Exhibit 10.1


 


GLOBAL
MEDICAL REIT INC.


 


2016 EQUITY INCENTIVE PLAN


  


 


ARTICLE
I

DEFINITIONS


 


		1.01.	Affiliate


 


“Affiliate”
means, with respect to any entity, any other entity, whether now or hereafter existing, which controls, is controlled by, or is under
common control with, the first entity (including, but not limited to, joint ventures, limited liability companies and partnerships). For
this purpose, the term “control” (including the correlative meanings of the terms “controlled by” and “under
common control with”) shall mean ownership, directly or indirectly, of more than 50% of the total combined voting power of all classes
of voting securities issued by such entity, or the possession, directly or indirectly, of the power to direct the management and policies
of such entity, by contract or otherwise. Notwithstanding the foregoing, (i) the Manager shall be deemed an Affiliate of the Company for
purposes of the Plan for so long as the Manager serves as the external manager of the Company and (ii) the Operating Partnership shall
be deemed an Affiliate of the Company for purposes of the Plan for so long as the Company or a wholly-owned subsidiary of the Company
serves as the sole general partner of the Operating Partnership.


 


		1.02.	Agreement


 


“Agreement”
means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and
conditions of an Award.


 


		1.03.	Award


 


“Award”
means any Option, SAR, Stock Award, award of Restricted Stock Units, Performance Award, Other Equity-Based Award (including LTIP Units),
Incentive Award, or Substitute Award, together with any other right or interest, granted to a Participant.


 


		1.04.	Board


 


“Board”
means the Board of Directors of the Company.


   


		1.05.	Change in Control


 


“Change in Control”
means and includes each of the following:


 


(a)         The
acquisition, either directly or indirectly, by any individual, entity or group (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), of more than 50% of either (i) the then
outstanding shares of Common Stock, taking into account as outstanding for this purpose such shares of Common Stock issuable upon the
exercise of options or warrants, the conversion of convertible shares or debt, and the exercise of any similar right to acquire such Common
Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided,
however, that the following acquisitions shall not constitute a Change in Control (i) any acquisition by the Company or any of
its subsidiaries, (ii) any acquisition by a trustee or other fiduciary holding the Company’s securities under an employee benefit
plan sponsored or maintained by the Company or any of its Affiliates, (iii) any acquisition by an underwriter, initial purchaser or placement
agent temporarily holding the Company’s securities pursuant to an offering of such securities or (iv) any acquisition by an entity
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the then
Outstanding Company Common Stock.


 


(b)         Individuals
who constitute Incumbent Directors at the beginning of any two-consecutive-year period, together with any new Incumbent Directors who
become members of the Board during such two-year period, cease to be a majority of the Board at the end of such two-year period.


 






     


     


    

 


(c)         The
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the
Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in
the transaction (a “Business Combination”), in each case, unless following such Business Combination:


 


(i)          the
individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business
Combination, beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of members of the board of directors (or the analogous governing body) of the entity resulting
from such Business Combination (the “Successor Entity”) (or, if applicable, the ultimate parent entity that directly
or indirectly has beneficial ownership of sufficient voting securities to elect a majority of the members of the board of directors (or
the analogous governing body) of the Successor Entity (the “Parent Company”));


 


(ii)          no
Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the combined
voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors
(or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity); and


 


(iii)          at
least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no
Parent Company, the Successor Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the
Board’s approval of the execution of the initial agreement providing for such Business Combination;


  


(d)         The
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole,
to any Person that is not a subsidiary of the Company.


 


In addition, if a Change in
Control (as defined in clauses (a) through (d) above) constitutes a payment event with respect to any Award that provides for the deferral
of compensation and is subject to Section 409A of the Code, no payment will be made under that Award on account of a Change in Control
unless the event described in subsection (a), (b), (c) or (d) above, as applicable, constitutes a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


		1.06.	Code


 


“Code”
means the Internal Revenue Code of 1986, and any amendments thereto.


 


		1.07.	Committee


 


“Committee”
means the Compensation Committee of the Board. Unless otherwise determined by the Board, the Committee shall consist solely of two or
more non-employee members of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule
16b-3 of the Exchange Act or any successor rule, an “outside director” for purposes of Section 162(m) of the Code (if awards
under this Plan are subject to the deduction limitation of Section 162(m) of the Code) and an “independent director” under
the rules of any exchange or automated quotation system on which the Common Stock is listed, traded or quoted; provided,
however, that any action taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time
of such action are later determined not to have satisfied the foregoing requirements or otherwise provided in any charter of the Committee.
If there is no Compensation Committee, then “Committee” means the Board; and provided further that with respect
to awards made to a member of the Board who is not an employee of the Company, the Manager or the Operating Partnership or one of their
respective Affiliates, “Committee” means the Board.


  


		1.08.	Common Stock


 


“Common Stock”
means the common stock of the Company, $0.001 par value per share.


 


		1.09.	Company


 


“Company”
means Global Medical REIT Inc., a Maryland real estate investment trust.


  






     


     


    

 


		1.10.	Control Change Date


 


“Control Change Date”
means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control
Change Date” is the date of the last of such transactions on which the Change in Control occurs.


 


		1.11.	Corresponding SAR


 


“Corresponding SAR”
means an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised,
of that portion of the Option to which the SAR relates.


 


		1.12.	Dividend Equivalent Right


 


“Dividend Equivalent
Right” means the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have
credited) cash, securities or other property in amounts equivalent to the cash, securities or other property dividends declared on shares
of Common Stock with respect to specified Restricted Stock Units, Performance Awards, Other Equity-Based Awards or Incentive Awards of
units denominated in shares of Common Stock or other Company securities, as determined by the Committee, in its sole discretion. Dividend
Equivalent Rights payable on a Restricted Stock Unit award, a Performance Award, an Other Equity-Based Award or an Incentive Award that
does not become non-forfeitable solely on the basis of continued employment or service shall be accumulated and distributed, without interest,
only when and to the extent that, the underlying award is vested and earned. The Committee may provide that Dividend Equivalent Rights
(if any) shall be automatically reinvested in additional shares of Common Stock or otherwise reinvested, applied to the purchase of additional
Awards under the Plan or deferred without interest to the date of vesting of the associated Award.


 


		1.13.	Effective Date


 


“Effective Date”
means June 30, 2016.


 


		1.14.	Exchange Act


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


		1.15.	Fair Market Value


 


“Fair Market Value”
means, on any given date, the reported “closing” price of a share of Common Stock on the New York Stock Exchange for such
date or, if there is no closing price for a share of Common Stock on the date in question, the closing price for a share of Common Stock
on the last preceding date for which a quotation exists. If, on any given date, the Common Stock is not listed for trading on the New
York Stock Exchange, then Fair Market Value shall be the “closing” price of a share of Common Stock on such other exchange
on which the Common Stock is listed for trading for such date (or, if there is no closing price for a share of Common Stock on the date
in question, the closing price for a share of Common Stock on the last preceding date for which such quotation exists) or, if the Common
Stock is not listed on any exchange, the amount determined by the Committee using any reasonable method in good faith and in accordance
with the regulations under Section 409A of the Code. 


 


		1.16.	Incumbent Directors


 


“Incumbent Directors”
means individuals elected to the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for Director without objection to such nomination) and whose election or nomination for election to the Board was
approved by a vote of at least two-thirds of the directors serving on the Board at the time of the election or nomination, as applicable,
shall be an Incumbent Director. No individual designated to serve as a director by a person who shall have entered into an agreement with
the Company to effect a transaction described in Section 1.05(a) or Section 1.05(c) and 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 directors shall be an Incumbent Director.


 


		1.17.	Incentive Award


 


“Incentive Award”
means an award awarded under Article XII which, subject to the terms and conditions prescribed by the Committee, entitles the Participant
to receive a payment in cash from the Company or an Affiliate of the Company.


 






     


     


    

 


		1.18.	Initial Value


 


“Initial Value”
means, with respect to a Corresponding SAR, the option price per share of the related Option and, with respect to an SAR granted independently
of an Option, the price per share of Common Stock as determined by the Committee on the date of grant; provided, however, that
the price shall not be less than the Fair Market Value on the date of grant (or 110% of the Fair Market Value on the date of grant in
the case of a Corresponding SAR that relates to an incentive stock option granted to a Ten Percent Shareholder). Except as provided in
Article XIV, without the approval of stockholders (i) the Initial Value of an outstanding SAR may not be reduced (by amendment, cancellation
and new grant or otherwise) and (ii) no payment shall be made in cancellation of an SAR if, on the date of amendment, cancellation, new
grant or payment, the Initial Value exceeds Fair Market Value.


 


		1.19.	LTIP Unit


 


“LTIP Unit”
means an “LTIP Unit” as defined in the Operating Partnership’s partnership agreement, as amended from time to time.
An LTIP Unit granted under this Plan represents the right to receive the benefits, payments or other rights in respect of an LTIP Unit
set forth in that partnership agreement, subject to the terms and conditions of the applicable Agreement and that partnership agreement.


 


		1.20.	Manager


 


“Manager”
means Inter-American Management LLC, the Company’s external manager or any entity that becomes the Company’s external manager.


  


		1.21.	Non-Employee Director


 


“Non-Employee Director”
means a member of the Board who is not an employee or officer of the Company or an Affiliate. 


 


		1.22.	Operating Partnership


 


“Operating Partnership”
means Global Medical REIT L.P., a Delaware limited partnership, the Company’s operating partnership or any entity that becomes the
Company’s operating partnership.


 


		1.23.	Option


 


“Option”
means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.


 


		1.24.	Other Equity-Based Award


 


“Other Equity-Based
Award” means any Award other than an Incentive Award, Option, SAR, Stock Award, award of Restricted Stock Units or Performance
Award, which, subject to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive shares of
Common Stock or rights or units valued in whole or in part by reference to, or otherwise based on, shares of Common Stock (including securities
convertible into Common Stock) or other equity interests, including LTIP Units.


 


		1.25.	Participant


 


“Participant”
means an employee or officer of the Company or an Affiliate of the Company, a member of the Board, or an individual who provides services
to the Company or an Affiliate of the Company (including an individual who provides services to the Company or an Affiliate of the Company
by virtue of employment with, or providing services to, the Manager or the Operating Partnership or an Affiliate of the Manager or Operating
Partnership), and who satisfies the requirements of Article IV and is selected by the Committee to receive one or more Awards.


 


		1.26.	Performance Award


 


“Performance Award”
means an Award granted to a Participant that is based upon Performance Goals specified by the Committee.


  






     


     


    

 


		1.27.	Performance Goal


 


“Performance Goal”
means a performance objective that is stated with reference to one or more of the following, alone or in combination: (i) FFO or FFO per
share; (ii) adjusted FFO or adjusted FFO per share; (iii) earnings before interest, taxes, depreciation and amortization (“EBITDA”);
(iv) adjusted EBITDA; (v) return on equity; (vi) return on capital or invested capital; (vii) total earnings; (viii) earnings per share;
(ix) earnings growth; (x) Fair Market Value; (xi) volume weighted average Fair Market Value; (xii) appreciation in Fair Market Value;
(xiii) net asset value; (xiv) appreciation in net asset value; (xv) total return or total shareholder return; (xvi) revenues; (xvii) cash
flow or cash flow per share; (xviii) operating income; (xix) operating margins; (xx) gross or net profit; (xxi) dividends paid or payable;
(xxii) cash or funds available for distribution, including on an adjusted or on a per share basis; (xxiii) level of expenses, including
capital expenses or corporate overhead expenses; (xxiv) achievement of savings from business improvement projects; (xxv) capital projects
deliverables; (xxvi) human resources management targets, including medical cost reductions and time to hire; (xxvii) satisfactory internal
or external audits; and (xxviii) any of the above goals determined pre-tax or post-tax, on an absolute or relative basis, as a ratio with
other business criteria, or as compared to the performance of a published or special index deemed applicable by the Committee, including
but not limited to, the Standard & Poor’s 500 Stock Index, the Morgan Stanley REIT Index, another index or a group of comparable
companies. The terms above are used as applied under U.S. generally accepted accounting principles, as applicable. 


 


A Performance Goal or objective
may be expressed with respect to the Company, on a consolidated basis, and/or for one or more Affiliates, one or more business or geographical
units or one or more properties. A Performance Goal or objective may be expressed on an absolute basis or relative to the performance
of one or more similarly situated companies or a published index. When establishing Performance Goals and objectives, the Committee may
exclude the impact of specified events during the relevant performance period, which may mean excluding the impact of any or all of the
following events or occurrences for such performance period: (a) the charges or costs associated with restructurings of the Company; (b)
discontinued operations; (c) any unusual or nonrecurring items as described in the Accounting Standards Codification Topic 225, as the
same may be amended or superseded from time to time; (d) asset write-downs or impairments to assets; (e) litigation, claims, judgments
or settlements; (f) the effect of changes in tax law or other such laws or regulations affecting reported results; (g) accruals for reorganization
and restructuring programs; (h) any change in accounting principles as described in the Accounting Standards Codification Topic 250, as
the same may be amended or superseded from time to time; (i) any loss from a discontinued operation as described in the Accounting Standards
Codification Topic 360, as the same may be amended or superseded from time to time; (j) goodwill impairment charges; (k) operating results
for any business acquired during the calendar year; (l) third party expenses associated with any investment or acquisition by the Company
or any subsidiary; (m) any amounts accrued by the Company or its subsidiaries pursuant to management bonus plans or cash profit sharing
plans and related employer payroll taxes for the fiscal year; (n) any discretionary or matching contributions made to a savings and deferred
profit-sharing plan or deferred compensation plan for the fiscal year; (o) interest, expenses, taxes, depreciation and depletion, amortization
and accretion charges; and (p) marked-to-market adjustments for financial instruments. To the extent permitted under Section 162(m) of
the Code, the Committee may adjust the Performance Goals and objectives as it deems equitable in recognition of the events described in
this paragraph; provided that with respect to Section 162(m) Awards, such adjustments shall only be made to the extent that it would not
cause a Section 162(m) Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.


  


		1.28.	Person


 


“Person”
means any firm, corporation, partnership, or other entity. “Person” also includes any individual, firm corporation, partnership,
or other entity as defined in sections 13(d)(3) and 14(d)(2) of the Exchange Act. Notwithstanding the preceding sentence, the term “Person”
does not include (i) the Company or any of its subsidiaries, (ii) any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any Affiliate, (iii) any underwriter temporarily holding securities pursuant to an offering of such securities
or (iv) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their
ownership of the Common Stock.


 


		1.29.	Plan


 


“Plan”
means this Global Medical REIT Inc. 2016 Equity Incentive Plan, as amended from time to time.


 


		1.30.	REIT


 


“REIT”
means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.


 






     


     


    

 


		1.31.	Restricted Stock


 


“Restricted Stock”
means Common Stock granted to a Participant that is subject to certain restrictions and a risk of forfeiture.


 


		1.32.	Restricted Stock Unit


 


“Restricted Stock
Unit” means a right granted to a Participant to receive Common Stock, cash or a combination thereof at the end of a specified
deferral period.


 


		1.33.	SAR


 


“SAR” means
a stock appreciation right that in accordance with the terms of an Agreement entitles the holder to receive, with respect to each share
of Common Stock encompassed by the exercise of the SAR, the excess, if any, of the Fair Market Value at the time of exercise over the
Initial Value. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the
context requires otherwise.


 


 


		1.34.	Section 162(m) Award


 


“Section 162(m) Award”
means a Performance Award to a “covered employee” (within the meaning of Section 162(m) of the Code) that is intended to satisfy
the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code.


  


		1.35.	Stock Award


 


“Stock Award”
means Restricted Stock or unrestricted shares of Common Stock awarded to a Participant under Article VIII.


 


		1.36.	Substitute Award


 


“Substitute Award”
means an Award granted in substitution for a similar award as a result of certain business transactions.


 


		1.37.	Ten Percent Shareholder


 


“Ten Percent Shareholder”
means any individual owning more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of
a “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) of the
Company. An individual shall be considered to own any voting shares owned (directly or indirectly) by or for his or her brothers, sisters,
spouse, ancestors or lineal descendants and shall be considered to own proportionately any voting shares owned (directly or indirectly)
by or for a corporation, partnership, estate or trust of which such individual is a stockholder, partner or beneficiary.


 


ARTICLE
II

PURPOSES


 


This Plan is intended to assist
the Company and its Affiliates in recruiting and retaining employees, members of the Board and other individuals who provide services
to the Company, the Manager, the Operating Partnership or an Affiliate of the Company, the Manager or the Operating Partnership with ability
and initiative by enabling such persons to participate in the future success of the Company and its Affiliates and to associate their
interests with those of the Company and its stockholders. This Plan is intended to permit the grant of both Options qualifying under Section 422
of the Code (“incentive stock options”) and Options not so qualifying, and the grant of SARs, Stock Awards, awards of Restricted
Stock Units, Performance Awards, Other Equity-Based Awards (including LTIP Units), Incentive Awards, and Substitute Awards in accordance
with this Plan and any procedures that may be established by the Committee. No Option that is intended to be an incentive stock option
shall be invalid for failure to qualify as an incentive stock option.


 






     


     


    

 


ARTICLE
III

ADMINISTRATION


 


This Plan shall be administered
by the Committee except to the extent the Board elects to administer the Plan, in which case, references herein to the “Committee”
shall be deemed to include references to the “Board.” The Committee shall have authority to grant Awards upon such terms (not
inconsistent with the provisions of this Plan), as the Committee may consider appropriate. Such terms may include conditions (in addition
to those contained in this Plan), on the transferability, forfeitability and exercisability of all or any part of an Award. In addition,
the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend,
and rescind rules and regulations pertaining to the administration of this Plan (including rules and regulations that require or allow
Participants to defer the payment of benefits under this Plan); and to make all other determinations necessary or advisable for the administration
of this Plan.


 


 


The Committee’s determinations
under this Plan (including without limitation, determinations of the individuals to receive Awards, the form, amount and timing of Awards,
the terms and provisions of Awards and the Agreements) need not be uniform and may be made by the Committee selectively among individuals
who receive, or are eligible to receive, Awards, whether or not such persons are similarly situated. The express grant in this Plan of
any specific power to the Committee with respect to the administration or interpretation of this Plan shall not be construed as limiting
any power or authority of the Committee with respect to the administration or interpretation of this Plan. Any decision made, or action
taken, by the Committee in connection with the administration of this Plan shall be final and conclusive. The members of the Committee
shall not be liable for any act done in good faith with respect to this Plan or any Agreement or Award. All expenses of administering
this Plan shall be borne by the Company.


 


ARTICLE
IV

ELIGIBILITY


 


Any officer or employee of
the Company or an Affiliate of the Company (including a trade or business that becomes an Affiliate of the Company after the adoption
of this Plan) and any member of the Board is eligible to participate in this Plan. In addition, any other individual who provides services
to the Company or an Affiliate of the Company (including an individual who provides services to the Company or an Affiliate of the Company
by virtue of employment with, or providing services to, the Manager or the Operating Partnership or an Affiliate of the Manager or the
Operating Partnership) is eligible to participate in this Plan if the Committee, in its sole reasonable discretion, determines that the
participation of such individual is in the best interest of the Company.


 


ARTICLE
V

COMMON STOCK SUBJECT TO PLAN


 


		5.01.	Common Stock Issued


 


Upon the grant, exercise or
settlement of an Award, the Company may deliver to the Participant shares of Common Stock from its authorized but unissued Common Stock.


 


		5.02.	Aggregate Limit


 


Subject to adjustment as provided
under Article XIV, the maximum aggregate number of shares of Common Stock that may be delivered with respect to Awards under the Plan
is a number of shares equal to 2,522,877. Other Equity-Based Awards that are LTIP Units shall reduce the maximum aggregate number of shares
of Common Stock that may be issued under this Plan on a one-for-one basis (i.e., each LTIP Unit shall be treated as an award of a share
of Common Stock).


  


		5.03.	Reallocation of Shares


 


If any Award (including LTIP
Units) expires, is forfeited or is terminated without having been exercised or is paid in cash without a requirement for the delivery
of Common Stock, then any shares of Common Stock covered by such lapsed, cancelled, expired, unexercised or cash-settled portion of such
award or grant and any forfeited, lapsed, cancelled or expired LTIP Units shall be available for the grant of other Awards under this
Plan. Any shares of Common Stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to
any Award shall not be available for future grants or awards. If shares of Common Stock are issued in settlement of an SAR granted under
this Plan, the number of shares of Common Stock available under this Plan shall be reduced by the number of shares of Common Stock for
which the SAR was exercised rather than the number of shares of Common Stock issued in settlement of the SAR. To the extent permitted
by applicable law or the rules of any exchange on which the Common Stock is listed for trading, shares of Common Stock issued in assumption
of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Affiliate of
the Company shall not reduce the number of shares of Common Stock available for issuance under this Plan.


 



     


     


    




 


		5.04.	Individual Limitations


 


Subject to adjustment as provided
in Article XIV, no Participant may, in any calendar year, be granted or awarded (i) to the extent intended to comply with the performance-based
exception under Section 162(m) of the Code, Awards (other than Awards designated to be paid only in cash or the settlement of which is
not based on a number of shares of Common Stock) relating more than 50,000 shares of Common Stock or LTIP Units in the aggregate; or (ii)
to the extent intended to comply with the performance-based exception under Section 162(m) of the Code, Awards designated to be paid only
in cash, or the settlement of which is not based on a number of shares of Common Stock or LTIP Units, having a value determined on the
date of grant in excess of $1,000,000 in the aggregate. Each of the limitations in the preceding sentence shall be multiplied by two with
respect to Awards granted to a Participant (other than a Non-Employee Director) during the calendar year in which the Participant first
commences employment with the Company or an Affiliate. Notwithstanding the preceding sentences, subject to adjustment as provided in Article
XIV, no Participant who is a Non-Employee Director may, in any calendar year, be granted Awards (other than Awards designated to be paid
only in cash or the settlement of which is not based on a number of shares of Common Stock) relating more than 50,000 shares of Common
Stock or LTIP Units.


 


In applying the limitations
of this Section 5.04, an Option and Corresponding SAR shall be treated as a single Award.


  


ARTICLE
VI

OPTIONS


 


		6.01.	Award


 


In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom an Option is to be granted and will specify the number of
shares of Common Stock covered by such awards and the terms and conditions of such awards.


 


		6.02.	Option Price


 


The price per share of Common
Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less than the
Fair Market Value on the date the Option is granted. Notwithstanding the preceding sentence, the price per share of Common Stock purchased
on the exercise of any Option that is an incentive stock option granted to an individual who is a Ten Percent Shareholder on the date
such option is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date the Option is granted.
Except as provided in Article XIV, the price per share of Common Stock of an outstanding Option may not be reduced (by amendment, cancellation
and new grant or otherwise) without the approval of stockholders. In addition, no payment shall be made in cancellation of an Option without
the approval of stockholders if, on the date of cancellation, the Option Price exceeds Fair Market Value.


 


		6.03.	Maximum Option Period


 


The maximum period in which
an Option may be exercised shall be determined by the Committee on the date of grant except that no Option shall be exercisable after
the expiration of ten years from the date such Option was granted. In the case of an incentive stock option granted to a Participant who
is a Ten Percent Shareholder on the date of grant, such Option shall not be exercisable after the expiration of five years from the date
of grant. The terms of any Option may provide that it is exercisable for a period less than such maximum period.


 


		6.04.	Transferability


 


Any rights or restrictions
with respect to the ability of the holder of any Option granted under this Plan to transfer such Option shall be set forth in the Agreement
relating to such grant; provided, however, that (a) an Option may be transferred by will or the laws of descent and distribution
and (b) an Option that is an incentive stock option may be transferred only by will or laws of descent and distribution.


  


		6.05.	Employee Status


 


Incentive stock options may
only be granted to employees of the Company or its “parent” and “subsidiaries” (as such terms are defined in Section
424 of the Code). For purposes of determining the applicability of Section 422 of the Code (relating to incentive stock options), or in
the event that the terms of any Option provide that it may be exercised only during employment or continued service or within a specified
period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental
or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.


  






     


     


    

 


		6.06.	Exercise


 


Subject to the provisions
of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times
and in compliance with such requirements as the Committee shall determine; provided, however, that incentive stock options
(granted under this Plan and all plans of the Company and its “parents” and “subsidiaries” (as such terms are
defined in Section 424 of the Code)) may not be first exercisable in a calendar year for Common Stock having a Fair Market Value (determined
as of the date an Option is granted) exceeding $100,000. An Option granted under this Plan may be exercised with respect to any number
of whole shares of Common Stock less than the full number for which the Option could be exercised. A partial exercise of an Option shall
not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with respect to
the remaining shares of Common Stock subject to the Option. The exercise of an Option shall result in the termination of any Corresponding
SAR to the extent of the number of shares of Common Stock with respect to which the Option is exercised.


 


		6.07.	Payment


 


Subject to rules established
by the Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price may be made in cash, certified
check, by tendering shares of Common Stock, by attestation of ownership of shares of Common Stock, by a broker-assisted cashless exercise
or in such other form or manner acceptable to the Committee. If shares of Common Stock are used to pay all or part of the Option price,
the sum of the cash and cash equivalent and the Fair Market Value (determined on the date of exercise) of the Common Stock so surrendered
or other consideration paid must not be less than the Option price of the shares for which the Option is being exercised.


 


		6.08.	Stockholder Rights


 


No Participant shall have
any rights as a stockholder with respect to shares of Common Stock subject to an Option until the date of exercise of such Option.


 


		6.09.	Disposition of Shares


 


A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired under an Option before the earlier of (i) the first anniversary
of the date on which the Option was exercised and (ii) the date that the Participant is no longer employed by, or providing services to,
the Company or an Affiliate. A Participant shall notify the Company of any sale or other disposition of shares of Common Stock acquired
pursuant to an Option that was an incentive stock option if such sale or disposition occurs (i) within two years of the grant of
an Option or (ii) within one year of the issuance of the Common Stock to the Participant. Such notice shall be in writing and directed
to the Secretary of the Company.


  


ARTICLE
VII

SARS


 


		7.01.	Award


 


In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom SARs are to be granted and will specify the number of shares
of Common Stock covered by such awards and the terms and conditions of such awards. No Participant may be granted Corresponding SARs (under
this Plan and all plans of the Company and its “parents” and “subsidiaries” (as such terms are defined in Section
424 of the Code)) that are related to incentive stock options which are first exercisable in any calendar year for shares of Common Stock
having an aggregate Fair Market Value (determined as of the date the related Option is granted) that exceeds $100,000.


 






     


     


    

 


		7.02.	Maximum SAR Period


 


The term of each SAR shall
be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten years from the date of grant.
In the case of a Corresponding SAR that is related to an incentive stock option granted to a Participant who is a Ten Percent Shareholder
on the date of grant, such Corresponding SAR shall not be exercisable after the expiration of five years from the date of grant. The terms
of any SAR may provide that it has a term that is less than such maximum period.


 





		7.03.	Transferability


 


Any rights or restrictions
with respect to the ability of the holder of any SAR granted under this Plan to transfer such SAR shall be set forth in the Agreement
relating to such grant; provided, however, that (a) an SAR may be transferred by will or the laws of descent and distribution
and (b) a Corresponding SAR that relates to an incentive stock option may be transferred only by will or the laws of descent and distribution.


 


		7.04.	Exercise


 


Subject to the provisions
of this Plan and the applicable Agreement, an SAR may be exercised in whole at any time or in part from time to time at such times and
in compliance with such requirements as the Committee shall determine; provided, however, that a Corresponding SAR that is
related to an incentive stock option may be exercised only to the extent that the related Option is exercisable and only when the Fair
Market Value exceeds the option price of the related Option. An SAR granted under this Plan may be exercised with respect to any number
of whole shares less than the full number for which the SAR could be exercised. A partial exercise of an SAR shall not affect the right
to exercise the SAR from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares of
Common Stock subject to the SAR. The exercise of a Corresponding SAR shall result in the termination of the related Option to the extent
of the number of shares of Common Stock with respect to which the SAR is exercised.


 


		7.05.	Employee Status


 


If the terms of any SAR provide
that it may be exercised only during employment or continued service or within a specified period of time after termination of employment
or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary
disability or other reasons shall not be deemed interruptions of continuous employment or service.


 


		7.06.	Settlement


 


At the Committee’s discretion,
the amount payable as a result of the exercise of an SAR may be settled in cash, shares of Common Stock, or a combination of cash and
Common Stock.


 


		7.07.	Stockholder Rights


 


No Participant shall, as a
result of receiving an SAR, have any rights as a stockholder of the Company or any Affiliate of the Company until the date that the SAR
is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock.


 


		7.08.	Disposition of Shares


 


A Participant may not sell
or dispose of more than fifty percent of any shares of Common Stock acquired under an SAR before the earlier of (i) the first anniversary
of the date the SAR was exercised and (ii) the date that the Participant is no longer employed by, or providing services to, the Company
or an Affiliate.


  


ARTICLE
VIII

STOCK AWARDS


 


		8.01.	Award


 


In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom a Stock Award (either in the form of Restricted Stock or
unrestricted Common Stock) is to be made and will specify the number of shares of Restricted Stock or Common Stock covered by such Stock
Award and the terms and conditions of such Stock Award.


 


 



     


     


    




 


		8.02.	Vesting


 


The Committee, on the date
of the Stock Award, may prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted for
a period of time or subject to such conditions as may be set forth in the Agreement. By way of example and not of limitation, the Committee
may prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted subject to continued employment
or service, the attainment of performance objectives, including objectives stated with reference to one or more Performance Goals, or
both.


  


		8.03.	Employee Status


 


In the event that the terms
of any Stock Award provide that shares may become transferable and non-forfeitable thereunder only after completion of a specified period
of employment or continuous service, the Committee may decide in each case to what extent leaves of absence for governmental or military
service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.


 


		8.04.	Stockholder Rights


 


Unless otherwise specified
in accordance with the applicable Agreement, while the shares of Restricted Stock granted pursuant to the Stock Award may be forfeited
or are non-transferable, a Participant will have all rights of a stockholder with respect to a Stock Award, including the right to receive
dividends (in respect of which the Committee may allow a Participant to elect, or may require, that any cash dividends paid on a share
of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards
under the Plan or deferred without interest to the date of vesting of the associated Award of Restricted Stock, provided that any such
election is intended to comply with Section 409A of the Code) and vote the shares of Common Stock; provided, however, that,
unless otherwise specified in accordance with the applicable Agreement, dividends payable on shares of Restricted Stock subject to a Stock
Award that does not become non-forfeitable solely on the basis of continued employment or service shall be accumulated and paid, without
interest, when and to the extent that the underlying Stock Award becomes non-forfeitable; and provided further, that during
the period that the Stock Award may be forfeited or is non-transferable (i) a Participant may not sell, transfer, pledge, exchange, hypothecate,
or otherwise dispose of shares of Restricted Stock granted pursuant to a Stock Award, (ii) the Committee may postpone the distribution
of dividends until and to the extent that the Stock Award becomes transferable and non-forfeitable, (iii) the Company shall retain custody
of any certificates representing shares of Restricted Stock granted pursuant to a Stock Award, and (iv) the Participant will deliver to
the Company a stock power, endorsed in blank, with respect to each Stock Award. The limitations set forth in the preceding sentence shall
not apply after the shares of Restricted Stock granted under the Stock Award are transferable and are no longer forfeitable.


  


		8.05.	Disposition of Shares


 


A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired under a Stock Award before the earlier of (i) the first anniversary
of the date that the Stock Award becomes non-forfeitable and (ii) the date the Participant is no longer employed by or providing services
to the Company or an Affiliate.


  


ARTICLE
IX

RESTRICTED STOCK UNITS


 


		9.01.	Award


 


In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom an award of Restricted Stock Units is to be made and specify
the number of Restricted Stock Units covered by such awards and the terms and conditions of such awards. The Committee also will specify
whether Dividend Equivalent Rights are granted in conjunction with the award of Restricted Stock Units.


 


 



     


     


    




 


		9.02.	Terms and Conditions


 


The Committee, at the time
an award of Restricted Stock Units is made, shall specify the terms and conditions which govern the award. The terms and conditions of
an award of Restricted Stock Units may prescribe that a Participant’s rights in the Restricted Stock Units shall be forfeitable,
non-transferable or otherwise restricted for a period of time, which may lapse at the expiration of the deferral period or at earlier
specified times, or may be subject to such other conditions as may be determined by the Committee, in its discretion and set forth in
the Agreement. By way of example and not of limitation, the Committee may prescribe that a Participant’s rights in an award of Restricted
Stock Units shall be forfeitable or otherwise restricted subject to continued employment or service, the attainment of performance objectives,
including objectives stated with respect to one or more Performance Goals, or both. An award of Restricted Stock Units may be granted
to Participants, either alone or in addition to other awards granted under this Plan, and an award of Restricted Stock Units may be granted
in the settlement of other Awards granted under this Plan.


 


		9.03.	Payment or Settlement


 


Settlement of an award of
Restricted Stock Units shall occur upon expiration of the deferral period specified for each Restricted Stock Unit by the Committee (or,
if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be satisfied by the delivery of (a) a number
of shares of Common Stock equal to the number of Restricted Stock Units vesting on such date or (b) an amount in cash equal to the Fair
Market Value of a specified number of shares of Common Stock covered by the vesting Restricted Stock Units, or a combination thereof,
as determined by the Committee at the date of grant or thereafter.


 


		9.04.	Employee Status


 


If the terms of any award
of Restricted Stock Units provides that it may be earned or exercised only during employment or continued service or within a specified
period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental
or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service.


 


		9.05.	Stockholder Rights


 


A Participant, as a result
of receiving an award of Restricted Stock Units, shall not have any rights as a stockholder until, and then only to the extent that, the
award of Restricted Stock Units is earned and settled in shares of Common Stock (to the extent applicable).


 


		9.06.	Disposition of Shares


 


To the extent applicable,
a Participant may not sell or dispose of more than fifty percent of the shares of Common Stock acquired under an award of Restricted Stock
Units before the earlier of (i) the first anniversary of the date that the award of Restricted Stock Units becomes non-forfeitable and
(ii) the date the Participant is no longer employed by or providing services to the Company or an Affiliate.


 


ARTICLE
X

PERFORMANCE AWARDS


 


		10.01.	Award


 


In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom a Performance Award is to be made and specify the number
of shares of Common Stock or other securities or property covered by such awards and the terms and conditions of such awards. The Committee
also will specify whether Dividend Equivalent Rights are granted in conjunction with the Performance Award.


 


		10.02.	Earning the Award


 


The Committee, on the date
of the grant of an award, shall prescribe that the Performance Award will be earned, and the Participant will be entitled to receive payment
pursuant to the Performance Award, subject to continued employment or service and/or the satisfaction of performance objectives, including
objectives stated with respect to one or more Performance Goals. The performance period applicable to any Performance Award shall be set
by the Committee in its discretion but shall not exceed ten years.


 






     


     


    

 


		10.03.	Section 162(m) Awards


 


(a) Generally. If
the Committee determines that a Performance Award granted to a “covered employee” (within the meaning of Section 162(m) of
the Code) is intended to qualify as a Section 162(m) Award, the grant, exercise, vesting and/or settlement of such Performance Award shall
be contingent upon achievement of a pre-established Performance Goal(s) and other terms set forth in this Section 10.03; provided, however,
that nothing in this Section 10.03 or elsewhere in the Plan shall be interpreted as preventing the Committee from granting Performance
Awards to covered employees that are not intended to constitute Section 162(m) Awards or from determining that it is no longer necessary
or appropriate for a Section 162(m) Award to qualify as such.


  


(b) Timing. No
later than 90 days after the beginning of any performance period applicable to a Section 162(m) Award, or at such other date as may be
required or permitted for “performance-based compensation” under Section 162(m) of the Code, the Committee shall establish
(i) the Participants who will be granted Section 162(m) Awards, and (ii) the objective formula used to calculate the amount of cash or
stock payable, if any, under such Section 162(m) Awards, based upon the level of achievement of Performance Goal(s) (which must be “substantially
uncertain” at the time the Committee actually establishes the Performance Goal(s)).


 


(c) Settlement or
Payout. Except as otherwise permitted under Section 162(m) of the Code, after the end of each performance period and before any Section
162(m) Award is settled or paid, the Committee shall certify the level of performance achieved with regard to each Performance Goal established
with respect to each Section 162(m) Award and shall determine the amount of cash or Common Stock, if any, payable to each Participant
with respect to each Section 162(m) Award. The Committee may, in its discretion, reduce the amount of a payment or settlement otherwise
to be made in connection with a Section 162(m) Award, but may not exercise discretion to increase any such amount payable to a covered
employee in respect of a Section 162(m) Award.


 


 


(d) Written Determinations. With
respect to each Section 162(m) Award, all determinations by the Committee as to (i) the establishment of Performance Goals and performance
period with respect to the selected business criteria, (ii) the establishment of the objective formula used to calculate the amount of
cash or Common Stock payable, if any, based on the level of achievement of such Performance Goals, and (iii) the certification of the
level of performance achieved during the performance period with regard to each Performance Goal selected, shall each be made in writing.
When taking any action with respect to Section 162(m) Awards, the Committee shall be made up entirely of “outside directors”
(within the meaning of Section 162(m) of the Code). Further, the Committee may not delegate any responsibility relating to a Section 162(m)
Award that would cause the Section 162(m) Award to fail to so qualify.


 


(e) Options and SARs. Notwithstanding
the foregoing provisions of this Section 10.03, Options and SARs with an exercise price or grant price not less than the Fair Market Value
on the date of grant awarded to covered employees are intended to be Section 162(m) Awards even if not otherwise contingent upon achievement
of a pre-established Performance Goal.


 


(f) Status of Section
162(m) Awards. The terms governing Section 162(m) Awards shall be interpreted in a manner consistent with Section 162(m) of the
Code and the regulations thereunder, in particular the prerequisites for qualification as “performance-based compensation,”
and, if any provision of this Plan as in effect on the date of adoption of any Agreements relating to Performance Awards that are designated
as Section 162(m) Awards does not comply or is inconsistent with the requirements of Section 162(m) of the Code and the regulations thereunder,
such provision shall be construed or deemed amended to the extent necessary to conform to such requirements. Notwithstanding anything
to the contrary in this Section 10.03 or elsewhere in this Plan, the Company intends to rely on the transition relief set forth in Treasury
Regulation §1.162-27(f), and hence the deduction limitation imposed by Section 162(m) of the Code will not be applicable to the Company
until the earliest to occur of (i) the material modification of the Plan within the meaning of Treasury Regulation §1.162-27(h)(1)(iii);
(ii) the delivery of the number of shares of Common Stock set forth in Section 5.02; or (iii) the first meeting of shareholders of the
Company at which directors are to be elected that occurs after December 31, 2019 (the "Transition Period"), and during
the Transition Period, Awards to covered employees shall only be required to comply with the transition relief described in Treasury Regulation
 §1.162-27(f).


  


		10.04.	Payment


 


In the discretion of the Committee,
the amount payable when a Performance Award is earned may be settled in cash, by the issuance of shares of Common Stock, by the delivery
of other securities or property or a combination thereof.


 






     


     


    

 


		10.05.	Stockholder Rights


 


A Participant, as a result
of receiving a Performance Award, shall not have any rights as a stockholder until, and then only to the extent that, the Performance
Award is earned and settled in shares of Common Stock (to the extent applicable). After a Performance Award is earned and settled in Common
Stock, a Participant will have all the rights of a stockholder of the Company.


 


		10.06.	Transferability


 


Any rights or restrictions
with respect to the ability of the holder of a Performance Award granted under this Plan to transfer such Performance Award shall be set
forth in the Agreement relating to such grant; provided, however, that a Performance Award may be transferred by will or the
laws of descent and distribution.


 


		10.07.	Employee Status


 


In the event that the terms
of a Performance Award provide that no payment will be made unless the Participant completes a stated period of employment or continued
service, the Committee may decide to what extent leaves of absence for government or military service, illness, temporary disability,
or other reasons shall not be deemed interruptions of continuous employment or service.


 


		10.08.	Disposition of Shares


 


To the extent applicable,
a Participant may not sell or dispose of more than fifty percent of the shares of Common Stock acquired under a Performance Award before
the earlier of (i) the first anniversary of the date that the Performance Award is earned or (ii) the date the Participant is no longer
employed by or providing services to the Company or an Affiliate, the Manager or the Operating Partnership.


 


ARTICLE
XI

OTHER EQUITY–BASED AWARDS


 


		11.01.	Award


 


In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom an Other Equity-Based Award is to be made and will specify
the number of shares of Common Stock or other equity interests (including LTIP Units) covered by such awards and the terms and conditions
of such awards; provided, however, that the grant of LTIP Units must satisfy the requirements of the partnership agreement
of the Operating Partnership as in effect on the date of grant. The Committee also will specify whether Dividend Equivalent Rights are
granted in conjunction with the Other Equity-Based Award.


 


		11.02.	Terms and Conditions


 


The Committee, at the time
an Other Equity-Based Award is made, shall specify the terms and conditions which govern the award. The terms and conditions of an Other
Equity-Based Award may prescribe that a Participant’s rights in the Other Equity-Based Award shall be forfeitable, non-transferable
or otherwise restricted for a period of time or subject to such other conditions as may be determined by the Committee, in its discretion
and set forth in the Agreement. By way of example and not of limitation, the Committee may prescribe that a Participant’s rights
in an Other Equity-Based Award shall be forfeitable or otherwise restricted subject to continued employment or service, the attainment
of performance objectives, including objectives stated with respect to one or more Performance Goals, or both. Other Equity-Based Awards
may be granted to Participants, either alone or in addition to other awards granted under this Plan, and Other Equity-Based Awards may
be granted in the settlement of other Awards granted under this Plan.


 


		11.03.	Payment or Settlement


 


Other Equity-Based Awards
valued in whole or in part by reference to, or otherwise based on, Common Stock, shall be payable or settled in shares of Common Stock,
cash or a combination of Common Stock and cash, as determined by the Committee in its discretion; provided, however, that
any shares of Common Stock that are issued on account of the conversion of LTIP Units into shares of Common Stock shall not reduce the
number of shares of Common Stock available for issuance under the Plan. Other Equity-Based Awards denominated as equity interests other
than shares of Common Stock may be paid or settled in shares or units of such equity interests or cash or a combination of both as determined
by the Committee in its discretion.


 






     


     


    

 


		11.04.	Employee Status


 


If the terms of any Other
Equity-Based Award provides that it may be earned or exercised only during employment or continued service or within a specified period
of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental
or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service. 


 


		11.05.	Stockholder Rights


 


A Participant, as a result
of receiving an Other Equity-Based Award, shall not have any rights as a stockholder until, and then only to the extent that, the Other
Equity-Based Award is earned and settled in shares of Common Stock.


 


		11.06.	Disposition of Shares


 


To the extent applicable,
a Participant may not sell or dispose of more than fifty percent of the shares of Common Stock acquired under an Other Equity-Based Award
before the earlier of (i) the first anniversary of the date that the Other Equity-Based Award becomes non-forfeitable and (ii) the date
the Participant is no longer employed by or providing services to the Company or an Affiliate.


 


ARTICLE
XII

INCENTIVE AWARDS


 


		12.01.	Award


 


In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom an Incentive Award is to be made and will specify the terms
and conditions of such award. The Committee also will specify whether Dividend Equivalent Rights are granted in conjunction with the Incentive
Award.


 


		12.02.	Terms and Conditions


 


The Committee, at the time
an Incentive Award is made, shall specify the terms and conditions that govern the award.


 


		12.03.	Nontransferability


 


Except to the extent otherwise
provided in the applicable Agreement, Incentive Awards granted under this Plan shall, so long as such Incentive Awards are subject to
vesting or forfeiture restrictions, be non-transferable except by will or by the laws of descent and distribution.  No right
or interest of a Participant in an Incentive Award shall be liable for, or subject to, any lien, obligation, or liability of such Participant.


 


		12.04.	Employee Status


 


If the terms of an Incentive
Award provide that a payment will be made thereunder only if the Participant completes a stated period of employment or continued service
the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other
reasons shall not be deemed interruptions of continuous employment or service.


  


		12.05.	Settlement


 


An Incentive Award that is
earned shall be settled with a single lump sum payment which may be in cash, shares of Common Stock or a combination of cash and Common
Stock, as determined by the Committee.


 


		12.06.	Stockholder Rights


 


No Participant shall, as a
result of receiving an Incentive Award, have any rights as a stockholder of the Company or an Affiliate of the Company until the date
that the Incentive Award is settled and then only to the extent that the Incentive Award is settled by the issuance of shares of Common
Stock.


 






     


     


    

 


		12.07.	Disposition of Shares


 


A Participant may not sell
or dispose of more than fifty percent of any shares of Common Stock acquired under an Incentive Award before the earlier of (i) the first
anniversary of the date that the Incentive Award was earned and (ii) the date the Participant is no longer employed by or providing services
to the Company or an Affiliate.


 


ARTICLE
XIII

SUBSTITUTE AWARDS


 


Awards may be granted in substitution
or exchange for any other Award granted under the Plan or under another plan of the Company or any other right of a Participant to receive
payment from the Company. Awards may also be granted under the Plan in substitution for similar awards held by individuals who become
Participants as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company
or an Affiliate of the Company. Notwithstanding anything contained in the Plan to the contrary, such Substitute Awards referred to in
the immediately preceding sentence that are Options or SARs may have an exercise price that is less than the Fair Market Value of a share
of Stock on the date of the substitution if such substitution complies with Section 409A of the Code and other applicable laws and exchange
rules. Except as provided in this Article XIII or in Articles XIV or XVII hereof, the terms of outstanding Awards may not be amended to
reduce the exercise price or grant price of outstanding Options or SARs or to cancel outstanding Options and SARs in exchange for cash,
other Awards or Options or SARs with an exercise price or grant price that is less than the exercise price or grant price of the original
Options or SARs without the approval of the stockholders of the Company.


 


ARTICLE
XIV

ADJUSTMENT UPON CHANGE IN COMMON STOCK


 


The maximum number of shares
of Common Stock as to which Awards may be granted under this Plan, the individual grant limitations of Section 5.04 and the terms of outstanding
Awards granted under this Plan shall be adjusted as the Board determines is equitably required in the event that (i) the Company (a) effects
one or more nonreciprocal transactions between the Company and its stockholders such as a stock dividend, extra-ordinary cash dividend,
stock split, subdivision or consolidation of Common Stock that affects the number or kind of shares of Common Stock (or other securities
of the Company) or the Fair Market Value (or the value of other Company securities) and causes a change in the Fair Market Value of the
shares of Common Stock subject to outstanding Awards or (b) engages in a transaction to which Section 424 of the Code applies or (ii)
there occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article XIV
by the Board shall be nondiscretionary, final and conclusive.


 


 


The issuance by the Company
of any class of Common Stock, or securities convertible into any class of Common Stock, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of Common Stock or obligations
of the Company convertible into such Common Stock or other securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the maximum number of shares of Common Stock as to which Awards may be granted under this Plan, the individual grant
limitations of Section 5.04 or the terms of outstanding Awards under this Plan.


 


The Committee may make Awards
under this Plan in substitution for performance shares, phantom shares, share awards, stock options, stock appreciation rights, or similar
awards held by an individual who becomes an employee of the Company or an Affiliate of the Company in connection with a transaction described
in the first paragraph of this Article XIV. Notwithstanding any provision of this Plan, the terms of such substituted Awards granted
under this Plan shall be as the Committee, in its discretion, determines is appropriate.


 


ARTICLE
XV

COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES


 


No Option or SAR shall be
exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made
under this Plan except in compliance with all applicable federal, state and foreign laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all stock exchanges on which the
Common Stock may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any certificate
issued to represent Common Stock when an Award is granted, settled or exercised may bear such legends and statements as the Committee
may deem advisable to assure compliance with federal, state and foreign laws and regulations. No Award shall be granted, settled or exercised
until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction
over such matters.


 


 



     


     


    

 





ARTICLE
XVI

GENERAL PROVISIONS


 


		16.01.	Effect on Employment and Service


 


Neither the adoption of this
Plan, its operation, the grant of any Award, nor any documents describing or referring to this Plan (or any part thereof), shall confer
upon any individual or entity any right to continue in the employ or service of the Company or an Affiliate of the Company or in any way
affect any right and power of the Company or an Affiliate of the Company to terminate the employment or service of any individual or entity
at any time with or without assigning a reason therefor.


 


		16.02.	Unfunded Plan


 


This Plan, insofar as it provides
for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants
under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual
obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of,
or other encumbrance on, any property of the Company.


 


		16.03.	Rules of Construction


 


Headings are given to the
articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other
provision of law shall be construed to refer to any amendment to or successor of such provision of law.


 


All Awards are intended to
comply with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions
in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12). This Plan and all Agreements shall be administered, interpreted and construed
in a manner consistent with that intent. Nevertheless, the tax treatment of the benefits provided under this Plan or any Agreement is
not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors or trustees, officers, employees or advisors
(other than in his or her individual capacity as a Participant with respect to his or her individual liability for taxes, interest, penalties
or other monetary amounts) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or
any other taxpayer as a result of the Plan or any Agreement. If any provision of this Plan or any Agreement is found not to comply with,
or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the
Committee and without requiring the Participant’s consent, in such manner as the Committee determines to be necessary or appropriate
to comply with, or effectuate an exemption from, Section 409A. Each payment under an award granted under this Plan shall be treated as
a separate identified payment for purposes of Section 409A.


 


If a payment obligation under
an Award or an Agreement arises on account of the Participant’s termination of employment and such payment obligation constitutes
 “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions
in Treasury Regulation sections 1.409A-1(b)(3) through (b))12)), it shall be payable only after the Participant’s “separation
from service” (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Participant
is a “specified employee” (as defined under Treasury Regulation section 1.409A-1(i)) then, subject to any permissible acceleration
of payment by the Committee under Treasury Regulation Section 1.409A-3(j)(4)(ii) (domestic relations orders), Treasury Regulation Section
1.409A-3(j)(4)(iii) (conflicts of interest) or Treasury Regulation Section 1.409A-3(j)(4)(iv) (payment of employment taxes) any such payment
that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the
first day of the seventh month beginning after the date of the Participant’s separation from service or, if earlier, within fifteen
days after the appointment of the personal representative or executor of the Participant’s estate following the Participant’s
death.


 


		16.04.	Withholding Taxes


 


Each Participant shall be
responsible for satisfying any income, employment and other tax withholding obligations attributable to participation in this Plan. Unless
otherwise provided by the Agreement, any such withholding tax obligations may be satisfied in cash (including from any cash payable in
settlement of an Award) or a cash equivalent acceptable to the Committee. Except to the extent prohibited by Treasury Regulation Section
1.409A-3(j), any minimum statutory federal, state, district, city or foreign withholding tax obligations also may be satisfied (a) by
surrendering to the Company shares of Common Stock previously acquired by the Participant; (b) by authorizing the Company to withhold
or reduce the number of shares of Common Stock otherwise issuable to the Participant upon the grant, vesting, settlement and/or exercise
of an Award; or (c) by any other method as may be approved by the Committee. If shares of Common Stock are used to pay all or part of
such withholding tax obligation, the Fair Market Value of the Common Stock surrendered, withheld or reduced shall be determined as of
the date of surrender, withholding or reduction and the number of shares of Common Stock which may be withheld, surrendered or reduced
shall be limited to the number of shares of Common Stock which have a Fair Market Value on the date of withholding, surrender or reduction
equal to the aggregate amount of such liabilities based on the greatest statutory withholding rates for federal, state, foreign and/or
local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award,
as determined by the Committee.


 






     


     


    

 


		16.05.	Fractional Shares


 


No fractional shares of Common
Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether
cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Common Stock or whether such
fractional shares of Common Stock or any rights thereto shall be canceled, terminated, or otherwise eliminated with or without consideration.


 


		16.06.	REIT Status


 


This Plan shall be interpreted
and construed in a manner consistent with the Company’s status as a 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.


  


		16.07.	Governing Law


 


All questions arising with
respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Maryland, without giving
effect to any conflict of law provisions thereof, except to the extent Maryland law is preempted by federal law. The obligation of the
Company to sell and deliver Common Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental
authority required in connection with the authorization, issuance, sale, or delivery of such Common Stock.


 


		16.08.	Clawback


 


The Plan is subject to any
written clawback policies that the Company, with the approval of the Board, may adopt. Any such policy may subject a Participant’s
Awards and amounts paid or realized with respect to Awards under the Plan to reduction, cancelation, forfeiture or recoupment if certain
specified events or wrongful conduct occur, including but not limited to an accounting restatement due to the Company’s material
noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy adopted to
conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and
Exchange Commission and that the Company determines should apply to the Plan. 


 


		16.09.	Elections Under Section 83(b)


 


No Participant may make an
election under Section 83(b) of the Code with respect to the grant of any Award, the vesting of any Award, the settlement of any Award
or the issuance of Common Stock under the Plan without the consent of the Company, which the Company may grant or withhold in its sole
discretion.


 


ARTICLE
XVII

CHANGE IN CONTROL


 


		17.01.	Impact of Change in Control.


 


If an Award is not assumed
or replaced with a substitute award in accordance with Section 17.02, except to the extent provided in an agreement between the Company
or an Affiliate, on the one hand, and the Participant, on the other hand, with respect to the Award, (i) immediately prior to a Change
in Control, all outstanding Options and SARs shall be fully vested and exercisable and (ii) upon a Change in Control, all other Awards
shall be deemed earned, transferable and non-forfeitable in their entirety.


 






     


     


    

 


		17.02.	Assumption Upon Change in Control.


 


In the event of a Change in
Control, the Committee, in its discretion and without the need for a Participant’s consent, may provide that an outstanding Award
shall be assumed by, or a substitute award shall be granted by, the Successor Entity (or, if applicable, the Parent Company) in the Change
in Control. Such assumed or substituted award shall be of the same type of award as the original Award being assumed or substituted. The
assumed or substituted award shall have a value (or the difference between the Fair Market Value and the option price or Initial Value
in the case of Options and SARs), as of the Control Change Date, that is substantially equal to the value of the original award (or the
difference between the Fair Market Value and the option price or Initial Value in the case of Options and SARs) as the Committee determines
is equitably required and such other terms and conditions as may be prescribed by the Committee.


 


		17.03.	Cash-Out Upon Change in Control.


 


If an Award is not assumed
or replaced with a substitute award in accordance with Section 17.02, upon a Change in Control, the Committee, in its discretion and without
the need of a Participant’s consent, may provide that each Award shall be cancelled in exchange for a payment. The payment may be
in cash, Common Stock or other securities or consideration received by stockholders in the Change in Control transaction. The amount of
the payment shall be an amount that is substantially equal to (a) if the Award is denominated or to be settled in cash, the entire amount
that can be paid under the Award or (b) (i) the amount by which the price per share received by stockholders in the Change in Control
for each share of Common Stock exceeds the option price or Initial Value in the case of an Option and SAR, or (ii) for each share of Common
Stock subject to an Award denominated in Common Stock or valued in reference to Common Stock, the price per share received by stockholders
or (iii) for each other Award denominated in other securities or property, the value of such other securities or property. If the option
price or Initial Value exceeds the price per share received by stockholders in the Change in Control transaction, the Option or SAR may
be cancelled under this Section 17.03 without any payment to the Participant.


 


		17.04.	Limitation of Benefits


 


The benefits that a Participant
may be entitled to receive under this Plan and other benefits that a Participant is entitled to receive under other plans, agreements
and arrangements (which, together with the benefits provided under this Plan, are referred to as “Payments”), may constitute
Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 17.04, the Parachute Payments will be
reduced pursuant to this Section 17.04 if, and only to the extent that, a reduction will allow a Participant to receive a greater Net
After Tax Amount than a Participant would receive absent a reduction.


 


The Accounting Firm will first
determine the amount of any Parachute Payments that are payable to a Participant. The Accounting Firm also will determine the Net After
Tax Amount attributable to the Participant’s total Parachute Payments.


 


The Accounting Firm will next
determine the largest amount of Payments that may be made to the Participant without subjecting the Participant to tax under Code Section
4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable
to the Capped Payments.


 


The Participant will receive
the total Parachute Payments or the Capped Payments, whichever provides the Participant with the higher Net After Tax Amount. If the Participant
will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this
Plan or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to
be directed by the Participant) and then by reducing the amount of any benefits under this Plan or any other plan, agreement or arrangement
that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) in a manner that results
in the best economic benefit to the Participant (or, to the extent economically equivalent, in a pro rata manner). The Accounting Firm
will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will
send the Participant and the Company a copy of its detailed calculations supporting that determination.


 






     


     


    

 


As a result of the uncertainty
in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Article XVII,
it is possible that amounts will have been paid or distributed to the Participant that should not have been paid or distributed under
this Section 17.04 (“Overpayments”), or that additional amounts should be paid or distributed to the Participant under
this Section 17.04 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency
by the Internal Revenue Service against the Company or the Participant, which assertion the Accounting Firm believes has a high probability
of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay the Overpayment
to the Company, without interest; provided, however, that no amount will be payable by the Participant to the Company unless,
and then only to the extent that, the repayment would either reduce the amount on which the Participant is subject to tax under Code Section
4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent
or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Participant and the Company of that determination
and the amount of that Underpayment will be paid, without interest, to the Participant promptly by the Company.


 


For purposes of this Section
17.04, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the Control
Change Date. For purposes of this Article XV, the term “Net After Tax Amount” means the amount of any Parachute Payments or
Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes applicable
to the Participant on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective
rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect
on the date of payment. For purposes of this Section 17.04, the term “Parachute Payment” means a payment that is described
in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.


 


This Section 17.04 shall not
limit or otherwise supersede the provisions of any other agreement or plan which provides that a Participant cannot receive Payments in
excess of the Capped Payments.


 


ARTICLE
XVIII

AMENDMENT


 


The Board may amend or terminate
this Plan at any time; provided, however, that no amendment may adversely impair the rights of Participants with respect to
outstanding Awards. In addition, an amendment will be contingent on approval of the Company’s stockholders if such approval is required
by law or the rules of any exchange on which the Common Stock is listed or if the amendment would materially increase the benefits accruing
to Participants under this Plan, materially increase the aggregate number of shares of Common Stock that may be issued under this Plan
(except as provided in Article XIV) or materially modify the requirements as to eligibility for participation in this Plan. For the avoidance
of doubt, the Board may not (except pursuant to Article XIV) without the approval of shareholders (a) reduce the option price per share
of an outstanding Option or the Initial Value of an outstanding SAR, (b) make a payment to cancel an outstanding Option or SAR when the
option price or Initial Value, as applicable, exceeds the Fair Market Value or (c) take any other action with respect to an outstanding
Option or SAR that may be treated as a repricing of the award under the rules and regulations of the principal securities exchange on
which the Common Stock is listed for trading.


  


ARTICLE
XIX

DURATION OF PLAN


 


No Award may be granted under
this Plan on and after the tenth anniversary of the Effective Date. Awards granted before such date shall remain valid in accordance with
their terms.


 


ARTICLE
XX

EFFECTIVENESS OF PLAN


 


Awards may be granted under
this Plan on and after the Effective Date.