The Stock Plan



 Exhibit 10.18 
  
 CAPITAL LEASE FUNDING, INC. 
  
 2004 STOCK INCENTIVE PLAN 







 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  
 TABLE OF CONTENTS 
  

					
	 Section

	  	 	  	Page


	 ARTICLE I
	  	DEFINITIONS	  	1
			
	 1.01.
	  	Acquiring Person	  	1
			
	 1.02.
	  	Administrator	  	1
			
	 1.03.
	  	Affiliate	  	1
			
	 1.04.
	  	Agreement	  	1
			
	 1.05.
	  	Associate	  	1
			
	 1.06.
	  	Board	  	1
			
	 1.07.
	  	Change in Control	  	1
			
	 1.08.
	  	Code	  	2
			
	 1.09.
	  	Committee	  	2
			
	 1.10.
	  	Common Stock	  	2
			
	 1.11.
	  	Company	  	2
			
	 1.12.
	  	Continuing Director	  	2
			
	 1.13.
	  	Control Affiliate	  	2
			
	 1.14.
	  	Control Change Date	  	2
			
	 1.15.
	  	Corresponding SAR	  	3
			
	 1.16.
	  	Exchange Act	  	3
			
	 1.17.
	  	Fair Market Value	  	3
			
	 1.18.
	  	Incentive Award	  	3
			
	 1.19.
	  	Option	  	3
			
	 1.20.
	  	Participant	  	3
			
	 1.21.
	  	Performance Shares	  	3
			
	 1.22.
	  	Person	  	4
			
	 1.23.
	  	Plan	  	4
			
	 1.24.
	  	Qualified Affiliate	  	4
			
	 1.25.
	  	Related Entity	  	4

  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

					
			
	 1.26.
	  	SAR	  	4
			
	 1.27.
	  	Stock Award	  	5
			
	 ARTICLE II
	  	PURPOSES	  	6
			
	 ARTICLE III
	  	ADMINISTRATION	  	7
			
	 ARTICLE IV
	  	ELIGIBILITY	  	8
			
	 ARTICLE V
	  	COMMON STOCK SUBJECT TO PLAN	  	9
			
	 5.01.
	  	Common Stock Issued	  	9
			
	 5.02.
	  	Aggregate Limit	  	9
			
	 5.03.
	  	Reallocation of Shares	  	9
			
	 ARTICLE VI
	  	OPTIONS	  	10
			
	 6.01.
	  	Award	  	10
			
	 6.02.
	  	Option Price	  	10
			
	 6.03.
	  	Maximum Option Period	  	10
			
	 6.04.
	  	Nontransferability	  	10
			
	 6.05.
	  	Transferable Options	  	10
			
	 6.06.
	  	Employee Status	  	11
			
	 6.07.
	  	Exercise	  	11
			
	 6.08.
	  	Payment	  	11
			
	 6.09.
	  	Change in Control	  	12
			
	 6.10.
	  	Shareholder Rights	  	12
			
	 6.11.
	  	Disposition of Shares	  	12
			
	 ARTICLE VII
	  	SARS	  	13
			
	 7.01.
	  	Award	  	13
			
	 7.02.
	  	Maximum SAR Period	  	13
			
	 7.03.
	  	Nontransferability	  	13
			
	 7.04.
	  	Transferable SARs	  	13
			
	 7.05.
	  	Exercise	  	14
			
	 7.06.
	  	Change in Control	  	14
			
	 7.07.
	  	Employee Status	  	14

  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

					
			
	 7.08.
	  	Settlement	  	14
			
	 7.09.
	  	Shareholder Rights	  	15
			
	 ARTICLE VIII
	  	STOCK AWARDS	  	16
			
	 8.01.
	  	Award	  	16
			
	 8.02.
	  	Vesting	  	16
			
	 8.03.
	  	Performance Objectives	  	16
			
	 8.04.
	  	Employee Status	  	16
			
	 8.05.
	  	Change in Control	  	17
			
	 8.06.
	  	Shareholder Rights	  	17
			
	 ARTICLE IX
	  	PERFORMANCE SHARE AWARDS	  	18
			
	 9.01.
	  	Award	  	18
			
	 9.02.
	  	Earning the Award	  	18
			
	 9.03.
	  	Payment	  	18
			
	 9.04.
	  	Shareholder Rights	  	18
			
	 9.05.
	  	Nontransferability	  	19
			
	 9.06.
	  	Transferable Performance Shares	  	19
			
	 9.07.
	  	Employee Status	  	19
			
	 9.08.
	  	Change in Control	  	19
			
	 ARTICLE X
	  	INCENTIVE AWARDS	  	20
			
	 10.01.
	  	Award	  	20
			
	 10.02.
	  	Terms and Conditions	  	20
			
	 10.03.
	  	Nontransferability	  	20
			
	 10.04.
	  	Transferable Incentive Awards	  	20
			
	 10.05.
	  	Employee Status	  	21
			
	 10.06.
	  	Change in Control	  	21
			
	 10.07.
	  	Shareholder Rights	  	21
			
	 ARTICLE XI
	  	LIMITATION ON BENEFITS	  	22
			
	 ARTICLE XII
	  	ADJUSTMENT UPON CHANGE IN COMMON STOCK	  	24

  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

					
			
	 ARTICLE XIII
	  	COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES	  	25
			
	 ARTICLE XIV
	  	GENERAL PROVISIONS	  	26
			
	 14.01.
	  	Effect on Employment and Service	  	26
			
	 14.02.
	  	Unfunded Plan	  	26
			
	 14.03.
	  	Rules of Construction	  	26
			
	 ARTICLE XV
	  	AMENDMENT	  	27
			
	 ARTICLE XVI
	  	DURATION OF PLAN	  	28
			
	 ARTICLE XVII
	  	EFFECTIVE DATE OF PLAN	  	29

  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE I 
 DEFINITIONS 
  
 1.01.
Acquiring Person 
  
 Acquiring Person means that a
Person, considered alone or together with all Control Affiliates and Associates of that Person, is or becomes directly or indirectly the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of securities representing at least fifty
percent (50%) of the Company’s then outstanding securities entitled to vote generally in the election of the Board. 
  
 1.02. Administrator 
  
 Administrator means the Committee and any delegate of the Committee that is appointed in accordance with Article III. 
  
 1.03. Affiliate 
  
 Affiliate means any “subsidiary” or “parent” corporation (as such terms are defined in Section 424 of
the Code) of the Company. 
  
 1.04. Agreement 
  
 Agreement means a written agreement (including any amendment or supplement
thereto) between the Company and a Participant specifying the terms and conditions of a Stock Award, an award of Performance Shares, an Incentive Award or an Option or SAR granted to such Participant. 
  
 1.05. Associate 
  
 Associate, with respect to any Person, is defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
An Associate does not include the Company or a majority-owned subsidiary of the Company. 
  
 1.06. Board 
  
 Board means the Board of Directors of the Company. 
  
 1.07. Change
in Control 
  
 Change in Control means (i) the ownership
or acquisition by any Person (other than a Qualified Affiliate) of more than fifty percent (50%) of the Company’s then outstanding voting securities; (ii) the merger or consolidation of the Company with or into any other Person (other than a
Qualified Affiliate), if, immediately following the merger or consolidation, Persons who 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 did not own outstanding voting securities immediately before the merger or consolidation directly or indirectly own
more than fifty percent (50%) of the outstanding shares of voting stock of the surviving entity; (iii) any one or a series of related sales or conveyances to any Person (other than any one or more Qualified Affiliates) of all or substantially all of
the assets of the Company; (iv) the complete liquidation or dissolution of the Company; or (v) Continuing Directors cease to be a majority of the Board. 
  
 1.08. Code 
  
 Code means the Internal Revenue Code of 1986, and any amendments thereto. 
  
 1.09. Committee 
  
 Committee means the Compensation Committee of the Board; provided, however, that references in the Plan to the Committee mean the Board during the period
before the closing date of the initial public offering of the Common Stock. 
  
 1.10. Common Stock 
  
 Common Stock means
the common shares of beneficial interest of the Company. 
  
 1.11.
Company 
  
 Company means Capital Lease Funding,
Inc., a Maryland corporation. 
  
 1.12. Continuing Director

  
 Continuing Director means any member of the Board, while a
member of the Board and (i) who was a member of the Board on the closing date of the Company’s initial public offering of the Common Stock or (ii) whose nomination for or election to the Board was recommended or approved by a majority of the
Continuing Directors who were then members of the Board. 
  
 1.13. Control
Affiliate 
  
 Control Affiliate with respect to any
Person, means an affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. 
  
 1.14. 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. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 1.15. 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. 
  
 1.16. Exchange Act 
  
 Exchange Act means the Securities Exchange Act of 1934, as amended as of January 1, 1990. 
  
 1.17. 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. If, on any given date, no share of Common Stock is traded on the New York Stock Exchange, then
Fair Market Value shall be determined with reference to the next preceding day that the Common Stock was so traded. 
  
 1.18. Incentive Award 
  
 Incentive Award means an award which, subject to such terms and conditions as may be prescribed by the Administrator, entitles the Participant to receive
a cash payment from the Company or an Affiliate. 
  
 1.19. 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. 
  
 1.20. Participant 
  
 Participant means an employee of the Company or an Affiliate, a member of the Board, or a person or entity that provides services to the Company or an Affiliate and who satisfies the requirements of Article IV and is selected by the
Administrator to receive an award of Performance Shares, a Stock Award, an Option, an SAR, an Incentive Award or a combination thereof. 
  
 1.21. Performance Shares 
  
 Performance Shares means an award, in the amount determined by the Administrator, stated with reference to a specified number of shares of Common Stock,
that in accordance with the terms of an Agreement entitles the holder to receive a cash payment or shares of Common Stock or a combination thereof. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 1.22. Person 
  

Person means any human being, firm, corporation, partnership, or other entity. “Person” also includes any human being, firm, corporation,
partnership, or other entity as defined in sections 13(d)(3) and 14(d)(2) of the Exchange Act. The term “Person” does not include the Company or any Related Entity, and the term Person does not include any employee-benefit plan maintained
by the Company or any Related Entity, and any person or entity organized, appointed, or established by the Company or any Related Entity for or pursuant to the terms of any such employee-benefit plan, unless the Board determines that such an
employee-benefit plan or such person or entity is a “Person”. 
  
 1.23.
Plan 
  
 Plan means the Capital Lease Funding, Inc.
2004 Stock Incentive Plan. 
  
 1.24. Qualified Affiliate 

 
 Qualified Affiliate means (i) any directly or indirectly wholly owned
subsidiary of the Company; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or by any entity controlled by the Company; or (iii) any Person controlled by any named executive officer of the Company. For
purposes of this definition, “controlled by” shall mean having possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise. 
  
 1.25. Related Entity

  
 Related Entity means any entity that is part of a controlled
group of corporations or is under common control with the Company within the meaning of Sections 1563(a), 414(b) or 414(c) of the Code. 
  
 1.26. 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 such SAR, the amount determined by the Administrator and specified in an Agreement. In the absence of such a determination, the holder shall be entitled to receive, with respect to each share of Common
Stock encompassed by the exercise of such SAR, the excess of the Fair Market Value on the date of exercise over the Fair Market Value on the date of grant. References to “SARs” include both Corresponding SARs and SARs granted independently
of Options, unless the context requires otherwise. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 1.27. Stock Award 
  
 Stock Award means shares of Common Stock awarded to a Participant under Article VIII. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE II 
 PURPOSES 
  
 The
Plan is intended to assist the Company and its Affiliates in recruiting and retaining individuals and other service providers with ability and initiative by enabling such persons or entities to participate in the future success of the Company and
its Affiliates and to associate their interests with those of the Company and its shareholders. The 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, Performance Shares and Incentive Awards in accordance with the Plan and procedures that may be established by the Administrator. No Option that is intended to be an incentive stock option shall be
invalid for failure to qualify as an incentive stock option. The proceeds received by the Company from the sale of shares of Common Stock pursuant to this Plan shall be used for general corporate purposes. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE III 
 ADMINISTRATION 
  
 The Plan shall be administered by the Administrator. The Administrator shall have authority to grant Stock Awards, Performance Shares, Incentive Awards, Options and SARs upon such terms (not inconsistent with the provisions of this Plan),
as the Administrator may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan), on the exercisability of all or any part of an Option or SAR or on the transferability or forfeitability of a Stock
Award, an award of Performance Shares or an Incentive Award. Notwithstanding any such conditions, the Administrator may, in its discretion, (i) accelerate the time at which any Option or SAR may be exercised, or the time at which a Stock Award may
become transferable or nonforfeitable or the time at which an Incentive Award or award of Performance Shares may be settled or (ii) suspend the forfeiture of any award made under this Plan. In addition, the Administrator 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 the Plan; and to make all other determinations necessary or advisable for
the administration of this Plan. The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator. Any decision made, or action taken, by the Administrator in
connection with the administration of this Plan shall be final and conclusive. Neither the Administrator nor any member of the Committee shall be liable for any act done in good faith with respect to this Plan or any Agreement, Option, SAR, Stock
Award, Incentive Award or award of Performance Shares. All expenses of administering this Plan shall be borne by the Company. 
  
 The Committee, in its discretion, may delegate to one or more officers of the Company all or part of the Committee’s authority and duties with
respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any
prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan and the Committee’s prior delegation. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE IV 
 ELIGIBILITY 
  
 Any
employee of the Company or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan), any member of the Board and any person or entity that provides services to the Company or an Affiliate (including a
corporation that becomes an Affiliate after the adoption of this Plan) is eligible to participate in this Plan if the Administrator, in its sole discretion, determines that such person or entity has contributed significantly or can be expected to
contribute significantly to the profits or growth of the Company or an Affiliate. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE V 
 COMMON STOCK SUBJECT TO PLAN 
  
 5.01. Common Stock Issued 
  
 Upon the
award of Common Stock pursuant to a Stock Award or in settlement of an award of Performance Shares, the Company may issue Common Stock from its authorized but unissued Common Stock. Upon the exercise of any Option or SAR, the Company may deliver to
the Participant (or the Participant’s broker if the Participant so directs), shares of Common Stock from its authorized but unissued Common Stock. 
  
 5.02. Aggregate Limit 
  
 The maximum aggregate number of shares of Common Stock that may be issued under this Plan pursuant to the exercise of SARs and Options and the grant of
Stock Awards and the settlement of Performance Shares is equal to 975,000 shares of Common Stock, which amount shall, if the underwriters for the Company’s initial public offering exercise their over-allotment option to purchase additional
shares of Common Stock, be increased 45 days following the consummation of the initial public offering to an amount equal to 3.9% of the number of outstanding shares of Common Stock on a fully-diluted basis and after exercise of the
underwriter’s over-allotment option (rounded up to the nearest thousand). The maximum aggregate number of shares of Common Stock that may be issued under this Plan shall be subject to adjustment as provided in Article XII. 
  
 5.03. Reallocation of Shares 
  
 If an Option is terminated, in whole or in part, for any reason other than
its exercise or the exercise of a Corresponding SAR that is settled with shares of Common Stock, the number of shares allocated to the Option or portion thereof may be reallocated to other Options, SARs, Performance Shares, and Stock Awards to be
granted under this Plan. If an SAR is terminated, in whole or in part, for any reason other than its exercise that is settled with shares of Common Stock or the exercise of a related Option, the number of shares of Common Stock allocated to the SAR
or portion thereof may be reallocated to other Options, SARs, Performance Shares, and Stock Awards to be granted under this Plan. If an award of Performance Shares is terminated, in whole or in part, for any reason other than its settlement with
shares of Common Stock, the number of shares allocated to the Performance Share award or portion thereof may be reallocated to other Options, SARs, Performance Shares and Stock Awards to be granted under this Plan. If a Stock Award is forfeited, in
whole or in part, for any reason, the number of shares of Common Stock allocated to the Stock Award or portion thereof may be reallocated to other Options, SARs, Performance Shares and Stock Awards to be granted under this Plan. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE VI 
 OPTIONS 
  
 6.01.
Award 
  
 In accordance with the provisions of
Article IV, the Administrator will designate each individual or entity to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such awards; provided, however, that no Participant may be granted Options in
any calendar year covering more than 300,000 shares. 
  
 6.02. Option
Price 
  
 The price per share for shares of Common Stock
purchased on the exercise of an Option shall be determined by the Administrator on the date of grant, but shall not be less than the Fair Market Value on the date the Option is granted. 
  
 6.03. Maximum Option Period 
  
 The maximum period in which an Option may be exercised shall be determined by the Administrator 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. The terms of any Option may provide that it is exercisable for a period less than such maximum period. 
  
 6.04. Nontransferability 
  
 Except as provided in Section 6.05, each Option granted under this Plan shall be nontransferable except by will or by the laws of descent and
distribution. In the event of any transfer of an Option (by the Participant or his transferee), the Option and any Corresponding SAR that relates to such Option must be transferred to the same person or persons or entity or entities. Except as
provided in Section 6.05, during the lifetime of the Participant to whom the Option is granted, the Option may be exercised only by the Participant. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien,
obligation, or liability of such Participant. 
  
 6.05. Transferable
Options 
  
 Section 6.04 to the contrary notwithstanding,
if the Agreement provides, an Option that is not an incentive stock option may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of such family members or a partnership in
which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time. The holder of an Option transferred pursuant to this Section shall be bound by
the same terms and conditions that governed the Option during the period that it was held by the Participant; provided, 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 however, that such transferee may not transfer the Option except by will or the laws of descent and distribution. In
the event of any transfer of an Option (by the Participant or his transferee), the Option and any Corresponding SAR that relates to such Option must be transferred to the same person or persons or entity or entities. 
  
 6.06. Employee Status 
  
 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 Administrator 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. 
  
 6.07. 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 Administrator shall determine; provided, however, that incentive stock options (granted under the Plan and all plans of the Company and its Affiliates) may not be
first exercisable in a calendar year for shares of 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 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 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 with respect to which the Option is exercised. 
  
 6.08. Payment 
  
 Subject to rules established by the Administrator and unless otherwise provided in an Agreement, payment of all or part of
the Option price may be made in cash, a cash equivalent acceptable to the Administrator, or with shares of Common Stock. 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 as of the day preceding the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 6.09. Change in Control 
  
 Section 6.07 to the contrary notwithstanding, each outstanding Option shall be fully exercisable (in whole or in part at the
discretion of the holder) on and after a Control Change Date. 
  
 6.10.
Shareholder Rights 
  
 No Participant shall have
any rights as a shareholder with respect to shares subject to his Option until the date of exercise of such Option. 
  
 6.11. Disposition of Shares 
  
 A Participant shall notify the Company of any sale or other disposition of shares 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 shares to the Participant. Such notice shall be in writing and directed to the Secretary of the Company. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE VII 
 SARS 
  
 7.01. Award

  
 In accordance with the provisions of Article IV, the
Administrator 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; provided, however, that no Participant may be granted SARs in any calendar year covering more
than 300,000 shares of Common Stock. For purposes of the foregoing limit, an Option and Corresponding SAR shall be treated as a single award. In addition no Participant may be granted Corresponding SARs (under all incentive stock option plans of the
Company and its Affiliates) 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 Administrator on the date of
grant, except that no Corresponding SAR shall have a term of more than ten years from the date such related Option was granted. The terms of any Corresponding SAR may provide that it has a term that is less than such maximum period. 
  
 7.03. Nontransferability 
  
 Except as provided in Section 7.04, each SAR granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution. In the event of any such transfer, a Corresponding SAR and the related Option must be transferred to the same person or persons or entity or entities. Except as provided in
Section 7.04, during the lifetime of the Participant to whom the SAR is granted, the SAR may be exercised only by the Participant. No right or interest of a Participant in any SAR shall be liable for, or subject to, any lien, obligation, or
liability of such Participant. 
  

	7.04.	Transferable SARs 

  
 Section 7.03 to the contrary notwithstanding, if the Agreement provides, an SAR, other than a Corresponding SAR that is related to an incentive stock
option, may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of such family members or a partnership in which such family members are the only partners, on such terms and
conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time. The holder of an SAR transferred pursuant to this Section shall be bound by the same terms and conditions that governed the SAR during the period
that it was held by the Participant; provided, however, that such transferee may not transfer the SAR except by will or the laws of descent and distribution. In the event of any transfer of a Corresponding SAR (by the Participant or his transferee),
the Corresponding SAR and the related Option must be transferred to the same person or person or entity or entities. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

  
 7.05. 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 Administrator 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 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 with respect to which the SAR is exercised. 
  

	7.06.	Change in Control 

  
 Section 7.05 to the contrary notwithstanding, each outstanding SAR shall be fully exercisable (in whole or in part at the discretion of the holder) on and
after a Control Change Date. 
  
 7.07. 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 Administrator 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. 
  
 7.08. Settlement 
  
 At the Administrator’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. No fractional share will be deliverable upon the
exercise of an SAR but a cash payment will be made in lieu thereof. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 7.09. Shareholder Rights 
  
 No Participant shall, as a result of receiving an SAR, have any rights as a shareholder of the Company or any Affiliate
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. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE VIII 
 STOCK AWARDS 
  
 8.01.
Award 
  
 In accordance with the provisions of
Article IV, the Administrator will designate each individual to whom a Stock Award is to be made and will specify the number of shares covered by such awards; provided, however, that no Participant may receive Stock Awards in any calendar year for
more than 200,000 shares. 
  
 8.02. Vesting 
  
 The Administrator, on the date of the 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. All Stock Awards after completion of Company’s initial public
offering shall vest (i) on an annual basis over no less than a three year period commencing on the one-year anniversary of the date of the award or (ii) over a period of at least one year from the date of the award if the restrictions lapse or
expire based on the attainment of objectives stated with respect to performance criteria listed in Section 8.03. 
  
 8.03. Performance Objectives 
  
 In accordance with Section 8.02, the Administrator may prescribe that Stock Awards will become vested or transferable or both based on objectives stated
with respect to the Company’s, an Affiliate’s or a business unit’s return on equity, total earnings, earnings growth, return on capital, Fair Market Value, Common Stock price appreciation, funds from operations per share, earnings per
share, funds from operations, peer stockholder returns, or such other measures as may be selected by the Administrator. If the Administrator, on the date of award, prescribes that a Stock Award shall become nonforfeitable and transferable only upon
the attainment of performance objectives, the shares subject to such Stock Award shall become nonforfeitable and transferable only to the extent that the Administrator certifies that such objectives have been achieved. 
  
 8.04. Employee Status 
  
 In the event that the terms of any Stock Award provide that shares may
become transferable and nonforfeitable thereunder only after completion of a specified period of employment, the Administrator 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. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 8.05. Change in Control 
  
 Sections 8.02, 8.03 and 8.04 to the contrary notwithstanding, each outstanding Stock Award shall be transferable and
nonforfeitable on and after a Control Change Date. 
  
 8.06. Shareholder
Rights 
  
 Prior to their forfeiture (in accordance with
the applicable Agreement and while the shares of Common Stock granted pursuant to the Stock Award may be forfeited or are nontransferable), a Participant will have all rights of a shareholder with respect to a Stock Award, including the right to
receive dividends and vote the shares; provided, however, that during such period (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares granted pursuant to a Stock Award, (ii) the Company shall
retain custody of the certificates evidencing shares granted pursuant to a Stock Award, and (iii) 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 granted under the Stock Award are transferable and are no longer forfeitable. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE IX 
 PERFORMANCE SHARE AWARDS 
  
 9.01.
Award 
  
 In accordance with the provisions of
Article IV, the Administrator will designate each individual to whom an award of Performance Shares is to be made and will specify the number of shares covered by such awards; provided, however, that no Participant may receive an award of
Performance Shares in any calendar year for more than 200,000 shares of Common Stock. 
  
 9.02. Earning the Award 
  
 The
Administrator, on the date of the grant of an award, shall prescribe that the Performance Shares, or portion thereof, will be earned, and the Participant will be entitled to receive payment pursuant to the award of Performance Shares, only upon the
satisfaction of performance objectives and such other criteria as may be prescribed by the Administrator during a performance measurement period of at least three years from the date of the award; provided, however, that the performance measurement
period shall be at least one year from the date of the award if the payment pursuant to the Performance Share award is contingent upon the attainment of objectives stated with respect to performance criteria listed in the following sentence. The
performance objectives may be stated with respect to the Company’s, an Affiliate’s or a business unit’s return on equity, total earnings, earnings per share, earnings growth, return on capital, Fair Market Value, Common Stock price
appreciation, funds from operations per share, peer stockholder returns or such other measures as may be selected by the Administrator. No payments will be made with respect to Performance Shares unless, and then only to the extent that, the
Administrator certifies that such objectives have been achieved. 
  
 9.03.
Payment 
  
 In the discretion of the Administrator,
the amount payable when an award of Performance Shares is earned may be settled in cash, by the issuance of shares of Common Stock, or a combination thereof. A fractional share of Common Stock shall not be deliverable when an award of Performance
Shares is earned, but a cash payment will be made in lieu thereof. 
  
 9.04.
Shareholder Rights 
  
 No Participant shall, as a
result of receiving an award of Performance Shares, have any rights as a shareholder until and to the extent that the award of Performance Shares is earned and settled in shares of Common Stock. After an award of Performance Shares is earned and
settled in shares, a Participant will have all the rights of a shareholder as described in Section 8.06. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 9.05. Nontransferability 
  
 Except as provided in Section 9.06, Performance Shares granted under this Plan shall be nontransferable except by will or by
the laws of descent and distribution. No right or interest of a Participant in any Performance Shares shall be liable for, or subject to, any lien, obligation, or liability of such Participant. 
  
 9.06. Transferable Performance Shares 
  
 Section 9.05 to the contrary notwithstanding, if the Agreement provides, an
award of Performance Shares may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of such family members or a partnership in which such family members are the only partners,
on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time. The holder of Performance Shares transferred pursuant to this Section shall be bound by the same terms and conditions that
governed the Performance Shares during the period that they were held by the Participant; provided, however that such transferee may not transfer Performance Shares except by will or the laws of descent and distribution. 
  
 9.07. Employee Status 
  
 In the event that the terms of any Performance Share award provide that no
payment will be made unless the Participant completes a stated period of employment or continued service, the Administrator 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. 
  
 9.08. Change in Control 
  
 Sections 9.02
to the contrary notwithstanding, on and after a Control Change Date, each outstanding Performance Share award shall be earned as of a Control Change Date. To the extent the Agreement provides that the Performance Share award will be settled with
shares of Common Stock, such shares shall be nonforfeitable and transferable as of the Control Change Date. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE X 
 INCENTIVE AWARDS 
  
 10.01.
Award 
  
 The Administrator shall designate
Participants to whom Incentive Awards are made. All Incentive Awards shall be finally determined exclusively by the Administrator under the procedures established by the Administrator; provided, however, that no Participant may receive an Incentive
Award payment in any calendar year that exceeds the lesser of (i) five hundred percent (500%) of the Participant’s base salary (prior to any salary reduction or deferral election) as of the date the Incentive Award was granted or (ii)
$2,000,000. 
  
 10.02. Terms and Conditions 
  
 The Administrator, at the time an Incentive Award is made, shall specify the
terms and conditions which govern the award. Such terms and conditions shall prescribe that the Incentive Award shall be earned only upon, and to the extent that, performance objectives are satisfied during a performance period of at least one year
after the grant of the Incentive Award. The performance objectives may be stated with respect to the Company’s, an Affiliate’s or a business unit’s return on equity, total earnings, earnings per share, earnings growth, return on
capital, Fair Market Value, Common Stock price appreciation, funds from operations per share, peer stockholder returns or such other measures as may be selected by the Administrator. Such terms and conditions also may include other limitations on
the payment of Incentive Awards including, by way of example and not of limitation, requirements that the Participant complete a specified period of employment or service with the Company or an Affiliate. The Administrator, at the time an Incentive
Award is made, shall also specify when amounts shall be payable under the Incentive Award and whether amounts shall be payable in the event of the Participant’s death, disability, or retirement. 
  
 10.03. Nontransferability 
  
 Except as provided in Section 10.04, Incentive Awards granted under this
Plan shall be nontransferable 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.

  
 10.04. Transferable Incentive Awards 
  
 Section 10.03 to the contrary notwithstanding, if provided in an Agreement,
an Incentive Award may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of such family members or to a partnership in which such family members are the only partners, on
such terms and conditions as may be permitted by Rule 16b-3 under the Exchange Act as in effect from time to time. The holder of an Incentive Award 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 transferred pursuant to this Section shall be bound by the same terms and conditions that governed the Incentive
Award during the period that it was held by the Participant; provided, however, that such transferee may not transfer the Incentive Award except by will or the laws of descent and distribution. 
  
 10.05. 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 Administrator 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. 
  

	10.06.	Change in Control 

  
 Section 10.02 to the contrary notwithstanding, any Incentive Award shall be earned in its entirety as of a Control Change Date. 
  
 10.07. Shareholder Rights 
  
 No Participant shall, as a result of receiving an Incentive Award, have any
rights as a shareholder of the Company or any Affiliate on account of such award. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE XI 
 LIMITATION ON 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 Article XI, the Parachute Payments will be reduced 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 noncash benefits under this Plan or any other plan, agreement or arrangement (with the source of the reduction to
be directed by the Participant) and then by reducing the amount of any cash benefits under this Plan or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Participant). 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 XI, it is possible that amounts will have been paid or distributed to the Participant that should not have been paid or distributed under this Article XI
(“Overpayments”), or that additional amounts should be paid or distributed to the Participant under this Article XI (“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 to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Participant to the Company unless, and then only to the extent that, the deemed loan and payment would
either 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 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 to the Participant promptly by the Company. 
  
 For purposes of this Article XI, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the Control Change Date. For purposes of this Article XI, 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 Article XI, 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. 
  
 Notwithstanding any other provision of this
Article XI, the limitations and provisions of this Article XI shall not apply to any Participant who, pursuant to an agreement with the Company or the terms of another plan maintained by the Company, is entitled to indemnification for any liability
that the Participant may incur under Code Section 4999. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE XII 
 ADJUSTMENT UPON CHANGE IN COMMON STOCK 
  
 The maximum number of shares as to which Options, SARs, Performance Shares and Stock Awards may be granted; the terms of outstanding Stock Awards, Options, Performance Shares, Incentive Awards, and SARs; and the per
individual limitations on the number of shares of Common Stock for which Options, SARs, Performance Shares, and Stock Awards may be granted shall be adjusted as the Board shall determine to be equitably required in the event that (i) the Company (a)
effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares 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 XII by the Board shall be final and conclusive. 
  
 The issuance by the Company of stock of any class, or securities convertible into stock of any class, 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 stock or obligations of the Company convertible into such stock or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the maximum number of shares as to which Options, SARs, Performance Shares and Stock Awards may be granted; the per individual limitations on the number of shares for which Options, SARs, Performance Shares and
Stock Awards may be granted; or the terms of outstanding Stock Awards, Options, Performance Shares, Incentive Awards or SARs. 
  
 The Committee may make Stock Awards and may grant Options, SARs, Performance Shares, and Incentive Awards in substitution for performance shares, phantom
shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction described in the first paragraph of this Article XII.
Notwithstanding any provision of the Plan (other than the limitation of Section 5.02), the terms of such substituted Stock Awards or Option, SAR, Performance Shares or Incentive Award grants shall be as the Committee, in its discretion, determines
is appropriate. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE XIII 
 COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES 
  
 No Option or SAR shall be exercisable, no shares of 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 and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules
of all domestic stock exchanges on which the Company’s shares may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any stock certificate issued to evidence shares of Common Stock when a
Stock Award is granted, a Performance Share is settled or for which an Option or SAR is exercised may bear such legends and statements as the Administrator may deem advisable to assure compliance with federal and state laws and regulations. No
Option or SAR shall be exercisable, no Stock Award or Performance Share shall be granted, no shares of Common Stock shall be issued, no certificate for shares of Common Stock shall be delivered, and no payment shall be made under this Plan until the
Company has obtained such consent or approval as the Administrator may deem advisable from regulatory bodies having jurisdiction over such matters. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE XIV 
 GENERAL PROVISIONS 
  
 14.01.
Effect on Employment and Service 
  
 Neither the
adoption of this Plan, its operation, 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 or in any
way affect any right and power of the Company or an Affiliate to terminate the employment or service of any individual or entity at any time with or without assigning a reason therefor. 
  
 14.02. 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. 
  
 14.03. 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. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE XV 
 AMENDMENT 
  
 The
Board may amend or terminate this Plan from time to time; provided, however, that no amendment may become effective until shareholder approval is obtained if the amendment increases the aggregate number of shares of Common Stock that may be issued
under the Plan (other than an adjustment pursuant to Article XII). No amendment shall, without a Participant’s consent, adversely affect any rights of such Participant under any Stock Award, Performance Share Award, Option, SAR, or Incentive
Award outstanding at the time such amendment is made. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE XVI 
 DURATION OF PLAN 
  
 No Stock Award, Performance Share Award, Option, SAR, or Incentive Award may be granted under this Plan after                     
    , 2014. Stock Awards, Performance Share awards, Options, SARs, and Incentive Awards granted before that date shall remain valid in accordance with their terms. 
  

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 CAPITAL LEASE FUNDING, INC. 
 2004 STOCK INCENTIVE PLAN 
  

 ARTICLE XVII 
 EFFECTIVE DATE OF PLAN 
  
 Options, SARs, Stock Awards, Performance Shares and Incentive Awards may be granted under this Plan upon its adoption by the Board; provided that, this Plan shall not be effective unless this Plan is approved by the unanimous consent of the
Company’s shareholders or by a majority of the votes cast by the Company’s shareholders, voting either in person or by proxy, at a duly held shareholders’ meeting at which a quorum is present, before
                         , 200  . 
  

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