Exhibit 10.1 


 


 


 


 


 


 


 





EDUCATION
REALTY TRUST, INC. 


 


2017
omnibus Equity Incentive Plan





 






     


     


    

 





TABLE OF CONTENTS


Page




	1.   PURPOSE	1
	2.   DEFINITIONS	1
	3.   ADMINISTRATION OF THE PLAN	7
	3.1   Committee.	7
	3.2   Terms of Awards.	8
	3.3   Forfeiture; Recoupment.	9
	3.4   No Repricing.	9
	3.5   Deferral Arrangement.	9
	3.6   No Liability.	10
	3.7   Share Issuance/Book-Entry.	10
	4.   SHARES SUBJECT TO THE PLAN	10
	4.1   Number of Shares Available for Awards.	10
	4.2   Adjustments in Authorized Shares.	10
	4.3   Share Usage.	10
	5.   EFFECTIVE DATE, DURATION AND AMENDMENTS	11
	5.1   Effective Date.	11
	5.2   Term.	11
	5.3   Amendment and Termination of the Plan.	11
	6.   AWARD ELIGIBILITY AND LIMITATIONS	11
	6.1   Service Providers and Other Persons.	11
	6.2   Limitation on Shares Subject to Awards and Cash Awards.	12
	6.3   Non-Employee Director Limit.	12
	6.4   Stand-Alone, Additional, Tandem and Substitute Awards.	12
	7.   AWARD AGREEMENT	13
	8.   TERMS AND CONDITIONS OF OPTIONS	13
	8.1   Option Price.	13
	8.2   Vesting.	13
	8.3   Term.	13
	8.4   Termination of Service.	14
	8.5   Limitations on Exercise of Option.	14
	8.6   Method of Exercise.	14
	8.7   Rights of Holders of Options.	14
	8.8   Delivery of Share Certificates.	14
	8.9   Transferability of Options.	14
	8.10   Family Transfers.	15
	8.11   Limitations on Incentive Stock Options.	15
	8.12   Notice of Disqualifying Disposition.	15
	9.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	15
	9.1   Right to Payment and Grant Price.	15
	9.2   Other Terms.	16
	9.3   Term.	16
	9.4   Transferability of SARS.	16
	9.5   Family Transfers.	16
	10.   TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS	17



 






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	10.1   Grant of Restricted Stock or Stock Units.	17
	10.2   Restrictions.	17
	10.3   Restricted Stock Certificates.	17
	10.4   Rights of Holders of Restricted Stock.	17
	10.5   Rights of Holders of Stock Units.	18
	10.6   Termination of Service.	18
	10.7   Delivery of Shares.	18
	11.   TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS	19
	12.   FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK	19
	12.1   General Rule.	19
	12.2   Surrender of Shares.	19
	12.3   Cashless Exercise.	20
	12.4   Other Forms of Payment.	20
	13.   TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	20
	13.1   Dividend Equivalent Rights.	20
	13.2   Termination of Service.	20
	14.   TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS	21
	14.1   Grant of Performance Awards and Annual Incentive Awards.	21
	14.2   Value of Performance Awards and Annual Incentive Awards.	21
	14.3   Earning of Performance Awards and Annual Incentive Awards.	21
	14.4   Form and Timing of Payment of Performance Awards and Annual Incentive Awards.	21
	14.5   Performance Conditions.	21
	14.6   Performance Awards or Annual Incentive Awards Granted to Designated Covered Employees.	22
	14.7   Status of Awards Under Code Section 162(m).	25
	15.   TERMS AND CONDITIONS OF LONG-TERM INCENTIVE UNITS	25
	15.1   Vesting.	25
	16.   PARACHUTE LIMITATIONS	26
	17.   REQUIREMENTS OF LAW	26
	17.1   General.	26
	17.2   Rule 16b-3.	27
	18.   EFFECT OF CHANGES IN CAPITALIZATION; CHANGE IN CONTROL	27
	18.1   Changes in Shares.	27
	18.2   Change in Control.	28
	18.3   No Limitations on Company.	29
	19.   GENERAL PROVISIONS	30
	19.1   Disclaimer of Rights.	30
	19.2   Nonexclusivity of the Plan.	30
	19.3   Withholding Taxes.	30
	19.4   Captions.	31
	19.5   Other Provisions.	31
	19.6   Number and Gender.	31
	19.7   Severability.	31
	19.8   Governing Law.	32
	19.9   Code Section 409A.	32


 






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EDUCATION
REALTY TRUST, INC.

2017 OMNIBUS EQUITY INCENTIVE PLAN


(effective May 10, 2017)


 


Education Realty Trust, Inc., a
Maryland corporation (the “Company”), sets forth herein the terms of its 2017 Omnibus Equity Incentive Plan (the
“Plan”), as follows:


 


		1.	PURPOSE



 


The Plan is intended to provide (a) incentive
to officers, employees, directors, consultants and other eligible persons to stimulate their efforts towards the success of the
Company and to operate and manage its business in a manner that will provide for the long term growth and profitability of the
Company; and (b) a means of obtaining, rewarding and retaining key personnel. To this end, the Plan provides for the grant of stock
options, stock appreciation rights, restricted stock, unrestricted stock, stock units (including deferred stock units), dividend
equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards. Any of these awards may, but need
not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms
hereof. Stock options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.


 


		2.	DEFINITIONS



 


For purposes of interpreting the Plan and
related documents (including Award Agreements), the following definitions shall apply:


 


2.1       “Affiliate”
means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control
with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.
For purposes of granting Options or Stock Appreciation Rights, an entity may not be considered an Affiliate of the Company unless
the Company holds a “controlling interest” in such entity, where the term “controlling interest” has the
same meaning as provided in Treasury Regulation Section 1.414(c)-2(b)(2)(i), provided that the language “at least 50 percent”
is used instead of “at least 80 percent” and, provided further, that where granting of Options or Stock Appreciation
Rights is based upon a legitimate business criteria, the language “at least 20 percent” is used instead of “at
least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).


 


2.2       “Annual
Incentive Award” means an Award, denominated in cash, made subject to attainment of performance goals (as described in
Section 14) over a Performance Period of up to one (1) year (which shall correspond to the Company’s fiscal year,
unless otherwise specified by the Committee).


 


2.3       “Applicable
Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate,
securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national
market system, of any jurisdiction applicable to Awards granted to residents therein.


 






    	 



     


    

 


2.4       “Award”
means a grant of an Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock, Stock Unit, Dividend Equivalent Right,
Performance Award, Annual Incentive Award, LTIP Unit, or Other Equity-Based Award under the Plan.


 


2.5       “Award
Agreement” means the agreement between the Company and a Grantee that evidences and sets out the terms and conditions
of an Award.


 


2.6       “Benefit
Arrangement” shall have the meaning set forth in Section 16.


 


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


 


2.8       “Cause”
means, unless defined otherwise in a Grantee’s Award Agreement or employment, consulting or services agreement with the
Company or an Affiliate (in which case such definition shall control), as determined by the Committee, (i) the engaging by the
Grantee in willful misconduct that is injurious to the Company or Affiliates, or (ii) the embezzlement or misappropriation of funds
or property of the Company or its Affiliates by the Grantee. For purposes of this paragraph, no act, or failure to act, on the
Grantee’s part shall be considered “willful” unless done, or omitted to be done, by the Grantee not in good faith
and without reasonable belief that the Grantee’s action or omission was in the best interest of the Company. Any determination
of Cause for purposes of the Plan or any Award shall be made by the Committee in its sole discretion. Any such determination shall
be final and binding on a Grantee.


 


2.9       “Change
in Control” means, unless otherwise provided in the applicable Award Agreement, the happening of one of the following:


 


(i)       any
person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act (other than the Company or
a wholly-owned Subsidiary thereof, any employee benefit plan of the Company or any of its Subsidiaries, or any entity owned, directly
or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company),
becomes the beneficial owner of the Company’s securities having 35% or more of the combined voting power of the then outstanding
securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance
of securities initiated by the Company in the ordinary course of business); or


 


(ii)       consummation
of a reorganization, merger, share exchange, consolidation or sale of all or substantially all of the Company’s assets, after
which less than a majority of the combined voting power of the then outstanding securities of the corporation or other entity resulting
from such transaction or a parent thereof (including, without limitation, the corporation or other entity that as a result of such
transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries)
is held by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company
immediately prior to such transaction; or


 


(iii)       during
any period of two consecutive years, individuals who at the beginning of any such period constitute the Board, and any new directors
elected during such period if their election, or nomination for election by the Company’s stockholders, was approved by a
vote of at least two-thirds of the directors of the Company then still in office (but excluding, for this purpose, any such new
director whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or actual threatened solicitation of proxies or consents by or on behalf of a person other than
the Board), cease for any reason to constitute at least a majority of the Board.


 






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Notwithstanding the foregoing, if an Award
constitutes deferred compensation within the meaning of Code Section 409A, no payment, settlement or vesting (if vesting would
be deemed a distribution with respect to the Award under Section 409A) shall occur with respect to such Award on account of the
Change in Control transaction or event unless the transaction or event also constitutes a change in the ownership or effective
control of the Company or a change in the ownership of a substantial portion of the Company’s assets, as those terms are
used in Code Section 409A(a)(2)(A)(v).


 


2.10       “Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.


 


2.11       “Committee”
means the Committee constituted under Section 3 to administer the Plan.


 


2.12       “Common
Stock” means the common stock of the Company, par value $0.01 per share.


 


2.13       “Company”
means Education Realty Trust, Inc., a Maryland corporation.


 


2.14       “Covered
Employee” means a Grantee who is a covered employee within the meaning of Code Section 162(m)(3).


 


2.15       “Determination
Date” means the Grant Date or such other date as of which the Fair Market Value of a Share is required to be established
for purposes of the Plan.


 


2.16       “Disability”
means, unless defined otherwise in a Grantee’s Award Agreement or employment, consulting or services agreement with the Company
or an Affiliate (in which case such definition shall control), a disability that would qualify as a total and permanent disability
under the Company’s then current long-term disability plan; provided, however, that to the extent required to comply with
Section 409A of the Code, the term “Disability” shall have the meaning set forth in Section 409A of the Code.


 


2.17       “Dividend
Equivalent Right” means a right, granted to a Grantee under Section 13, to receive cash, Shares, other Awards
or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.


 


2.18       “Effective
Date” means May 10, 2017, the date the Plan was approved by the stockholders of the Company.


 


2.19       “Exchange
Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.


 






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2.20       “Fair
Market Value” means the fair market value of a Share for purposes of the Plan, which shall be determined as of any Determination
Date as follows:


 


(i)       If
on such Determination Date the Shares are listed on a Stock Exchange, or are publicly traded on another established securities
market (a “Securities Market”), the Fair Market Value of a Share shall be the closing price of the Share as reported
on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock Exchange or Securities Market,
the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination).
If there is no such reported closing price on such Determination Date, the Fair Market Value of a Share shall be the closing price
of the Share on the most recent date prior to such Determination Date on which any sale of Shares shall have been reported on such
Stock Exchange or such Securities Market.


 


(ii)       If
on such Determination Date the Shares are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market
Value of a Share shall be the value of the Share as determined by the Committee in good faith; provided, however, that if such
Fair Market Value is used to determine an Option Price or a SAR Exercise Price, the Committee shall use a reasonable application
of a reasonable valuation method, in a manner consistent with Code Section 409A.


 


2.21       “Family
Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including
adoptive relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or employee), a trust
in which any one or more of these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which
any one or more of these persons (or the Grantee) control the management of assets, and any other entity in which one or more of
these persons (or the Grantee) own more than fifty percent (50%) of the voting interests.


 


2.22       “Good
Reason” means, unless defined otherwise in a Grantee’s Award Agreement or employment, consulting or services agreement
with the Company or an Affiliate (in which case such definition shall control), as determined by the Committee a material reduction
in a Grantee’s position, authority, duties or responsibilities following a Change in Control as compared to such level immediately
prior to a Change in Control, or (ii) any material reduction in a Grantee’s annual base salary as in effect immediately prior
to a Change in Control; (iii) the relocation of the office at which the Grantee is to perform the majority of his or her duties
following a Change in Control to a location more than 30 miles from the location at which the Grantee performed such duties prior
to the Change in Control; provided, however, that the Service Provider must provide written notice to the Company of the condition
that could constitute a “Good Reason” event within ninety (90) days of the initial existence of such condition, such
condition must not have been remedied by the Company within thirty (30) days of such written notice, and the termination must occur
within ninety (180) days after such failure to remedy the event.


 


2.23       “Grant
Date” means, as determined by the Committee, the latest to occur of (i) the date as of which the Company completes the
action constituting the Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under
Section 6, or (iii) such other date as may be specified by the Committee.


 






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2.24       “Grantee”
means a natural person who receives or holds an Award under the Plan.


 


2.25       “Incentive
Stock Option” means an “incentive stock option” within the meaning of Code Section 422, or the corresponding
provision of any subsequently enacted tax statute, as amended from time to time.


 


2.26       “Long-Term
Incentive Unit” or “LTIP Unit” means an Award under Section 15 of an interest in the operating
partnership affiliated with the Company.


 


2.27       “Non-Qualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


2.28       “Option”
means an option to purchase one or more Shares pursuant to the Plan.


 


2.29       “Option
Price” means the exercise price for each Share subject to an Option.


 


2.30       “Other
Agreement” shall have the meaning set forth in Section 16.


 


2.31       “Other
Equity-Based Award” means a right or other interest that may be denominated or payable in, valued in whole or in part
by reference to, or otherwise based on, or related to, Shares, other than an Option, Stock Appreciation Right, Restricted Stock,
Unrestricted Stock, Stock Unit, Dividend Equivalent Right, Performance Award or Annual Incentive Award.


 


2.32       “Outside
Director” means a member of the Board who is not an officer or employee of the Company.


 


2.33       “Performance
Award” means an Award made subject to the attainment of performance goals (as described in Section 14) over a
Performance Period of up to ten (10) years.


 


2.34       “Performance-Based
Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for
“qualified performance-based compensation” paid to Covered Employees. Notwithstanding the foregoing, nothing in the
Plan shall be construed to mean that an Award which does not satisfy the requirements for “qualified performance-based compensation”
under Code Section 162(m) does not constitute performance-based compensation for other purposes, including for purposes of Code
Section 409A.


 


2.35       “Performance
Measures” means measures as described in Section 14 on which the performance goals are based and which have been
approved by the Company’s stockholders pursuant to the Plan in order to qualify Awards as Performance-Based Compensation.


 


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


 






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2.37       “Plan”
means this Education Realty Trust, Inc. 2017 Omnibus Equity Incentive Plan, as amended from time to time.


 


2.38       “Purchase
Price” means the purchase price for each Share pursuant to a grant of Restricted Stock, Stock Units or Unrestricted Stock.


 


2.39       “Restricted
Stock” means Shares awarded to a Grantee pursuant to Section 10.


 


2.40       “SAR
Exercise Price” means the per share exercise price of a SAR granted to a Grantee under Section 9.


 


2.41       “Securities
Act” means the Securities Act of 1933, as now in effect or as hereafter amended.


 


2.42       “Service”
means service as a Service Provider to the Company or any Affiliate. Unless otherwise stated in the applicable Award Agreement,
a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues
to be a Service Provider to the Company or any Affiliate. Subject to the preceding sentence, whether a termination of Service shall
have occurred for purposes of the Plan shall be determined by the Committee, which determination shall be final, binding and conclusive.
Notwithstanding any other provision to the contrary, for any individual providing services solely as a director, only service to
the Company or any of its Subsidiaries constitutes Service. Except as may otherwise be required to comply with Code Section 409A,
if the Service Provider’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate,
a termination of Service shall be deemed to have occurred when the entity ceases to be an Affiliate unless the Service Provider
transfers his or her employment or other service relationship to the Company or its remaining Affiliates.


 


2.43       “Service
Provider” means an employee, officer, director, or a consultant or adviser (who is a natural person) providing services
to the Company or any of its Affiliates.


 


2.44       “Share”
means a share of Common Stock.


 


2.45       “Stock
Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9.


 


2.46       “Stock
Units” means a bookkeeping entry representing the equivalent of one Share awarded to a Grantee pursuant to Section
10.


 


2.47       “Stock
Exchange” means the New York Stock Exchange or another established national or regional stock exchange.


 


2.48       “Subsidiary”
means any “subsidiary corporation” of the Company within the meaning of Code Section 424(f).


 


2.49       “Substitute
Award” means an Award granted upon assumption of, or in substitution for, outstanding awards previously granted by a
company or other entity acquired by the Company or an Affiliate or with which the Company or an Affiliate combines.


 






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2.50       “Ten
Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all
classes of outstanding voting securities of the Company, its parent or any of its Subsidiaries. In determining Share ownership,
the attribution rules of Code Section 424(d) shall be applied.


 


2.51       “Unrestricted
Stock” shall have the meaning set forth in Section 11.


 


2.52       “2011
Plan” means the Education Realty Trust, Inc. 2011 Omnibus Equity Incentive Plan.


 


Unless the context otherwise requires, all
references in the Plan to “including” shall mean “including without limitation.”


 


References in the Plan to any Code Section
shall be deemed to include, as applicable, regulations promulgated under such Code Section.


 


		3.	ADMINISTRATION OF THE PLAN



 


3.1       Committee.


 


The Plan shall be administered by the Committee,
constituted as follows:


 


(i)       The
Committee will consist of the Compensation Committee of the Board or, in the absence of a Compensation Committee, the Board or
such committee as the Board shall select. Once appointed, the Committee will serve in its designated capacity until otherwise directed
by the Board. The Board may increase the size of the Committee and appoint additional members, remove members (with or without
cause) and substitute new members, fill vacancies (however caused), or remove all members of the Committee and thereafter directly
administer the Plan. Notwithstanding the foregoing, unless the Board determines otherwise, while the Company Shares are registered
pursuant to Section 12 of the Exchange Act, the Plan will be administered only by a committee consisting of no fewer than two directors
of the Company, each of whom is (A) a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule)
of the Exchange Act, (B) an “outside director” within the meaning of Section 162(m)(4)(C)(i) of the Code, and (C) an
“independent director” for purpose of the rules and regulations of the Stock Exchange or quotation system on which
the Shares are principally traded; provided, however, the failure of the Committee to be composed solely of individuals who are
“non-employee directors,” “outside directors,” and “independent directors” shall not render
ineffective or void any Awards made by, or other actions taken by, such Committee.


 


(ii)       The
Plan may be administered by different bodies with respect to different Grantees.


 


(iii)       
Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Grantee,
any stockholder and any employee or any Affiliate. A majority of the members of the Committee may determine its actions and fix
the time and place of its meetings.


 






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(iv)       The
Committee may delegate to a committee of one or more Directors of the Company or, to the extent permitted by Applicable Law, to
one or more officers or a committee of officers, the authority to grant Awards to employees and officers of the Company and its
Affiliates who are not directors, Covered Employees, or “officers,” as such term is defined by Rule 16a-1(f) of the
Exchange Act.


 


3.2       Terms
of Awards.


 


Subject to the other terms and conditions
of the Plan, the Committee shall have full and final authority to:


 


(i)      designate
Grantees;


 


(ii)     determine
the type or types of Awards to be made to a Grantee;


 


(iii)    determine
the number of Shares to be subject to an Award;


 


(iv)    establish
the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration
of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of
an Award or the Shares subject thereto, the treatment of an Award in the event of a Change in Control, and any terms or conditions
that may be necessary to qualify Options as Incentive Stock Options);


 


(v)      prescribe
the form of each Award Agreement evidencing an Award;


 


(vi)     interpret
and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award
Agreement;


 


(vii)    correct
any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the
Committee shall deem desirable to carry it into effect;


 


(viii)   establish
such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan;


 


(ix)      amend,
modify, or reprice (except as such practice is prohibited by Section 3.4 herein) the terms of any outstanding Award; and


 


(x)       make
any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.


  


Such authority specifically includes the authority, in order
to effectuate the purposes of the Plan but without amending the Plan, to make or modify Awards to eligible individuals who are
foreign nationals or are individuals who are employed outside the United States to recognize differences in local law, tax policy,
or custom. Notwithstanding the foregoing, no amendment, modification or supplement of any Award shall, without the consent of the
Grantee, impair the Grantee’s rights under such Award.


 






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3.3       Forfeiture;
Recoupment.


 


The Company may reserve the right in an
Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions
taken by, or failed to be taken by, such Grantee in violation or breach of or in conflict with any (a) employment agreement, (b)
non-competition agreement, (c) agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, (d)
confidentiality obligation with respect to the Company or any Affiliate, or (e) other agreement, as and to the extent specified
in such Award Agreement. The Company may annul an outstanding Award if the Grantee thereof is an employee and is terminated for
Cause as defined in the Plan or the applicable Award Agreement or for “cause” as defined in any other agreement between
the Company or any Affiliate and such Grantee, as applicable.


 


If the Company adopts a “clawback”
or recoupment policy, any Award will be subject to repayment to the Company to the extent so provided under the terms of such policy.
Such policy may authorize the Company to recover from a Grantee incentive-based compensation (including Options awarded as compensation)
awarded to or received by such Grantee during a period of up to three (3) years, as determined by the Committee, preceding the
date on which the Company is required to prepare an accounting restatement due to material noncompliance by the Company, as a result
of misconduct, with any financial reporting requirement under the federal securities laws.


 


3.4       No
Repricing.


 


Except for adjustments to Options or SARs
contemplated by Section 18, the Company may not, without obtaining stockholder approval: (a) amend the terms of outstanding
Options or SARs to reduce the Option Price or SAR Exercise Price of such outstanding Options or SARs; (b) cancel outstanding Options
or SARs in exchange for or substitution of Options or SARs with an Option Price or SAR Exercise Price that is less than the exercise
price of the original Options or SARs; (c) cancel outstanding Options or SARs with an Option Price or SAR Exercise Price above
the current Fair Market Value of a Share in exchange for cash or other securities; or (d) take any other action with respect to
Options or SARS that would be treated as a repricing under the Stock Exchange or quotation system on which the Shares are principally
traded.


 


3.5       Deferral
Arrangement.


 


The Committee may permit or require the
deferral of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish,
which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith,
provisions for converting such credits into Stock Units and for restricting deferrals to comply with hardship distribution rules
affecting tax-qualified retirement plans subject to Code Section 401(k)(2)(B)(IV), provided that no Dividend Equivalent Rights
may be granted in connection with, or related to, an Award of Options or SARs. Any such deferrals shall be made in a manner that
complies with Code Section 409A.


 






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3.6       No
Liability.


 


No member of the Board or the Committee
(or any other person to whom administrative authority has been delegated hereunder) shall be liable for any action or determination
made in good faith with respect to the Plan or any Award or Award Agreement.


 


3.7       Share
Issuance/Book-Entry.


 


Notwithstanding any provision of the Plan
to the contrary, the issuance of the Shares under the Plan may be evidenced in such a manner as the Committee, in its discretion,
deems appropriate, including, without limitation, book-entry or direct registration or issuance of one or more share certificates.


 


		4.	SHARES SUBJECT TO THE PLAN



 


4.1       Number
of Shares Available for Awards.


 


Subject to adjustment as provided in Section
18, the number of Shares available for issuance under the Plan shall be equal to the sum of (i) 1,000,000 Shares and (ii) the
number of shares available for grant under the 2011 Plan as of the end of the day that is the Effective Date of this Plan.  The
number of Shares with respect to which Incentive Stock Options may be granted shall be no more than 1,000,000. Shares issued or
to be issued under the Plan shall be authorized but unissued shares or treasury Shares or any combination of the foregoing, as
may be determined from time to time by the Board or by the Committee. Each LTIP Unit awarded under the Plan will be equivalent
to an award of one Share for purposes of reducing the number of Shares available under the Plan.


 


4.2       Adjustments
in Authorized Shares.


 


The Committee shall have the right to substitute
or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies.
The number of Shares reserved pursuant to Section 4 shall be increased by the corresponding number of awards assumed and,
in the case of a substitution, by the net increase in the number of Shares subject to awards before and after the substitution.
Available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction)
may be used for Awards under the Plan and do not reduce the number of Shares available under the Plan, subject to requirements
of the Stock Exchange on which the Shares are listed.


 


4.3       Share
Usage.


 


Each Share and each LTIP Unit issued pursuant
to an Award shall reduce the number of Shares available for issuance under the Plan by one (1) share.  If any Award granted
under the Plan shall expire, terminate, be settled in cash (in whole or in part) or otherwise be forfeited or canceled for any
reason before it has vested or been exercised in full, the Shares or LTIP Units subject to such Award shall, to the extent of such
expiration, cash settlement, forfeiture, or termination, again be available for Awards under the Plan, in accordance with this
Section 4.3.  If any award granted under the 2011 Plan shall expire, terminate, be settled in cash (in whole or
in part) or otherwise be forfeited or canceled for any reason before it has vested or been exercised in full, the Shares or operating
partnership units subject to such Award shall, to the extent of such expiration, cash settlement, forfeiture, or termination, again
be available for Awards under the Plan, and the number of Shares available for issuance under the Plan shall be increased, in accordance
with this Section 4.3.  The Committee may make such other determinations regarding the counting of Shares or LTIP
Units issued pursuant to this Plan as it deems necessary or advisable, provided that such determinations shall be permitted by
Applicable Law.  Notwithstanding the foregoing, if an SAR that is to be settled in Shares is exercised, in whole or in
part, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in this Section
4.3 shall be the full number of Shares that were subject to the SAR or portion thereof that was exercised, and not the net
number of Shares actually issued upon the settlement of the SAR. The number of Shares available for issuance under the Plan shall
not be increased by (i) any Shares tendered or withheld in connection with the purchase of Shares upon exercise of an Option, (ii)
any Shares deducted, withheld or delivered from an Award in connection with the Company’s tax withholding obligations, or
(iii) any Shares purchased by the Company with proceeds from Option exercises.


 






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		5.	EFFECTIVE DATE, DURATION AND AMENDMENTS



 


5.1       Effective
Date.


 


The Plan shall be effective as of the Effective
Date.


 


5.2       Term.


 


The Plan first became effective on the Effective
Date. The Plan shall continue in effect until the day immediately prior to the 10-year anniversary of the Effective Date, unless
sooner terminated on any date as provided in Section 5.3 or extended with approved by the stockholders of the Company.


 


5.3       Amendment
and Termination of the Plan.


 


The Board may, at any time and from time
to time, amend, suspend, or terminate the Plan as to any Shares as to which Awards have not been made. An amendment shall be contingent
on approval of the Company’s stockholders to the extent stated by the Board, required by Applicable Laws or required by the
Stock Exchange on which the Shares are listed. No amendment will be made to the no-repricing provisions of Section 3.4 or
the option pricing provisions of Section 8.1 without the approval of the Company’s stockholders. No amendment, suspension,
or termination of the Plan shall, without the consent of the Grantee, impair rights or obligations under any Award theretofore
awarded under the Plan.


 


		6.	AWARD ELIGIBILITY AND LIMITATIONS



 


6.1       Service
Providers and Other Persons.


 


Subject to this Section 6, Awards
may be made under the Plan to: (i) any Service Provider, as the Committee shall determine and designate from time to time and (ii)
any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee.


 






    	 	11	 



     


    

 


6.2       Limitation
on Shares Subject to Awards and Cash Awards.


 


Awards intended to qualify as Performance-Based
Compensation shall be subject to the following limitations:


 


(i)       the
maximum number of Shares subject to Options or SARs that can be granted to any person in any calendar year is Five Hundred
Thousand (500,000) Shares (for this purpose, tandem SARs/Options shall be treated as one Award);


 


(ii)       the
maximum number of Shares that can be granted pursuant to an Award, other than pursuant to Options or SARs, to any person in any
calendar year is Five Hundred
Thousand (500,000) Shares; and


 


(iii)       the
maximum amount that may be paid as an Annual Incentive Award in a calendar year to any person eligible for an Award shall be Five
Million Dollars ($5,000,000) and the maximum amount that may be paid in respect of a cash-settled Performance Award granted in
a calendar year to any person shall be Five Million Dollars ($5,000,000).


 


The preceding limitations in this Section
6.2 are subject to adjustment as provided in Section 18.


 


6.3       Non-Employee
Director Limit. 


 


The combined maximum number of Shares and
LTIP Units subject to Awards granted during a single calendar year to any non-employee Director, taken together with any cash fees
paid during the calendar year in respect of the non-employee Director’s service as a member of the Board (including service
as a member or chair of any regular committees of the Board), shall not exceed $500,000 in total value (calculating the value of
any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The Committee may make exceptions
to this limit for a non-executive chair of the Board or, in extraordinary circumstances, for other individual directors, as the
Committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not
participate in the decision to award such compensation.


 


6.4       Stand-Alone,
Additional, Tandem and Substitute Awards.


 


Subject to Section 3.4, Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution
or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate, or any business entity
to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate.
Such additional, tandem, and substitute or exchange Awards may be granted at any time. Subject to Section 3.4, if an Award
is granted in substitution or exchange for another Award, the Committee shall require the surrender of such other Award in consideration
for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts
payable under other plans of the Company or any Affiliate. Notwithstanding Section 8.1 and Section 9.1 but subject
to Section 3.4, the Option Price of an Option or the SAR Exercise Price of an SAR that is a Substitute Award may be less
than 100% of the Fair Market Value of a Share on the original date of grant; provided, that, the Option Price or grant price is
determined in accordance with the principles of Code Section 424 and the regulations thereunder for any Incentive Stock Option
and consistent with Code Section 409A for any other Option or SAR.


 






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		7.	AWARD AGREEMENT



 


Each Award granted pursuant to the Plan
shall be evidenced by an Award Agreement, in such form or forms as the Committee shall from time to time determine. Award Agreements
granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the
Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-Qualified Stock
Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-Qualified Stock Options.


 


		8.	TERMS AND CONDITIONS OF OPTIONS



 


8.1       Option
Price.


 


The Option Price of each Option shall be
fixed by the Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option
Price of each Option shall be at least the Fair Market Value of a Share on the Grant Date; provided, however, that in the
event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is intended to be
an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the Grant
Date. In no case shall the Option Price of any Option be less than the par value of a Share.


 


8.2       Vesting.


 


Subject to Sections 8.3 and 18,
each Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by
the Committee and stated in the Award Agreement. For purposes of this Section 8.2, fractional numbers of Shares subject
to an Option shall be rounded down to the next nearest whole number.


 


8.3       Term.


 


Each Option granted under the Plan shall
terminate, and all rights to purchase Shares thereunder shall cease, upon the expiration of ten (10) years from the date such Option
is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee
and stated in the Award Agreement relating to such Option; provided, however, that in the event that the Grantee is a Ten Percent
Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after
the expiration of five (5) years from its Grant Date.


 






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8.4       Termination
of Service.


 


Each Award Agreement shall set forth the
extent to which the Grantee shall have the right to exercise the Option following termination of the Grantee’s Service. Such
provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to
the Plan, and may reflect distinctions based on the reasons for termination of Service.


 


8.5       Limitations
on Exercise of Option.


 


Notwithstanding any other provision of the
Plan, in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the stockholders
of the Company as provided herein or after the occurrence of an event referred to in Section 18 which results in termination
of the Option.


 


8.6       Method
of Exercise.


 


Subject to the terms of Section 12
and Section 19.3, an Option that is exercisable may be exercised by the Grantee’s delivery to the Company of notice
of exercise on any business day, at the Company’s principal office, on the form specified by the Company and in accordance
with any additional procedures specified by the Committee. Subject to the terms of Section 12 and Section 19.3, such
notice shall specify the number of Shares with respect to which the Option is being exercised and shall be accompanied by payment
in full of the Option Price of the Shares for which the Option is being exercised plus the amount (if any) of federal and/or other
taxes which the Company may, in its judgment, be required to withhold with respect to an Award.


 


8.7       Rights
of Holders of Options.


 


Unless otherwise stated in the applicable
Award Agreement, an individual or entity holding or exercising an Option shall have none of the rights of a stockholder (for example,
the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the voting of the
subject Shares or to receive notice of any meeting of the Company’s stockholders) until the Shares covered thereby are fully
paid and issued to him. Except as provided in Section 18, no adjustment shall be made for dividends, distributions or other
rights for which the record date is prior to the date of such issuance.


 


8.8       Delivery
of Share Certificates.


 


Promptly after the exercise of an Option
by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee shall be entitled to receive such evidence
of such Grantee’s ownership of the Shares subject to such Option as shall be consistent with Section 3.7.


 


8.9       Transferability
of Options.


 


Except as provided in Section 8.10,
during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian
or legal representative) may exercise an Option. Except as provided in Section 8.10, no Option shall be assignable or transferable
by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.


 






    	 	14	 



     


    

 


8.10       Family
Transfers.


 


If authorized in the applicable Award Agreement
or by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive
Stock Option to any Family Member. For the purpose of this Section 8.10, a “not for value” transfer is a transfer
which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) unless
Applicable Law does not permit such transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests
are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section
8.10, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to
transfer, and Shares acquired pursuant to the Option shall be subject to the same restrictions on transfer of shares as would have
applied to the Grantee. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Grantee
in accordance with this Section 8.10 or by will or the laws of descent and distribution. The events of termination of Service
of Section 8.4 shall continue to be applied with respect to the original Grantee, following which the Option shall be exercisable
by the transferee only to the extent, and for the periods specified, in Section 8.4.


 


8.11       Limitations
on Incentive Stock Options.


 


An Option shall constitute an Incentive
Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the
extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined
at the time the Option is granted) of the Shares with respect to which all Incentive Stock Options held by such Grantee become
exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer and
its Affiliates) does not exceed $100,000. Except to the extent provided in the regulations under Code Section 422, this limitation
shall be applied by taking Options into account in the order in which they were granted.


 


8.12       Notice
of Disqualifying Disposition.


 


If any Grantee shall make any disposition
of Shares issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code Section 421(b)
(relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition within ten (10) days
thereof.


 


		9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS



 


9.1       Right
to Payment and Grant Price.


 


A SAR shall confer on the Grantee to whom
it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise
over (B) the SAR Exercise Price as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Exercise Price,
which shall be at least the Fair Market Value of one (1) Share on the Grant Date. SARs may be granted in conjunction with all or
part of an Option granted under the Plan or at any subsequent time during the term of such Option, in conjunction with all or part
of any other Award or without regard to any Option or other Award; provided that a SAR that is granted subsequent to the Grant
Date of a related Option must have a SAR Exercise Price that is no less than the Fair Market Value of one Share on the SAR Grant
Date; and provided further that a Grantee may only exercise either the SAR or the Option with which it is granted in tandem and
not both.


 






    	 	15	 



     


    

 


9.2       Other
Terms.


 


The Committee shall determine on the Grant
Date or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including
based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be
or become exercisable following termination of Service or upon other conditions, the method of exercise, method of settlement,
form of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to
Grantees, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of
any SAR.


 


9.3       Term.


 


Each SAR granted under the Plan shall terminate,
and all rights thereunder shall cease, upon the expiration of ten (10) years from the date such SAR is granted, or under such circumstances
and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement
relating to such SAR.


 


9.4       Transferability
of SARS.


 


Except as provided in Section 9.5,
during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian
or legal representative) may exercise a SAR. Except as provided in Section 9.5, no SAR shall be assignable or transferable
by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.


 


9.5       Family
Transfers.


 


If authorized in the applicable Award Agreement
and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member.
For the purpose of this Section 9.5, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer
under a domestic relations order in settlement of marital property rights; or (iii) unless Applicable Law does not permit such
transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (or
the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 9.5, any such SAR shall
continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and Shares acquired pursuant
to a SAR shall be subject to the same restrictions on transfer or shares as would have applied to the Grantee. Subsequent transfers
of transferred SARs are prohibited except to Family Members of the original Grantee in accordance with this Section 9.5
or by will or the laws of descent and distribution.


 






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		10.	TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS



 


10.1       Grant
of Restricted Stock or Stock Units.


 


Awards of Restricted Stock or Stock Units
may be made for consideration or no consideration. To the extent required by Applicable Law, Grantees will be required to pay the
par value of the Shares; provided, however, that, to the extent permitted by Applicable Law, par value shall be deemed paid by
past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future
Service to the Company or an Affiliate of the Company).


 


10.2       Restrictions.


 


At the time a grant of Restricted Stock
or Stock Units is made, the Committee may, in its sole discretion, establish a period of time (a “restricted period”)
applicable to such Restricted Stock or Stock Units. Each Award of Restricted Stock or Stock Units may be subject to a different
restricted period. The Committee may in its sole discretion, at the time a grant of Restricted Stock or Stock Units is made, prescribe
restrictions in addition to or other than the expiration of the restricted period, including the satisfaction of corporate or individual
performance objectives, which may be applicable to all or any portion of the Restricted Stock or Stock Units as described in Section
14, and which shall be set forth in the Award Agreement relating to such grant. Neither Restricted Stock nor Stock Units may
be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or prior to the satisfaction
of any other restrictions prescribed by the Committee with respect to such Restricted Stock or Stock Units.


 


10.3       Restricted
Stock Certificates.


 


Pursuant to Section 3.7, to the extent
that ownership of Restricted Stock is evidenced by a book-entry registration or direct registration, such registration shall be
notated to evidence the restrictions imposed on such Award of Restricted Stock under the Plan and the applicable Award Agreement.
Subject to Section 3.7 and the immediately following sentence, the Company may issue, in the name of each Grantee to whom
Restricted Stock have been granted, share certificates representing the total number of Restricted Stock granted to the Grantee,
as soon as reasonably practicable after the Grant Date. The Committee may provide in an Award Agreement that either (i) the Secretary
of the Company shall hold such certificates for the Grantee’s benefit until such time as the shares of Restricted Stock are
forfeited to the Company or the restrictions applicable thereto lapse and such Grantee shall deliver a stock power to the Company
with respect to each certificate, or (ii) such certificates shall be delivered to the Grantee, provided, however, that such certificates
shall bear a legend or legends that comply with the applicable securities laws and regulations and make appropriate reference to
the restrictions imposed under the Plan and the Award Agreement.


 


10.4       Rights
of Holders of Restricted Stock.


 


Unless the Committee otherwise provides
in an Award Agreement, holders of Restricted Stock shall have the right to vote such Shares. Awards of Restricted Stock may provide
for the right to receive any dividends declared or paid with respect to such Shares; provided, however, that to the extent such
dividend rights are provided with respect to Restricted Stock that vests or is earned based upon the achievement of performance
goals, dividends shall not be paid currently, but shall, instead, be paid (or, to the extent deemed reinvested into additional
Shares of Restricted Stock, vest) only to the extent (and when) such Restricted Stock vests. The Award Agreement may provide that
dividends are payable in cash or deemed reinvested in additional Shares of Restricted Stock at a price per Share equal to the Fair
Market Value of a Share on the date that such dividend is paid. All distributions, if any, received by a Grantee with respect to
Restricted Stock as a result of any stock split, extraordinary dividend, share dividend, combination of shares, or other similar
transaction shall be subject to the restrictions applicable to the original Grant. Absent advance written consent by the Committee,
holders of Restricted Stock may not make an election under Code Section 83(b) with regard to the grant of Restricted Stock, and
any holder who attempts to make such an election without first obtaining such consent shall forfeit the Restricted Stock.


 






    	 	17	 



     


    

 


10.5       Rights
of Holders of Stock Units.


 


10.5.1       Voting
and Dividend Equivalent Rights.


 


Holders of Stock Units shall have no rights
as stockholders of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the
Shares subject to such Stock Units, to direct the voting of the Shares subject to such Stock Units, or to receive notice of any
meeting of the Company’s stockholders); provided, however, that the Committee may provide in an Award Agreement evidencing
a grant of Stock Units that the holder of such Stock Units shall be entitled to receive Dividend Equivalent Rights.


 


10.5.2       Creditor’s
Rights.


 


A holder of Stock Units shall have no rights
other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company,
subject to the terms and conditions of the applicable Award Agreement.


 


10.6       Termination
of Service.


 


Unless the Committee otherwise provides
in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any
Restricted Stock or Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions
and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock or Stock Units, the
Grantee shall have no further rights with respect to such Award, including but not limited to any right to vote Restricted Stock
or any right to receive dividends with respect to Restricted Stock or Stock Units.


 


10.7       Delivery
of Shares.


 


Upon the expiration or termination of any
restricted period and the satisfaction of any other conditions prescribed by the Committee and set forth in the Award Agreement
relating to such Restricted Stock or Stock Units, the restrictions applicable to Restricted Stock or Stock Units settled in Shares
shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration or a share certificate
evidencing ownership of such Shares shall, consistent with Section 3.7, be issued, free of all such restrictions, to the
Grantee or the Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary
or estate, shall have any further rights with regard to a Stock Unit once the Shares represented by the Stock Unit has been delivered.


 






    	 	18	 



     


    

 


		11.	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS



 


The Committee may, in its sole discretion,
grant (or sell) an Unrestricted Stock Award to any Grantee pursuant to which such Grantee may receive Shares free of any restrictions
(“Unrestricted Stock”) under the Plan. Unrestricted Stock Awards may be granted or sold to any Grantee as provided
in the immediately preceding sentence in respect of past or, if so provided in the related Award Agreement or a separate agreement,
the promise by the Grantee to perform future Service to the Company or an Affiliate or other valid consideration, or in lieu of,
or in addition to, any cash compensation due to such Grantee. To the extent required by Applicable Law, Grantees will be required
to pay the par value of any Shares received pursuant to an Award; provided, however, that, to the extent permitted by Applicable
Law, par value shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement,
the promise by the Grantee to perform future Service to the Company or an Affiliate of the Company).


 


The Committee may, in its sole discretion,
grant Awards to Grantees in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes
of the Plan. Awards granted pursuant to this Section 11 may be granted with vesting, value and/or payment contingent upon
the attainment of one or more performance goals. The Committee shall determine the terms and conditions of such Awards at the date
of grant or thereafter. Unless the Committee otherwise provides in an Award Agreement or in writing after the Award Agreement is
issued, upon the termination of a Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested,
or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon
forfeiture of Other Equity-Based Awards, the Grantee shall have no further rights with respect to such Award.


 


		12.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK



 


12.1       General
Rule.


 


Payment of the Option Price for the Shares
purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents
acceptable to the Company.


 


12.2       Surrender
of Shares.


 


To the extent the Award Agreement so provides,
payment of the Option Price for Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock
may be made all or in part through the tender or attestation to the Company of Shares, which shall be valued, for purposes of determining
the extent to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value on the date of exercise
or surrender, as applicable.


 






    	 	19	 



     


    

 


12.3       Cashless
Exercise.


 


With respect to an Option only (and not
with respect to Restricted Stock), to the extent permitted by Applicable Laws and to the extent the Committee so provides, in an
Award Agreement or otherwise, payment of the Option Price for Shares purchased pursuant to the exercise of an Option may be made
all or in part (i) by delivery (on a form acceptable to the Committee) by the Grantee of an irrevocable direction to a licensed
securities broker acceptable to the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment
of the Option Price and any withholding taxes described in Section 19.3, or (ii) by the Grantee electing to have the Company
issue to the Grantee only that the number of Shares equal in value to the difference between the Option Price and the Fair Market
Value of the Shares subject to the portion of the Option being exercised.


 


12.4       Other
Forms of Payment.


 


To the extent the Committee so provides,
in an Award Agreement or otherwise, payment of the Option Price for Shares purchased pursuant to exercise of an Option or the Purchase
Price for Restricted Stock may be made in any other form that is consistent with Applicable Laws, regulations and rules, including,
without limitation, Service to the Company or an Affiliate.


 


		13.	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS



 


13.1       Dividend
Equivalent Rights.


 


A Dividend Equivalent Right is an Award
entitling the recipient to receive credits based on cash distributions that would have been paid on the Shares specified in the
Dividend Equivalent Right (or other award to which it relates) if such Shares had been issued to and held by the recipient. A Dividend
Equivalent Right may be granted hereunder to any Grantee, provided that no Dividend Equivalent Rights may be granted in connection
with, or related to, an Award of Options or SARs, and, provided, further, that to the extent such Dividend Equivalent Rights are
provided with respect to an Award that vests or is earned based upon the achievement of performance goals, any dividend equivalent
amounts shall not be paid currently, but shall, instead, be paid (or, to the extent deemed reinvested into additional Shares or
Share-based Awards, issued) only to the extent such Award vest (with the Dividend Equivalent amount paid or issued, as the case
may be, at the same time the cash is paid or Shares are issued at or after vesting of the Award). The terms and conditions of Dividend
Equivalent Rights shall be specified in the Award Agreement. Dividend equivalents credited to the holder of a Dividend Equivalent
Right may be paid in cash or may be deemed to be reinvested in additional Shares or Share-based Awards, which may thereafter accrue
additional dividend equivalents. Any such reinvestment shall be based on the Fair Market Value of a Share on the date the dividend
was paid.


 


13.2       Termination
of Service.


 


Except as may otherwise be provided by the
Committee either in the Award Agreement or in writing after the Award Agreement is issued, a Grantee’s rights in all Dividend
Equivalent Rights or interest equivalents shall automatically terminate upon the Grantee’s termination of Service for any
reason.


 






    	 	20	 



     


    

 


		14.	TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS



 


14.1       Grant
of Performance Awards and Annual Incentive Awards.


 


Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant Performance Awards and/or Annual Incentive Awards to a Plan participant
in such amounts and upon such terms as the Committee shall determine.


 


14.2       Value
of Performance Awards and Annual Incentive Awards.


 


Each Performance Award and Annual Incentive
Award shall have an initial value that is established by the Committee at the time of grant. The Committee shall set performance
goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance
Awards that will be paid out to the Plan participant.


 


14.3       Earning
of Performance Awards and Annual Incentive Awards.


 


Subject to the terms of the Plan, after
the applicable Performance Period has ended, the holder of Performance Awards or Annual Incentive Awards shall be entitled to receive
payout on the value and number of the Performance Awards or Annual Incentive Awards earned by the Plan participant over the Performance
Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.


 


14.4       Form
and Timing of Payment of Performance Awards and Annual Incentive Awards.


 


Payment of earned Performance Awards and
Annual Incentive Awards shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of
the Plan, the Committee, in its sole discretion, may pay earned Performance Awards in the form of cash or in Shares (or in a combination
thereof) equal to the value of the earned Performance Awards at the close of the applicable Performance Period, or as soon as practicable
after the end of the Performance Period; provided that, unless specifically provided in the Award Agreement pertaining to the grant
of the Award, such payment shall occur no later than the 15th day of the third month following the end of the calendar year in
which the Performance Period ends. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The
determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining
to the grant of the Award.


 


14.5       Performance
Conditions.


 


The right of a Grantee to exercise or receive
a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by
the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing
any performance conditions.


 






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14.6       Performance
Awards or Annual Incentive Awards Granted to Designated Covered Employees.


 


If and to the extent that the Committee
determines that a Performance or Annual Incentive Award to be granted to a Grantee who is designated by the Committee as likely
to be a Covered Employee should qualify as “qualified performance-based compensation” for purposes of Code Section
162(m), the grant, exercise and/or settlement of such Award shall be contingent upon achievement of pre-established performance
goals and other terms set forth in this Section 14.6.


 


14.6.1       Performance
Goals Generally.


 


The performance goals for Performance or
Annual Incentive Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect
to each of such criteria, as specified by the Committee consistent with this Section 14.6. Performance goals applicable
to Awards intended to qualify as Performance-Based Compensation shall be objective and shall otherwise meet the requirements of
Code Section 162(m) and regulations thereunder including the requirement that the level or levels of performance targeted by the
Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine
that such Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of
the performance goals must be achieved as a condition to the grant, exercise and/or settlement of such Awards. Performance goals
may differ for Awards granted to any one Grantee or to different Grantees.


 


14.6.2       Timing
For Establishing Performance Goals.


 


Performance goals applicable to Awards intended
to qualify as Performance-Based Compensation shall be established not later than the earlier of (i) 90 days after the beginning
of any performance period applicable to such Awards and (ii) the day on which twenty-five percent (25%) of any performance period
applicable to such Awards has expired, or at such other date as may be required or permitted for “qualified performance-based
compensation” under Code Section 162(m).


 


14.6.3       Settlement
of Awards; Other Terms.


 


Settlement of such Awards shall be in cash,
Shares, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount
of a settlement otherwise to be made in connection with such Awards. The Committee shall specify the circumstances in which such
Performance or Annual Incentive Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to
the end of a performance period or settlement of Awards.


 


14.6.4       Performance
Measures.


 


The performance goals upon which the payment
or vesting of a Performance or Annual Incentive Award to a Covered Employee that is intended to qualify as Performance-Based Compensation
shall be limited to the following Performance Measures, with or without adjustment:


 


(a)       funds
from operations;


 






    	 	22	 



     


    

 


(b)       core
funds from operations;


 


(c)       earnings
before any one or more of the following: interest, taxes, depreciation, amortization and/or stock compensation;


 


(d)       operating
(or gross) income or profit;


 


(e)       pretax
income before allocation of corporate overhead and/or bonus;


 


(f)       operating
efficiencies;


 


(g)       operating
income as a percentage of net revenue;


 


(h)       return
on equity, assets, capital, capital employed or investment;


 


(i)       after
tax operating income;


 


(j)       net
income;


 


(k)       earnings
or book value per share;


 


(l)       financial
ratios;


 


(m)       cash
flow(s);


 


(n)       total
sales or revenues, sales or revenues per available bed and/or net apartment rent per occupied bed;


 


(o)       total
rental income or revenues;


 


(p)       capital
expenditures as a percentage of rental income;


 


(q)       total
operating expenses, or some component or combination of components of total operating expenses, as a percentage of rental income;


 


(r)       stock
price or total stockholder return, including any comparisons with stock market indices;


 


(s)       appreciation
in or maintenance of the price of the common stock or any of the Company’s publicly-traded securities;


 


(t)       dividends;


 


(u)       debt
or cost reduction;


 


(v)       comparisons
with performance metrics of peer companies;


 






    	 	23	 



     


    

 


(w)       comparisons
of the Company’s stock price performance and/or total stockholder return relative to the stock price performance and/or the
total stockholder return of peer companies;


 


(x)       strategic
business objectives, consisting of one or more objectives based on meeting specified cost, acquisition, leasing or occupancy targets,
meeting or reducing budgeted expenditures, attaining division, group, segment or corporate financial goals, meeting business expansion
goals (including, without limitation, developmental, strategic or manufacturing milestones of projects in development, execution
of contracts with current or prospective customers and development and/or execution of business expansion strategies) and meeting
goals relating to leasing, acquisitions, joint ventures or collaborations or dispositions;


 


(y)       economic
value-added; or


 


(z)       any
combination of the foregoing.


 


Business criteria may be (but are not required
to be) measured on a basis consistent with U.S. Generally Accepted Accounting Principles.


 


Any Performance Measure(s) may be expressed
on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the performance
of the Company, Subsidiary, and/or Affiliate or past performance or the past performance of any of the Company, Subsidiary, and/or
Affiliate, operating units, business segments or divisions and/or the past or current performance of other companies, and in the
case of earnings based measures, may use or employ comparisons relating to capital, stockholders’ equity and/or shares outstanding,
or to assets or net assets, as the Committee may deem appropriate.


 


14.6.5       Evaluation
of Performance.


 


The Committee may provide in any such Award
that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: (a)
asset impairments or write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting
principles, or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs;
(e) any item that is either unusual or infrequent in nature, as determined in accordance with Accounting Standards Codification
Topic 225-20 “Extraordinary and Unusual Items,” and/or as described in “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” appearing in the Company’s annual report to stockholders for the
applicable year; (f) foreign exchange gains and losses; (g) the effect of adverse federal, governmental or regulatory action, or
delays in federal, governmental or regulatory action; and (h) any other event either not directly related to operations or not
within the reasonable control of management. To the extent such inclusions or exclusions affect Awards to Covered Employees that
are intended to qualify as Performance-Based Compensation, they shall be prescribed in a form that meets the requirements of Code
Section 162(m) for deductibility.


 






    	 	24	 



     


    

 


14.6.6       Adjustment
of Performance-Based Compensation.


 


Awards that are intended to qualify as Performance-Based
Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a
formula or discretionary basis, or any combination as the Committee determines.


 


14.6.7       Board
Discretion.


 


In the event that applicable tax and/or
securities laws change to permit Board discretion to alter the governing Performance Measures without obtaining stockholder approval
of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval provided
the exercise of such discretion does not violate Code Sections 162(m) or 409A. In addition, in the event that the Committee determines
that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants
without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth
in Section 14.6.4.


 


		15.	TERMS AND CONDITIONS OF LONG-TERM INCENTIVE UNITS



 


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


 


15.1       Vesting.


 


Subject to Section 18, each LTIP
Unit granted under the Plan shall vest at such times and under such conditions as shall be determined by the Committee and stated
in the Award Agreement.


 






    	 	25	 



     


    

 


		16.	PARACHUTE LIMITATIONS



 


Unless the Grantee is party to a written
agreement or other legally enforceable contract that expressly addresses Code Section 280G or Code Section 4999 (in which case,
the provisions in such agreement or contract relating to Code Section 280G and Code Section 4999 shall control and the provisions
in this Section 16 shall not be applicable to the Grantee), if the Grantee is a “disqualified individual,” as defined
in Code Section 280G(c), then, notwithstanding any other provision of the Plan or of any other agreement, contract, or understanding
heretofore or hereafter entered into by a Grantee with the Company or an Affiliate (an “Other Agreement”) providing
any right to exercise, vesting, payment or benefit, and notwithstanding any formal or informal plan or other arrangement for the
direct or indirect provision of compensation to the Grantee (including groups or classes of Grantees or beneficiaries of which
the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the
Grantee (a “Benefit Arrangement”), any right to exercise, vesting, payment or benefit to the Grantee under the Plan
shall be reduced or eliminated:


 


(i)       to
the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits
to or for the Grantee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment
or benefit to the Grantee under the Plan to be considered a “parachute payment” within the meaning of Code Section
280G(b)(2) as then in effect (a “Parachute Payment”) and


 


(ii)       if,
as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under
the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received
by the Grantee without causing any such payment or benefit to be considered a Parachute Payment.


 


The Company shall accomplish such reduction
by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then
by reducing or eliminating any accelerated vesting of Performance Awards, then by reducing or eliminating any accelerated vesting
of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Stock or Stock Units, then by reducing
or eliminating any other remaining Parachute Payments.


 


		17.	REQUIREMENTS OF LAW



 


17.1       General.


 


No Grantee will be permitted to acquire,
or will have any right to acquire, Shares thereunder if such acquisition would be prohibited by any share ownership limits contained
in charter or bylaws or would impair the Company’s status as a REIT. The Company shall not be required to offer, sell or
issue any Shares under any Award if the offer, sale or issuance of such Shares would constitute a violation by the Grantee, any
other individual or entity exercising an Option, or the Company or an Affiliate of any provision of any law or regulation of any
governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company
shall determine, in its discretion, that the offering, listing, registration or qualification of any Shares subject to an Award
upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection
with, the issuance or purchase of Shares hereunder, no Shares may be offered, issued or sold to the Grantee or any other individual
or entity exercising an Option pursuant to such Award unless such offering, listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in
no way affect the date of termination of the Award. Without limiting the generality of the foregoing, in connection with the Securities
Act, upon the exercise of any Option or any SAR that may be settled in Shares or the delivery of any Shares underlying an Award,
unless a registration statement under such Act is in effect with respect to the Shares covered by such Award, the Company shall
not be required to offer, sell or issue such Shares unless the Committee has received evidence satisfactory to it that the Grantee
or any other individual or entity exercising an Option or SAR or accepting delivery of such Shares may acquire such Shares pursuant
to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final,
binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant
to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option
or a SAR or the issuance of Shares pursuant to the Plan to comply with any Applicable Laws. As to any jurisdiction that expressly
imposes the requirement that an Option (or SAR that may be settled in Shares) shall not be exercisable until the Shares covered
by such Option (or SAR) are registered under the securities laws thereof or are exempt from such registration, the exercise of
such Option (or SAR) under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned upon the effectiveness
of such registration or the availability of such an exemption.


 






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17.2       Rule
16b-3.


 


During any time when the Company has a class
of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the
Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange Act
will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action
by the Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative with respect to such Awards
to the extent permitted by Applicable Law and deemed advisable by the Committee, and shall not affect the validity of the Plan.
In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify the Plan in any respect necessary
to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.


 


		18.	EFFECT OF CHANGES IN CAPITALIZATION; CHANGE IN CONTROL



 


18.1       Changes
in Shares.


 


Without limiting the Committee’s discretion
as provided in the following subsections of this Section 18, if the Committee determines that any dividend or other distribution
(whether in the form of cash, Shares, other securities or other property, and other than a normal cash dividend), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange
of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares, then the Committee shall, in an equitable and proportionate
manner as deemed appropriate by the Committee, either (i) adjust (A) the number and kind of shares or other securities for which
Awards may be made under the Plan, (B) the limits set forth in Section 6.2, (C) the number and kind of shares or other securities
subject to outstanding Awards, and (D) with respect to outstanding Options or SARs, the Option Price or SAR Exercise Price per
share; (ii) provide for an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other
transaction or event having a similar effect; or (iii) make provision for a cash payment to the holder of an outstanding Award.
Any such adjustments to outstanding Awards shall be effected in a manner that precludes the material enlargement of rights and
benefits under such Awards.


 






    	 	27	 



     


    

 


18.2       Change
in Control.


 


(i)       Unless
otherwise provided by the Committee, or in an Award Agreement or by a contractual agreement between the Company and a Grantee,
if, within one year following a Change in Control, a Grantee’s Service terminates (a) by reason of death or Disability; (b)
by the Grantee for Good Reason; or (c) by the Company for any reason other than for Cause, all of such Grantee’s outstanding
Awards shall vest, become immediately exercisable and payable and have all restrictions lifted.  


 


(ii)       In
the event of a Change in Control, the Committee may (to the extent permitted by Section 409A, if applicable) take such actions
as it deems appropriate to provide for the acceleration of the exercisability, vesting and/or settlement in connection with such
Change in Control of each or any outstanding Award or portion thereof and Shares acquired pursuant thereto upon such conditions
(if any), including termination of the Grantee’s Service prior to, upon, or following such Change in Control, to such extent
as the Committee shall determine.  In the event of a Change of Control, and without the consent of any Grantee, the Committee
may, in its discretion, provide that for a period of at least fifteen (15) days prior to the Change in Control, any Options or
SARs shall be exercisable as to all Shares subject thereto and that upon the occurrence of the Change in Control, such Stock Options
or SARs shall terminate and be of no further force and effect.


 


(iii)       In
the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent
thereof, as the case may be (the "Acquiror"), may (to the extent permitted by Section 409A, if applicable),
without the consent of any Grantee, either assume or continue the Company’s rights and obligations under each or any Award
or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award
or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable; provided, that in
the event of such an assumption, the Acquiror must grant the rights set forth in Section 18.2(i) to the Grantee in respect of such
assumed Awards.  For purposes of this Section, if so determined by the Committee, in its discretion, an Award denominated
in Shares shall be deemed assumed if, following the Change in Control, the Award (as adjusted, if applicable, pursuant to Section
18.1) confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each
Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities
or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was
entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the
consent of the Acquiror (and, if applicable, to the extent permitted by Section 409A), provide for the consideration to be received
upon the exercise or settlement of the Award, for each Share subject to the Award, to consist solely of common stock of the Acquiror
equal in Fair Market Value to the per share consideration received by holders of Shares pursuant to the Change in Control. Any
Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised
or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of
the time of consummation of the Change in Control.  


 






    	 	28	 



     


    

 


(iv)       The
Committee may (to the extent permitted by Section 409A, if applicable), in its discretion and without the consent of any Grantee,
determine that, upon the occurrence of a Change in Control, each or any Award or a portion thereof outstanding immediately prior
to the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment with respect to each
vested Share (and each unvested Share, if so determined by the Committee) subject to such canceled Award in (i) cash, (ii) stock
of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which,
in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid
per Share in the Change in Control, reduced by the Option Price or SAR Exercise Price, if any, under such Award (which payment
may, for the avoidance of doubt, be $0, in the event the Option Price or SAR Exercise Price of an Award is greater than the per
share consideration in connection with the Change in Control).  In the event such determination is made by the Committee,
the amount of such payment (reduced by applicable withholding taxes, if any), if any, shall be paid to Grantees in respect of the
vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the
unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.


 


(v)       The
Committee may (to the extent permitted by Section 409A, if applicable), in its discretion, provide that in the event of a Change
in Control, (i) any outstanding Performance Awards relating to Performance Periods ending prior to the Change in Control which
have been earned but not paid shall become immediately payable, (ii) all then-in-progress Performance Periods for Performance
Awards that are outstanding shall end, and either (A) any or all Grantees shall be deemed to have earned an award equal to the
relevant target award opportunity for the Performance Period in question, or (B) at the Committee’s discretion, the Committee
shall determine the extent to which performance criteria have been met with respect to each such Performance Award, if at all,
and (iii) the Company shall cause to be paid to each Grantee such partial or full Performance Awards, in cash, Shares or other
property as determined by the Committee, within thirty (30) days of such Change in Control, based on the Change in Control
consideration, which amount may be zero if applicable.


 


18.3       No
Limitations on Company.


 


The making of Awards pursuant to the Plan
shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or
any part of its business or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate) or
engage in any other transaction or activity.


 






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		19.	GENERAL PROVISIONS



 


19.1       Disclaimer
of Rights.


 


No provision in the Plan or in any Award
or Award Agreement shall be construed to confer upon any individual or entity the right to remain in the employ or Service of the
Company or an Affiliate, or to interfere in any way with any contractual or other right or authority of the Company or an Affiliate
either to increase or decrease the compensation or other payments to any individual or entity at any time, or to terminate any
employment or other relationship between any individual or entity and the Company or an Affiliate. In addition, notwithstanding
anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement
with the Grantee, or otherwise in writing, no Award granted under the Plan shall be affected by any change of duties or position
of the Grantee, so long as such Grantee continues to provide Service. The obligation of the Company to pay any benefits pursuant
to the Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under
the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Company to transfer any amounts
to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms
of the Plan.


 


19.2       Nonexclusivity
of the Plan.


 


Neither the adoption of the Plan nor the
submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the
right and authority of the Company to adopt such other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as
it may determine to be desirable.


 


19.3       Withholding
Taxes.


 


The Company or an Affiliate, as the case
may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes
of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award
or upon the issuance of any Shares upon the exercise of an Option or pursuant to an Award. At the time of such vesting, lapse,
or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or an
Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided, that if there is a same-day
sale of Shares subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is
completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or an Affiliate,
as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing
the Company or an Affiliate to withhold Shares otherwise issuable to the Grantee or (ii) by delivering to the Company or an Affiliate
Shares already owned by the Grantee. The Shares so delivered or withheld shall have an aggregate Fair Market Value equal to such
withholding obligations. The Fair Market Value of the Shares used to satisfy such withholding obligation shall be determined by
the Company or an Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an
election pursuant to this Section 19.3 may satisfy his or her withholding obligation only with Shares that are not subject
to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of Shares that may be withheld
from any Award to satisfy any federal, state or local tax withholding requirements upon the exercise, vesting, lapse of restrictions
applicable to such Award or payment of Shares pursuant to such Award, as applicable, cannot exceed such number of Shares having
a Fair Market Value equal to the maximum statutory amount required by the Company or an Affiliate to be withheld and paid to any
such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions or payment of Shares,
or such lesser amount as the Company may specify or as may be necessary to avoid adverse accounting treatment. Notwithstanding
Section 2.20 or this Section 19.3, for purposes of determining taxable income and the amount of the related tax withholding
obligation pursuant to this Section 19.3, for any Shares subject to an Award that are sold by or on behalf of a Grantee
on the same date on which such shares may first be sold pursuant to the terms of the related Award Agreement, the Fair Market Value
of such shares shall be the sale price of such shares on such date (or if sales of such shares are effectuated at more than one
sale price, the weighted average sale price of such shares on such date), so long as such Grantee has provided the Company or an
Affiliate, or its designee or agent, with advance written notice of such sale.


 






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19.4       Captions.


 


The use of captions in the Plan or any Award
Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award
Agreement.


 


19.5       Other
Provisions.


 


Each Award granted under the Plan may contain
such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.


 


19.6       Number
and Gender.


 


With respect to words used in the Plan,
the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.


 


19.7       Severability.


 


If any provision of the Plan or any Award
Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions
hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable
in any other jurisdiction.


 






    	 	31	 



     


    

 


19.8       Governing
Law.


 


The validity and construction of the Plan
and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with, the
laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other
jurisdiction.


 


19.9       Code
Section 409A.


 


The Company intends to comply with Code
Section 409A, or an exemption to Code Section 409A, with regard to Awards hereunder that constitute deferred compensation within
the meaning of Code Section 409A, and the Plan and all Award Agreements shall be interpreted accordingly. To the extent that the
Company determines that a Grantee would be subject to the additional twenty percent (20%) tax imposed on certain nonqualified
deferred compensation plans pursuant to Code Section 409A as a result of any provision of any Award granted under the Plan, such
provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any
such amendment shall be determined by the Board. Notwithstanding anything to the contrary in this Plan or any Award Agreement,
if a Grantee is deemed on the date of the Grantee’s termination of employment to be a “specified employee” within
the meaning of Code Section 409A(a)(2)(B), then, to the extent required by Code Section 409A, any payment or the provision of
any benefit pursuant to an Award that is considered deferred compensation under Code Section 409A and that is payable on account
of such Grantee’s “separation from service” shall not be made or provided until the date which is the earlier
of (i) the expiration of the six (6)-month period measured from the date of such “separation from service,” and (ii)
the date of the Grantee’s death. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant
to this Section 19.9, (whether they would have otherwise been payable in a single sum or in installments in the absence
of such delay) shall be paid or reimbursed to the Grantee in a lump sum, and any remaining payments and benefits due under this
this Plan and any Award Agreement shall be paid or provided in accordance with the normal payment dates specified for them therein.


 


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