with performance-based vesting criteria, on such terms and
conditions as may be selected by the Board. The Board shall have the complete discretion to
determine the number of Performance Awards granted to each Participant, and to designate the
provisions of such Performance Awards as provided in Section 4.1. All Performance Awards shall be
evidenced by an Award Certificate or a written program established by the Board, pursuant to which
Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set
forth in such written program.



     9.2. PERFORMANCE GOALS. The Board may establish performance goals for Performance
Awards which may be based on any criteria selected by the Board. Such performance goals may be
described in terms of Company-wide objectives or in terms of objectives that relate to the
performance of the Participant or a division, region, department or function within the Company.
If the Board determines that a change in the business, operations, corporate structure or capital
structure of the Company or the manner in which the Company conducts its business, or other events
or circumstances render performance goals to be unsuitable, the Board may modify such performance
goals in whole or in part, as the Board deems appropriate.



ARTICLE 10

DIVIDEND EQUIVALENTS




     10.1. GRANT OF DIVIDEND EQUIVALENTS. The Board is authorized to grant Dividend
Equivalents with respect to Full Value Awards granted hereunder, subject to such terms and
conditions as may be selected by the Board. Dividend Equivalents shall entitle the Participant to
receive payments equal to dividends with respect to all or a portion of the number of Shares
subject to a Full Value Award, as determined by the Board. The Board may provide that Dividend
Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional
Shares, or otherwise reinvested. Unless otherwise provided in the applicable Award Certificate,
Dividend Equivalents will be paid or distributed no later than the 15th day of the
3rd month following the later of (i) the calendar year in which the corresponding
dividends were paid to shareholders, or (ii) the first calendar year in which the Participant’s
right to such Dividends Equivalents is no longer subject to a substantial risk of forfeiture.



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ARTICLE 11

STOCK OR OTHER STOCK-BASED AWARDS




     11.1. GRANT OF STOCK OR OTHER STOCK-BASED AWARDS. The Board 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 Board 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
specified Parents or Subsidiaries. The Board shall determine the terms and conditions of such
Awards.



ARTICLE 12

PROVISIONS APPLICABLE TO AWARDS




     12.1. TERM OF AWARD. The term of each Award shall be for the period as determined by
the Board, provided that in no event shall the term of any Option or a Stock Appreciation Right
exceed a period of ten years from its Grant Date.



     12.2. FORM OF PAYMENT FOR AWARDS. At the discretion of the Board, payment of Awards
may be made in cash, Stock, a combination of cash and Stock, or any other form of property as the
Board shall determine. In addition, payment of Awards may include such terms, conditions,
restrictions and/or limitations, if any, as the Board deems appropriate, including, in the case of
Awards paid in the form of Stock, restrictions on transfer and forfeiture provisions. Further,
payment of Awards may be made in the form of a lump sum, or in installments, as determined by the
Board.



     12.3. 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; provided,
however, that the Board may (but need not) permit other transfers (other than transfers for value)
where the Board concludes that such transferability (i) does not result in accelerated taxation,
and (ii) 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.



     12.4. BENEFICIARIES. Notwithstanding Section 12.3, a Participant may, in the manner
determined by the Board, 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 Certificate applicable to the Participant,
except to the extent the Plan and Award Certificate otherwise provide, and to any additional
restrictions deemed necessary or appropriate by the Board. 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 Board.



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     12.5. STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan is subject to any
stop-transfer orders and other restrictions as the Board 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 Stock is listed, quoted, or traded.
The Board may place legends on any Stock certificate or issue instructions to the transfer agent to
reference restrictions applicable to the Stock.



     12.6. ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the
Award Certificate or any special Plan document governing an Award, upon the termination of a
person’s Continuous Status as a Participant by reason of death or Disability:




     (i) all of that Participant’s outstanding Options and SARs shall become fully vested
and exercisable;




     (ii) all time-based vesting restrictions on that Participant’s outstanding Awards
shall lapse as of the date of termination; and




     (iii) the payout opportunities attainable under all of that Participant’s outstanding
performance-based Awards shall be deemed to have been fully earned as of the date of
termination as follows:




     (A) if the date of termination occurs during the first half of the applicable
performance period, all relevant performance goals will be deemed to have been
achieved at the “target” level, and




     (B) if the date of termination occurs during the second half of the applicable
performance period, the actual level of achievement of all relevant performance
goals against target will be measured as of the end of the calendar quarter
immediately preceding the date of termination, and




     (C) in either such case, there shall be a prorata payout to the Participant or
his or her estate within sixty (60) days following the date of termination (unless
a later date is required by Section 15.3 hereof) based upon the length of time
within the performance period that has elapsed prior to the date of termination.



     12.7. ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise provided in the
Award Certificate or any special Plan document governing an Award, upon the occurrence of a Change
in Control, (i) all outstanding Options, SARs, and other Awards in the nature of rights that may be
exercised shall become fully exercisable, and (ii) all time-based vesting restrictions on
outstanding Awards shall lapse. Except as otherwise provided in the Award Certificate or any
special Plan document governing an Award, upon the occurrence of a Change in Control, the target
payout opportunities attainable under all outstanding performance-based Awards shall be deemed to
have been fully earned as of the effective date of the Change in Control based upon an assumed
achievement of all relevant performance goals at the “target” level and there shall be prorata
payout to Participants within thirty (30) days following the effective date of the Change in
Control based upon the length of time within the performance period that has elapsed prior to the
Change in Control.



     12.8. ACCELERATION FOR ANY REASON. Regardless of whether an event has occurred as
described in Section 12.6 or 12.7 above, the Board may in its sole discretion at any



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time determine that all or a portion of a Participant’s Options, SARs, and other Awards in the
nature of rights that may be exercised shall become fully or partially exercisable, that all or a
part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall
lapse, and/or that any performance-based criteria with respect to any Awards shall be deemed to be
wholly or partially satisfied, in each case, as of such date as the Board may, in its sole
discretion, declare. The Board may discriminate among Participants and among Awards granted to a
Participant in exercising its discretion pursuant to this Section 12.8. Notwithstanding anything
in the Plan, including this Section 12.8, the Board may not accelerate the payment of any Award if
such acceleration would violate Section 409A(a)(3) of the Code.



     12.9. EFFECT OF ACCELERATION. If an Award is accelerated under Section 12.6, 12.7 or
12.8, the Board may, in its sole discretion, provide (i) that the Award will expire after a
designated period of time after such acceleration to the extent not then exercised, (ii) that the
Award will be settled in cash rather than Stock, (iii) that the Award will be assumed by another
party to a transaction giving rise to the acceleration or otherwise be equitably converted or
substituted in connection with such transaction, (iv) that the Award may be settled by payment in
cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as
of a specified date associated with the transaction, over the exercise price of the Award, or (v)
any combination of the foregoing. The Board’s determination need not be uniform and may be
different for different Participants whether or not such Participants are similarly situated.



     12.10. FORFEITURE EVENTS. The Board may specify in an Award Certificate 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 service for cause, violation of material
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.



ARTICLE 13

CHANGES IN CAPITAL STRUCTURE




     13.1. MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the
Company and its shareholders that causes the per-share value of the Stock to change (including,
without limitation, any stock dividend, stock split, spin-off, rights offering, or large
nonrecurring cash dividend), the authorization limits under Section 5.1 shall be adjusted
proportionately, and the Board shall make such adjustments to the Plan and Awards as it deems
necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately
resulting from such transaction. Action by the Board may include: (i) adjustment of the number and
kind of shares that 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 Board determines to be equitable. Without limiting the foregoing, in
the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend
payable in Shares, or a combination or consolidation of the outstanding Stock into a lesser number
of Shares, the authorization limits under Section 5.1 shall automatically be adjusted
proportionately, and the Shares then subject to each Award shall automatically, without the
necessity for any additional action by the Board, be adjusted proportionately without any change in
the aggregate purchase price therefor.



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     13.2 DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any
corporate event or transaction involving the Company (including, without limitation, any merger,
reorganization, recapitalization, combination or exchange of shares, or any transaction described
in Section 13.1), the Board may, in its sole discretion, provide (i) that Awards will be settled in
cash rather than Stock, (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 Stock, as of a
specified date associated with the transaction, over the exercise price of the Award, (v) that
performance targets and performance periods for Performance Awards will be modified, or (vi) any
combination of the foregoing. The Board’s determination need not be uniform and may be different
for different Participants whether or not such Participants are similarly situated.



     13.3 GENERAL. Any discretionary adjustments made pursuant to this Article 13 shall be
subject to the provisions of Section 14.2.



ARTICLE 14

AMENDMENT, MODIFICATION AND TERMINATION




     14.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any time and from
time to time, amend, modify or terminate the Plan without shareholder approval; provided, however,
that if an amendment to the Plan would, in the reasonable opinion of the Board, either (i)
materially increase the number of Shares available under the Plan, (ii) expand the types of awards
under the Plan, (iii) materially expand the class of participants eligible to participate in the
Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a material change
requiring shareholder approval under applicable laws, policies or regulations or the applicable
listing or other requirements of a securities exchange, then such amendment shall be subject to
shareholder approval; and provided, further, that the Board 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 (i) to comply with the listing or other
requirements of a securities exchange, or (ii) to satisfy any other tax, securities or other
applicable laws, policies or regulations.



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




     (a) Subject to the terms of the applicable Award Certificate, 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 in or otherwise settled on the date of such amendment or termination (with the
per-share value of an Option or SAR 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);




     (b) The original term of an Option or SAR may not be extended without the prior
approval of the shareholders of the Company;




     (c) Except as otherwise provided in Section 13.1, the exercise price of an



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Option or SAR may not be reduced, directly or indirectly, without the prior approval
of the shareholders of the Company; and




     (d) 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 SAR 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).



     14.3. COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award
Certificate to the contrary, the Board may amend the Plan or an Award Certificate, to take effect
retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan
or Award Certificate to any present or future law relating to plans of this or similar nature
(including, but not limited to, Section 409A of the Code), and to the administrative regulations
and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to
any amendment made pursuant to this Section 14.3 to any Award granted under the Plan without
further consideration or action.



ARTICLE 15

GENERAL PROVISIONS




     15.1. RIGHTS OF PARTICIPANTS.




     (a) No Participant shall have any claim to be granted any Award under the Plan.
Neither the Company, nor the Board is obligated to treat Participants uniformly, and
determinations made under the Plan may be made by the Board selectively among who receive,
or are eligible to receive, Awards.




     (b) Nothing in the Plan, any Award Certificate 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 service as a director, at any time, nor confer upon any
Participant any right to continue as an Independent Director of the Company , whether for
the duration of a Participant’s Award or otherwise.




     (c) 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.



     15.2. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE. Notwithstanding
anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or
benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of
the Code would otherwise be payable or distributable under the Plan or any Award Certificate by
reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from
service, such amount or benefit will not be payable or distributable to the Participant by reason
of such circumstance unless (i) the circumstances giving rise to such Change in Control, Disability
or separation from service meet any description or definition of “change in control event”,
“disability” or “separation from service”, as the case may be, in Section 409A of the Code and
applicable regulations (without giving effect to any elective



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provisions that may be available under such definition), or (ii) the payment or distribution of
such amount or benefit would be exempt from the application of Section 409A of the Code by reason
of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of
any Award upon a Change in Control, Disability or separation from service, however defined. If
this provision prevents the payment or distribution of any amount or benefit, such payment or
distribution shall be made on the next earliest payment or distribution date or event specified in
the Award Certificate that is permissible under Section 409A.



     15.3. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for
incentive and deferred compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award Certificate shall give the
Participant any rights that are greater than those of a general creditor of the Company. This Plan
is not intended to be subject to ERISA.



     15.4. 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.



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



     15.6. 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.



     15.7. 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.



     15.8. FRACTIONAL SHARES. No fractional Shares shall be issued and the Board 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.



     15.9. 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 Board shall
determine that the registration, listing or qualification of the Shares covered by an Award
upon any securities 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



- 16 -









 







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 Board. Any Participant receiving or purchasing Shares
pursuant to an Award shall make such representations and agreements and furnish such
information as the Board 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 Board’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.



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



     15.11. ADDITIONAL PROVISIONS. Each Award Certificate may contain such other terms and
conditions as the Board may determine; provided that such other terms and conditions are not
inconsistent with the provisions of the Plan.



     15.12. 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.



***********




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     The foregoing is hereby acknowledged as being the REITPlus, Inc. 2007 Independent Directors
Stock Incentive Plan as adopted by the Board on
October 18, 2007 and by the shareholder on
October 31, 2007.



	 	 	 	 	 
	 	 	REITPLUS, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Chad C. Braun
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:	 	Executive Vice President
	 

	 	 	 	 






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