Exhibit 10.3


 


 


CLARION PROPERTY TRUST INC.


LONG TERM INCENTIVE PLAN


 


 

















 


CLARION PROPERTY TRUST INC.


LONG TERM INCENTIVE PLAN


 


	
  ARTICLE 1  PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  General

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3  EFFECTIVE
  TERM OF PLAN

  	
  7

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Effective Date

  	
  7

  
	
  3.2

  	
  Termination of Plan

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4  ADMINISTRATION

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Committee

  	
  7

  
	
  4.2

  	
  Actions and Interpretations by the Committee

  	
  8

  
	
  4.3

  	
  Authority of Committee

  	
  8

  
	
  4.4

  	
  Award Certificates

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5  SHARES
  SUBJECT TO THE PLAN

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Number of Shares

  	
  9

  
	
  5.2

  	
  Share Counting

  	
  9

  
	
  5.3

  	
  Stock Distributed

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6  ELIGIBILITY

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  General

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7  STOCK
  OPTIONS

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  General

  	
  10

  
	
  7.2

  	
  Incentive Stock Options

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8  STOCK
  APPRECIATION RIGHTS

  	
  11

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Grant of Stock Appreciation Rights

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9  RESTRICTED
  STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS

  	
  12

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Grant of Restricted Stock, Restricted Stock Units and
  Deferred Stock Units

  	
  12

  
	
  9.2

  	
  Issuance and Restrictions

  	
  13

  
	
  9.3

  	
  Dividends on Restricted Stock

  	
  13

  
	
  9.4

  	
  Forfeiture

  	
  13

  
	
  9.5

  	
  Delivery of Restricted Stock

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10  PERFORMANCE AWARDS

  	
  14

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Grant of Performance Awards

  	
  14

  
	
  10.2

  	
  Performance Goals

  	
  14

  



 


i

















 


	
  ARTICLE 11  DIVIDEND
  EQUIVALENTS

  	
  14

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Grant of Dividend Equivalents

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  12  STOCK OR OTHER STOCK-BASED AWARDS

  	
  15

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Grant of Stock or Other Stock-Based Awards

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13  PROVISIONS
  APPLICABLE TO AWARDS

  	
  15

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Term of Awards

  	
  15

  
	
  13.2

  	
  Form of Payment for Awards

  	
  15

  
	
  13.3

  	
  Limits on Transfer

  	
  15

  
	
  13.4

  	
  Beneficiaries

  	
  16

  
	
  13.5

  	
  Stock Trading Restrictions

  	
  16

  
	
  13.6

  	
  Acceleration for Any Reason

  	
  16

  
	
  13.7

  	
  Forfeiture Events

  	
  16

  
	
  13.8

  	
  Substitute Awards

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14  CHANGES IN
  CAPITAL STRUCTURE

  	
  17

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Mandatory Adjustments

  	
  17

  
	
  14.2

  	
  Discretionary Adjustments

  	
  17

  
	
  14.3

  	
  General

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15  AMENDMENT,
  MODIFICATION AND TERMINATION

  	
  18

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Amendment, Modification and Termination

  	
  18

  
	
  15.2

  	
  Awards Previously Granted

  	
  18

  
	
  15.3

  	
  Compliance Amendments

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16  GENERAL
  PROVISIONS

  	
  19

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Rights of Participants

  	
  19

  
	
  16.2

  	
  Withholding

  	
  20

  
	
  16.3

  	
  Special Provisions Related to Section 409A of the Code

  	
  20

  
	
  16.4

  	
  Unfunded Status of Awards

  	
  21

  
	
  16.5

  	
  Relationship to Other Benefits

  	
  21

  
	
  16.6

  	
  Expenses

  	
  22

  
	
  16.7

  	
  Titles and Headings

  	
  22

  
	
  16.8

  	
  Gender and Number

  	
  22

  
	
  16.9

  	
  Fractional Shares

  	
  22

  
	
  16.10

  	
  Government and Other Regulations

  	
  22

  
	
  16.11

  	
  Governing Law

  	
  22

  
	
  16.12

  	
  Additional Provisions

  	
  23

  
	
  16.13

  	
  No Limitations on Rights of Company

  	
  23

  
	
  16.14

  	
  Indemnification

  	
  23

  



 


ii














 


CLARION PROPERTY TRUST INC.


LONG TERM INCENTIVE PLAN


 


ARTICLE 1


PURPOSE


 


1.1.                              GENERAL.  The purpose of the Clarion Property Trust
Inc. Long Term Incentive Plan is to enable Clarion Property Trust Inc. and its
Affiliates (as defined below) to (1) provide an incentive to employees,
officers, directors, consultants and advisors to increase the value of the
Company’s common stock, (2) give such persons a stake in the Company’s
future that corresponds to the stake of each of the Company’s stockholders, and
(3) obtain or retain the services of these persons who are considered
essential to the Company’s long-term success, by offering such persons an
opportunity to participate in the Company’s growth through ownership of the
Company’s common stock or through other equity-related awards. Accordingly, the
Plan permits the grant of incentive awards from time to time to selected
employees, officers, directors, consultants and advisors of the Company and its
Affiliates.


 


ARTICLE 2


DEFINITIONS


 


2.1.                              DEFINITIONS.  When a word or phrase appears in this Plan
with the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to
it in this Section or in Section 1.1 unless a clearly different
meaning is required by the context.  The
following words and phrases shall have the following meanings:


 


(a)                                  “Affiliate”
means (i) any Subsidiary or Parent, or (ii) an entity that directly
or through one or more intermediaries controls, is controlled by or is under
common control with, the Company, as determined by the Committee.


 


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


 


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


 


(d)                                 “Beneficial
Owner” shall have the meaning given such term in Rule 13d-3 


 


1

















 


of the General Rules and
Regulations under the 1934 Act.


 


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


 


(f)                                    “Cause”
as a reason for a Participant’s termination of employment shall have the meaning
assigned such term in the employment, severance or similar agreement, if any,
between such Participant and the Company or an Affiliate, provided, however
that if there is no such employment, severance or similar agreement in which
such term is defined, and unless otherwise defined in the applicable Award
Certificate, “Cause” shall mean any of the following acts by the Participant,
as determined by the Committee: gross neglect of duty, prolonged absence from
duty without the consent of the Company, material breach by the Participant of
any published Company code of conduct or code of ethics; or willful misconduct,
misfeasance or malfeasance of duty which is reasonably determined to be
detrimental to the Company. With respect to a Participant’s termination of
directorship, “Cause” means an act or failure to act that constitutes cause for
removal of a director under applicable Maryland law.  The determination of
the Committee as to the existence of “Cause” shall be conclusive on the
Participant and the Company.


 


(g)                                 “Change in
Control” means and includes the occurrence of any one of the following
events but shall specifically exclude a Public Offering:


 


(i)                                     during any
consecutive 12 month period, individuals who, at the beginning of such period,
constitute the Board (the “Incumbent Directors”) cease for any reason to
constitute at least a majority of such Board, provided that any person becoming
a director after the beginning of such 12 month period and whose election or
nomination for election was approved by a vote of at least a majority of the
Incumbent Directors then on the Board shall be an Incumbent Director; provided,
however, that no individual initially elected or nominated as a director
of the Company as a result of an actual or threatened election contest with
respect to the election or removal of directors (“Election Contest”) or
other actual or threatened solicitation of proxies or consents by or on behalf
of any Person other than the Board (“Proxy Contest”), including by
reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest, shall be deemed an Incumbent Director; or


 


(ii)                                  any Person
becomes a Beneficial Owner, directly or indirectly, of either (A) 30% or
more of the then-outstanding shares of common stock of the Company (“Company
Common Stock”) or (B) securities of the Company representing 30% or
more of the combined voting power of the Company’s then outstanding securities
eligible to vote for the election of directors (the “Company Voting
Securities”); provided, however, that for purposes of this
subsection (ii), the following acquisitions of Company Common Stock or Company
Voting Securities shall not constitute a Change in Control: (w) an
acquisition directly from the Company, (x) an acquisition by the Company or
a Subsidiary, (y) an acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Subsidiary, or (z) an
acquisition pursuant to a 


 


2

















 


Non-Qualifying Transaction (as defined in subsection
(iii) below); or


 


(iii)                               the
consummation of a reorganization, merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the Company or a
Subsidiary (a “Reorganization”), or the sale or other disposition of all
or substantially all of the Company’s assets (a “Sale”) or the
acquisition of assets or stock of another corporation or other entity (an “Acquisition”),
unless immediately following such Reorganization, Sale or Acquisition: (A) all
or substantially all of the individuals and entities who were the Beneficial
Owners, respectively, of the outstanding Company Common Stock and outstanding
Company Voting Securities immediately prior to such Reorganization, Sale or
Acquisition beneficially own, directly or indirectly, more than 30% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from such Reorganization, Sale or Acquisition (including, without
limitation, an entity which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets or stock either directly or
through one or more subsidiaries, the “Surviving Entity”) in
substantially the same proportions as their ownership, immediately prior to
such Reorganization, Sale or Acquisition, of the outstanding Company Common
Stock and the outstanding Company Voting Securities, as the case may be, and (B) no
Person (other than (x) the Company or any Subsidiary, (y) the
Surviving Entity or its ultimate parent entity, or (z) any employee
benefit plan (or related trust) sponsored or maintained by any of the
foregoing) is the Beneficial Owner, directly or indirectly, of 30% or more of
the total common stock or 30% or more of the total voting power of the
outstanding voting securities eligible to elect directors of the Surviving
Entity, and (C) at least a majority of the members of the board of
directors of the Surviving Entity were Incumbent Directors at the time of the
Board’s approval of the execution of the initial agreement providing for such
Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition
which satisfies all of the criteria specified in (A), (B) and (C) above
shall be deemed to be a “Non-Qualifying Transaction”); or


 


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


 


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


 


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


 


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


 


3

















 


(k)                                  “Company”
means Clarion Property Trust Inc., a Maryland corporation, or any successor
corporation.


 


(l)                                     “Continuous
Status as a Participant” means the absence of any interruption or
termination of service as an employee, officer, director, consultant or
advisors of the Company or any Affiliate, as applicable; provided, however,
that for purposes of an Incentive Stock Option “Continuous Status as a
Participant” means the absence of any interruption or termination of
service as an employee of the Company or any Parent or Subsidiary, as
applicable, pursuant to applicable tax regulations.  Continuous Status as a Participant shall not
be considered interrupted in the following cases: (i) a Participant
transfers employment between the Company and an Affiliate or between Affiliates,
or (ii) in the discretion of the Committee as specified at or prior to
such occurrence, in the case of a spin-off, sale or disposition of the
Participant’s employer from the Company or any Affiliate, or (iii) any
leave of absence authorized in writing by the Company prior to its
commencement; provided, however, that for purposes of Incentive Stock Options,
no such leave may exceed 90 days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. 
If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 91st day of such leave any Incentive Stock
Option held by the Participant shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock
Option.  Whether military, government or
other service or other leave of absence shall constitute a termination of
Continuous Status as a Participant shall be determined in each case by the
Committee at its discretion, and any determination by the Committee shall be
final and conclusive.


 


(m)                               “Deferred
Stock Unit” means a right granted to a Participant under Article 9 to
receive Shares (or the equivalent value in cash or other property if the
Committee so provides) at a future time as determined by the Committee, or as
determined by the Participant within guidelines established by the Committee in
the case of voluntary deferral elections.


 


(n)                                 “Disability”
of a Participant means that the Participant (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (ii) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering
employees of the Participant’s employer. 
If the determination of Disability relates to an Incentive Stock Option,
Disability means Permanent and Total Disability as defined in Section 22(e)(3) of
the Code.  In the event of a dispute, the
determination of whether a Participant is Disabled will be made by the
Committee and may be supported by the advice of a physician competent in the
area to which such Disability relates.


 


(o)                                 “Dividend
Equivalent” means a right granted to a Participant under Article 11.


 


4

















 


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


 


(q)                                 “Eligible
Participant” means an employee, officer, consultant or director of the
Company or any Affiliate.


 


(r)                                    “Exchange”
means any national securities exchange on which the Stock may from time to time
be listed or traded.


 


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


 


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


 


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


 


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


 


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


 


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


 


(y)                                 “Other
Stock-Based Award” means a right granted to a Participant under Article 12,
that relates to or is valued by reference to Stock or other Awards relating to
Stock.


 


5

















 


(z)                                   “Parent”
means a corporation, limited liability company, partnership or other entity
which owns or beneficially owns a majority of the outstanding voting stock or
voting power of the Company. Notwithstanding the above, with respect to an
Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of
the Code.


 


(aa)                            “Participant”
means a person who, as an employee, officer, director or consultant of the
Company or any Affiliate, has been granted an Award under the Plan; provided
that in the case of the death of a Participant, the term “Participant” refers
to a beneficiary designated pursuant to Section 13.4 or the legal guardian
or other legal representative acting in a fiduciary capacity on behalf of the
Participant under applicable state law and court supervision.


 


(bb)                          “Performance
Award” means any award granted under the Plan pursuant to Article 10.


 


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


 


(dd)                          “Plan”
means the Clarion Property Trust Inc. Long Term Incentive Plan, as amended from
time to time.


 


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


 


(ff)                                “Restricted
Stock” means Stock granted to a Participant under Article 9 that is
subject to certain restrictions and to risk of forfeiture.


 


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


 


(hh)                          “Shares”
means shares of the Company’s Stock.  If
there has been an adjustment or substitution pursuant to Section 14.1, the
term “Shares” shall also include any shares of stock or other securities that
are substituted for Shares or into which Shares are adjusted pursuant to Section 14.1.


 


(ii)                                  “Stock”
means the $0.01 par value common stock of the Company and such other securities
of the Company as may be substituted for Stock pursuant to Section 14.1.


 


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


 


6

















 


SAR, all as determined
pursuant to Article 8.


 


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


 


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


 


(mm)                      “1934 Act”
means the Securities Exchange Act of 1934, as amended from time to time.


 


ARTICLE 3


EFFECTIVE TERM OF PLAN


 


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


 


3.2.                              TERMINATION OF PLAN.  The Plan shall terminate on the tenth
anniversary of the Effective Date unless earlier terminated as provided
herein.  The termination of the Plan on
such date shall not affect the validity of any Award outstanding on the date of
termination, which shall continue to be governed by the applicable terms and
conditions of this Plan.  Notwithstanding
the foregoing, no Incentive Stock Options may be granted more than ten (10) years
after the earlier of (a) adoption of this Plan by the Board, or (b) the
Effective Date.


 


ARTICLE 4


ADMINISTRATION


 


4.1.                              COMMITTEE.  The Plan shall be administered by a Committee
appointed by the Board (which Committee shall consist of at least two
directors) or, at the discretion of the Board from time to time, the Plan may
be administered by the Board.  The members
of the Committee shall be appointed by, and may be changed at any time and from
time to time in the discretion of, the Board. 
It is intended that at least two of the directors appointed to serve on
the Committee shall be “non-employee directors” (within the meaning of Rule 16b-3
promulgated under the 1934 Act) and that any such members of the Committee who
do not so qualify shall abstain from participating in any decision to make or
administer Awards that are made to Eligible Participants who at the time of
consideration for such Award are persons subject to the short-swing profit rules of
Section 16 of the 1934 Act. 
However, the mere fact that a Committee member shall fail to qualify as
a “non-employee director” or shall fail to abstain from such action shall not
invalidate any Award made by the Committee which Award is otherwise validly
made under the Plan.  The members of the
Committee shall be appointed by, and may be changed at any time and from time
to time in the discretion of, the Board. 
The Board may reserve to itself any or all of the authority and
responsibility of the Committee under the Plan or may act as administrator of
the Plan for any and all purposes.  To
the extent the Board has reserved any authority and 


 


7

















 


responsibility or during any time that the
Board is acting as administrator of the Plan, it shall have all the powers of
the Committee hereunder, and any reference herein to the Committee (other than
in this Section 4.1) shall include the Board.  To the extent any action of the Board under
the Plan conflicts with actions taken by the Committee, the actions of the
Board shall control.


 


4.2.                              ACTION AND INTERPRETATIONS
BY THE COMMITTEE.  For
purposes of administering the Plan, the Committee may from time to time adopt
rules, regulations, guidelines and procedures for carrying out the provisions
and purposes of the Plan and make such other determinations, not inconsistent
with the Plan, as the Committee may deem appropriate.  The Committee may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent it deems necessary to carry out the intent of the
Plan.  The Committee’s interpretation of
the Plan, any Awards granted under the Plan, any Award Certificate and all
decisions and determinations by the Committee with respect to the Plan are
final, binding, and conclusive on all parties. 
Each member of the Committee is entitled to, in good faith, rely or act
upon any report or other information furnished to that member by any officer or
other employee of the Company or any Affiliate, the Company’s or an Affiliate’s
independent certified public accountants, Company counsel or any executive
compensation consultant or other professional retained by the Company to assist
in the administration of the Plan.  No
member of the Committee will be liable for any good faith determination, act or
omission in connection with the Plan or any Award.


 


4.3.                              AUTHORITY OF COMMITTEE.  The Committee has the exclusive power,
authority and discretion to:


 


(a)                                  Grant Awards;


 


(b)                                 Designate
Participants;


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                     Make all other
decisions and determinations that may be required under


 


8

















 


the Plan or as the Committee deems necessary or
advisable to administer the Plan;


 


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


 


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


 


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


 


ARTICLE 5


SHARES SUBJECT TO THE PLAN


 


5.1.                              NUMBER OF SHARES.  Subject to adjustment as provided in Sections
5.2 and Section 14.1, the aggregate number of Shares reserved and
available for issuance pursuant to Awards granted under the Plan shall be 2,000,000;
provided, however, that no Awards shall be granted under the Plan on any date
on which the aggregate number of Shares subject to Awards previously issued
under the Plan, together with the proposed Awards to be granted on such date,
shall exceed 2% of the Company’s total outstanding Shares on such date.  The maximum number of Shares that may be
issued upon exercise of Incentive Stock Options granted under the Plan shall be
2,000,000.


 


5.2.                              SHARE COUNTING.  Shares covered by an Award shall be
subtracted from the Plan share reserve as of the Grant Date, but shall be added
back to the Plan share reserve in accordance with this Section 5.2.


 


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


 


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


 


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


 


(d)                                 If the exercise
price of an Option is satisfied in whole or in part by delivering Shares to the
Company (by either actual delivery or attestation), the number of Shares so
tendered (by delivery or attestation) shall be added to the Plan share reserve
and will be available for issuance pursuant to Awards granted under the Plan.


 


(e)                                  To the extent
that the full number of Shares subject to an Option or SAR is 


 


9

















 


not
issued upon exercise of the Option or SAR for any reason, including by reason
of net-settlement of the Award, the unissued Shares originally subject to the
Award will be added back to the Plan share reserve and again be available for
issuance pursuant to other Awards granted under the Plan.


 


(f)                                    To the extent
that the full number of Shares subject to an Award other than an Option or SAR
is not issued for any reason, including by reason of failure to achieve maximum
performance goals, the unissued Shares originally subject to the Award will be
added back to the Plan share reserve and again be available for issuance
pursuant to Awards granted under the Plan.


 


(g)                                 Substitute
Awards granted pursuant to Section 13.8 of the Plan shall not count
against the Shares otherwise available for issuance under the Plan under Section 5.1.


 


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


 


ARTICLE 6


ELIGIBILITY


 


6.1.                              GENERAL.  Awards may be granted only to Eligible
Participants.  Incentive Stock Options
may be granted only to Eligible Participants who are employees of the Company
or a Parent or Subsidiary as defined in Section 424(e) and (f) of
the Code.  Eligible Participants who are
service providers to an Affiliate may be granted Options or SARs under this
Plan only if the Affiliate qualifies as an “eligible issuer of service
recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the
final regulations under Code Section 409A.


 


ARTICLE 7


STOCK OPTIONS


 


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


 


(a)                                  EXERCISE PRICE.  The exercise price per Share under an Option
shall be determined by the Committee, provided that the exercise price for any
Option (other than an Option issued as a substitute Award pursuant to Section 13.8)
shall not be less than the Fair Market Value as of the Grant Date.


 


(b)                                 PROHIBITION ON
REPRICING.  Except as
otherwise provided in Section 14.1, the exercise price of an Option may
not be reduced, directly or indirectly by cancellation and regrant or
otherwise, without the prior approval of the stockholders of the Company.


 


(c)                                  TIME AND
CONDITIONS OF EXERCISE.  The
Committee shall 


 


10

















 


determine the time or times at which an Option may
be exercised in whole or in part, subject to Section 7.1(e), including a
provision that an Option that is otherwise exercisable and has an exercise
price that is less than the Fair Market Value of the Stock on the last day of
its term will be automatically exercised on such final date of the term by
means of a “net exercise,” thus entitling the optionee to Shares equal to the
intrinsic value of the Option on such exercise date, less the number of Shares
required for tax withholding.  The
Committee shall also determine the performance or other conditions, if any,
that must be satisfied before all or part of an Option may be exercised or
vested.


 


(d)                                 PAYMENT.  The Committee shall determine the methods by
which the exercise price of an Option may be paid, the form of payment, and the
methods by which Shares shall be delivered or deemed to be delivered to
Participants.  As determined by the
Committee at or after the Grant Date, payment of the exercise price of an
Option may be made in, in whole or in part, in the form of (i) cash or
cash equivalents, (ii) delivery (by either actual delivery or attestation)
of previously-acquired Shares based on the Fair Market Value of the Shares on
the date the Option is exercised, (iii) withholding of Shares from the
Option based on the Fair Market Value of the Shares on the date the Option is
exercised, (iv) broker-assisted market sales, or (iv) any other “cashless
exercise” arrangement.


 


(e)                                  EXERCISE TERM.  Except for Nonstatutory Options granted to
Participants outside the United States, no Option granted under the Plan shall
be exercisable for more than ten years from the Grant Date.


 


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


 


(g)                                 NO DIVIDEND
EQUIVALENTS.  No Option
shall provide for Dividend Equivalents.


 


7.2.                              INCENTIVE STOCK OPTIONS.  The terms of any Incentive Stock Options
granted under the Plan must comply with the requirements of Section 422 of
the Code.  Without limiting the
foregoing, any Incentive Stock Option granted to a Participant who at the Grant
Date owns more than 10% of the voting power of all classes of shares of the
Company must have an exercise price per Share of not less than 110% of the Fair
Market Value per Share on the Grant Date and an Option term of not more than
five years.  If all of the requirements
of Section 422 of the Code (including the above) are not met, the Option
shall automatically become a Nonstatutory Stock Option.


 


ARTICLE 8


STOCK APPRECIATION RIGHTS


 


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


 


11














 


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


 


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


 


(2)                                        The base price
of the SAR as determined by the Committee and set forth in the Award
Certificate, which shall not be less than the Fair Market Value of one Share on
the Grant Date.


 


(b)                                 PROHIBITION ON
REPRICING.  Except as
otherwise provided in Section 14.1, the base price of a SAR may not be
reduced, directly or indirectly by cancellation and regrant or otherwise,
without the prior approval of the stockholders of the Company.


 


(c)                                  TIME AND
CONDITIONS OF EXERCISE.  The
Committee shall determine the time or times at which a SAR may be exercised in
whole or in part, including a provision that a SAR that is otherwise
exercisable and has a base price that is less than the Fair Market Value of the
Stock on the last day of its term will be automatically exercised on such final
date of the term, thus entitling the holder to cash or Shares equal to the
intrinsic value of the SAR on such exercise date, less the cash or number of
Shares required for tax withholding. 
Except for SARs granted to Participants outside the United States, no
SAR shall be exercisable for more than ten years from the Grant Date.


 


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


 


(e)                                  NO DIVIDEND
EQUIVALENTS.  No SAR
shall provide for Dividend Equivalents.


 


(f)                                    OTHER TERMS.  All SARs shall be evidenced by an Award
Certificate.  Subject to the limitations
of this Article 8, the terms, methods of exercise, methods of settlement,
form of consideration payable in settlement (e.g., cash, Shares or other
property), and any other terms and conditions of the SAR shall be determined by
the Committee at the time of the grant and shall be reflected in the Award
Certificate.


 


ARTICLE 9


RESTRICTED STOCK, RESTRICTED STOCK UNITS


AND DEFERRED STOCK UNITS


 


9.1.                              GRANT OF
RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS.  The Committee is authorized to make Awards of
Restricted Stock, Restricted Stock Units or Deferred Stock Units to
Participants in such amounts and subject to such terms and conditions as may be
selected by the Committee.  An Award of 


 


12

















 


Restricted Stock, Restricted Stock Units or
Deferred Stock Units shall be evidenced by an Award Certificate setting forth
the terms, conditions, and restrictions applicable to the Award.


 


9.2.                              ISSUANCE AND RESTRICTIONS.  Restricted Stock, Restricted Stock Units or
Deferred Stock Units shall be subject to such restrictions on transferability
and other restrictions as the Committee may impose (including, for example,
limitations on the right to vote Restricted Stock or the right to receive
dividends on the Restricted Stock). 
These restrictions may lapse separately or in combination at such times,
under such circumstances, in such installments, upon the satisfaction of
performance goals or otherwise, as the Committee determines at the time of the
grant of the Award or thereafter.  Except
as otherwise provided in an Award Certificate or any special Plan document
governing an Award, the Participant shall have all of the rights of a
stockholder with respect to the Restricted Stock, and the Participant shall
have none of the rights of a stockholder with respect to Restricted Stock Units
or Deferred Stock Units until such time as Shares of Stock are paid in
settlement of the Restricted Stock Units or Deferred Stock Units.  Unless otherwise provided in the applicable
Award Certificate, awards of Restricted Stock will be entitled to full dividend
rights and any dividends paid thereon will be paid or distributed to the holder
no later than the end of the calendar year in which the dividends are paid to
stockholders or, if later, the 15th  day of the third month following the date the
dividends are paid to stockholders.


 


9.3                                 DIVIDENDS ON RESTRICTED
STOCK.  In the case of Restricted
Stock, the Committee may provide that ordinary cash dividends declared on the
Shares before they are vested (i) will be forfeited, (ii) will be deemed
to have been reinvested in additional Shares or otherwise reinvested (subject
to Share availability under Section 5.1 hereof), or (iii) in the case
of Restricted Stock that is not subject to performance-based vesting, will be
paid or distributed to the Participant as accrued (in which case, such
dividends must be paid or distributed no later than the 15th day of the 3rd
month following the later of (A) the calendar year in which the
corresponding dividends were paid to shareholders, or (B) the first calendar
year in which the Participant’s right to such dividends is no longer subject to
a substantial risk of forfeiture). 
Unless otherwise provided by the Committee, dividends accrued on Shares
of Restricted Stock before they are vested shall, as provided in the Award
Certificate, either (i) be reinvested in the form of additional Shares,
which shall be subject to the same vesting provisions as provided for the host
Award, or (ii) be credited by the Company to an account for the
Participant and accumulated without interest until the date upon which the host
Award becomes vested, and any dividends accrued with respect to forfeited
Restricted Stock will be reconveyed to the Company without further
consideration or any act or action by the Participant.


 


9.4.                              FORFEITURE.  Subject to the terms of the Award Certificate
and except as otherwise determined by the Committee at the time of the grant of
the Award or thereafter, upon termination of Continuous Status as a Participant
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock or
Restricted Stock Units that are at that time subject to restrictions shall be
forfeited.


 


9.5.                              DELIVERY OF RESTRICTED STOCK.  Shares of Restricted Stock shall be delivered
to the Participant at the Grant Date either by book-entry registration or by
delivering to the Participant, or a custodian or escrow agent (including,
without limitation, the Company or


 


13

















 


one
or more of its employees) designated by the Committee, a stock certificate or
certificates registered in the name of the Participant.  If physical certificates representing shares
of Restricted Stock are registered in the name of the Participant, such
certificates must bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock.


 


ARTICLE 10


PERFORMANCE AWARDS


 


10.1.                        GRANT OF
PERFORMANCE AWARDS.  The
Committee is authorized to grant any Award under this Plan, including
cash-based Awards, with performance-based vesting criteria, on such terms and
conditions as may be selected by the Committee. 
Any such Awards with performance-based vesting criteria are referred to
herein as Performance Awards. The Committee shall have the complete discretion
to determine the number of Performance Awards granted to each Participant and
to designate the provisions of such Performance Awards as provided in Section 4.3.  All Performance Awards shall be evidenced by
an Award Certificate or a written program established by the Committee,
pursuant to which Performance Awards are awarded under the Plan under uniform
terms, conditions and restrictions set forth in such written program.


 


10.2.                        PERFORMANCE GOALS.  The Committee may establish performance goals
for Performance Awards which may be based on any criteria selected by the
Committee.  Such performance goals may be
described in terms of Company-wide objectives or in terms of objectives that
relate to the performance of the Participant, an Affiliate or a division,
region, department or function within the Company or an Affiliate. If the
Committee determines that a change in the business, operations, corporate
structure or capital structure of the Company or the manner in which the
Company or an Affiliate conducts its business, or other events or circumstances
render performance goals to be unsuitable, the Committee may modify such
performance goals in whole or in part, as the Committee deems appropriate.  If a Participant is promoted, demoted or
transferred to a different business unit or function during a performance
period, the Committee may determine that the performance goals or performance
period are no longer appropriate and may (i) adjust, change or eliminate the
performance goals or the applicable performance period as it deems appropriate
to make such goals and period comparable to the initial goals and period, or (ii) make
a cash payment to the participant in an amount determined by the Committee.


 


ARTICLE 11


DIVIDEND EQUIVALENTS


 


11.1.                        GRANT OF
DIVIDEND EQUIVALENTS.  Except as
provided in Sections 7.1(g) and 8.1(e), the Committee is authorized to
grant Dividend Equivalents with respect to Awards granted hereunder, subject to
such terms and conditions as may be selected by the Committee.  Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of Shares subject to an Award, as determined by the
Committee.  The Committee may provide
that Dividend Equivalents (i) will be deemed to have been reinvested in
additional Shares or otherwise reinvested, or (ii) except in the case of
Performance Awards, will be paid or distributed to the Participant as accrued
(in 


 


14

















 


which case, such Dividend Equivalents must be
paid or distributed no later than the 15th day of the 3rd month following the later of (A) the
calendar year in which the corresponding dividends were paid to shareholders,
or (B) the first calendar year in which the Participant’s right to such
Dividends Equivalents is no longer subject to a substantial risk of
forfeiture).  Unless otherwise provided
by the Committee, Dividend Equivalents accruing on unvested Full-Value Awards
shall, as provided in the Award Certificate, either (i) be reinvested in
the form of additional Shares, which shall be subject to the same vesting
provisions as provided for the host Award, or (ii) be credited by the
Company to an account for the Participant and accumulated without interest
until the date upon which the host Award becomes vested, and any Dividend
Equivalents accrued with respect to forfeited Awards will be reconveyed to the
Company without further consideration or any act or action by the Participant.


 


ARTICLE 12


STOCK OR OTHER STOCK-BASED
AWARDS


 


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


 


ARTICLE 13


PROVISIONS APPLICABLE TO AWARDS


 


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


 


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


 


13.3.                        LIMITS ON TRANSFER.  No right or interest of a Participant in any
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Company or an Affiliate, or shall be
subject to any lien, obligation, or liability of such Participant to any other
party other than the Company or an Affiliate. 
No unexercised or restricted Award shall be assignable or transferable
by a Participant other than by will or the laws


 


15

















 


of
descent and distribution; provided, however, that the Committee may (but need
not) permit other transfers (other than transfers for value) where the
Committee concludes that such transferability (i) does not result in
accelerated taxation, (ii) does not cause any Option intended to be an
Incentive Stock Option to fail to be described in Code Section 422(b), and
(iii) is otherwise appropriate and desirable, taking into account any
factors deemed relevant, including without limitation, state or federal tax or
securities laws applicable to transferable Awards.


 


13.4.                        BENEFICIARIES.  Notwithstanding Section 13.3, a
Participant may, in the manner determined by the Committee, designate a
beneficiary to exercise the rights of the Participant and to receive any
distribution with respect to any Award upon the Participant’s death.  A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject
to all terms and conditions of the Plan and any Award Certificate applicable to
the Participant, except to the extent the Plan and Award Certificate otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee.  If no beneficiary has
been designated or survives the Participant, payment shall be made to the
Participant’s estate.  Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.


 


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


 


13.6.                    ACCELERATION FOR ANY REASON.  The Committee may in its sole discretion at
any time determine that all or a portion of a Participant’s Options, SARs, and
other Awards in the nature of rights that may be exercised shall become fully
or partially exercisable, that all or a part of the time-based vesting
restrictions on all or a portion of the outstanding Awards shall lapse, and/or
that any performance-based criteria with respect to any Awards shall be deemed
to be wholly or partially satisfied, in each case, as of such date as the Committee
may, in its sole discretion, declare. 
The Committee may discriminate among Participants and among Awards
granted to a Participant in exercising its discretion pursuant to this Section 13.6.  Notwithstanding anything in the Plan,
including this Section 13.6, the Committee may not accelerate the payment
of any Award if such acceleration would violate Section 409A(a)(3) of
the Code.


 


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


 


16

















 


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


 


ARTICLE 14


CHANGES IN CAPITAL STRUCTURE


 


14.1.                        MANDATORY ADJUSTMENTS.  In the
event of a nonreciprocal transaction between the Company and its stockholders
that causes the per-share value of the Stock to change (including, without
limitation, any stock dividend, stock split, spin-off, rights offering, or
large nonrecurring cash dividend), the authorization limits under Section 5.1
shall be adjusted proportionately, and the
Committee shall make such adjustments to the Plan and Awards as it deems
necessary, in its sole discretion, to prevent dilution or enlargement of rights
immediately resulting from such transaction. 
Action by the Committee may include: (i) adjustment of the number
and kind of shares that may be delivered under the Plan; (ii) adjustment
of the number and kind of shares subject to outstanding Awards; (iii) adjustment
of the exercise price of outstanding Awards or the measure to be used to
determine the amount of the benefit payable on an Award; and (iv) any
other adjustments that the Committee determines to be equitable.  Notwithstanding
the foregoing, the Committee shall not make any adjustments to outstanding
Options or SARs that would constitute a modification or substitution of the
stock right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that would be
treated as the grant of a new stock right or change in the form of payment for
purposes of Code Section 409A.  Without limiting the foregoing, in the
event of a subdivision of the outstanding Stock (stock-split), a declaration of
a dividend payable in Shares, or a combination or consolidation of the
outstanding Stock into a lesser number of Shares, the authorization limits
under Section 5.1 shall automatically be adjusted proportionately, and the
Shares then subject to each Award shall automatically, without the necessity
for any additional action by the Committee, be adjusted proportionately without
any change in the aggregate purchase price therefor.


 


14.2.                        DISCRETIONARY ADJUSTMENTS.  Upon the occurrence or in anticipation of any
corporate event or transaction involving the Company (including, without
limitation, any merger, reorganization, recapitalization, combination or
exchange of shares, or any transaction described in Section 14.1), the Committee
may, in its sole discretion, provide (i) that Awards will be settled in
cash rather than Stock, (ii) that Awards will become immediately vested
and exercisable and will expire after a designated period of time to the extent
not then exercised, (iii) that Awards will be assumed by another party to
a transaction or otherwise be equitably converted or substituted in connection
with such transaction, (iv) that outstanding Awards may be settled by
payment in cash or cash equivalents equal to the excess of the Fair Market
Value of the underlying Stock, as of a specified date associated with the
transaction, over the exercise price of the Award, (v) that performance
targets and performance periods for Performance Awards will be modified, or (vi) any
combination of the foregoing.  The
Committee’s 


 


17

















 


determination
need not be uniform and may be different for different Participants whether or
not such Participants are similarly situated.


 


14.3.                        GENERAL.  Any discretionary adjustments made pursuant
to this Article 14 shall be subject to the provisions of Section 15.2.  To the extent that any adjustments made
pursuant to this Article 14 cause Incentive Stock Options to cease to
qualify as Incentive Stock Options, such Options shall be deemed to be
Nonstatutory Stock Options.


 


ARTICLE 15


AMENDMENT, MODIFICATION AND
TERMINATION


 


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


 


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


 


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


 


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


 


(c)                                  Except as
otherwise provided in Section 14.1, the exercise price of an Option or SAR
may not be reduced, directly or indirectly, without the prior approval of the
stockholders of the Company; and


 


(d)                                 No termination,
amendment, or modification of the Plan shall adversely 


 


18

















 


affect any Award previously granted under the Plan,
without the written consent of the Participant affected thereby.  An outstanding Award shall not be deemed to
be “adversely affected” by a Plan amendment if such amendment would not reduce
or diminish the value of such Award determined as if the Award had been
exercised, vested, cashed in or otherwise settled on the date of such amendment
(with the per-share value of an Option or SAR for this purpose being calculated
as the excess, if any, of the Fair Market Value as of the date of such
amendment over the exercise or base price of such Award).


 


15.3.                        COMPLIANCE AMENDMENTS.  Notwithstanding anything in the Plan or in
any Award Certificate to the contrary, the Board may amend the Plan or an Award
Certificate, to take effect retroactively or otherwise, as deemed necessary or
advisable for the purpose of conforming the Plan or Award Certificate to any
present or future law relating to plans of this or similar nature (including,
but not limited to, Section 409A of the Code), and to the administrative
regulations and rulings promulgated thereunder. 
By accepting an Award under this Plan, a Participant agrees to any
amendment made pursuant to this Section 15.3 to any Award granted under
the Plan without further consideration or action.


 


ARTICLE 16


GENERAL PROVISIONS


 


16.1.                        RIGHTS OF PARTICIPANTS.


 


(a)                                  No Participant
or any Eligible Participant shall have any claim to be granted any Award under
the Plan.  Neither the Company, its
Affiliates nor the Committee is obligated to treat Participants or Eligible
Participants uniformly, and determinations made under the Plan may be made by
the Committee selectively among Eligible Participants who receive, or are
eligible to receive, Awards (whether or not such Eligible Participants are
similarly situated).


 


(b)                                 Nothing in the
Plan, any Award Certificate or any other document or statement made with respect
to the Plan, shall interfere with or limit in any way the right of the Company
or any Affiliate to terminate any Participant’s employment or status as an
officer, or any Participant’s service as a director, at any time, nor confer
upon any Participant any right to continue as an employee, officer, or director
of the Company or any Affiliate, whether for the duration of a Participant’s
Award or otherwise.


 


(c)                                  Neither an
Award nor any benefits arising under this Plan shall constitute an employment
contract with the Company or any Affiliate and, accordingly, subject to Article 15,
this Plan and the benefits hereunder may be terminated at any time in the sole
and exclusive discretion of the Committee without giving rise to any liability
on the part of the Company or any of its Affiliates.


 


(d)                                 No Award gives
a Participant any of the rights of a stockholder of the Company unless and
until Shares are in fact issued to such person in connection with such Award.


 


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16.2.                        WITHHOLDING.  The Company or any Affiliate shall have the
authority and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal, state, and local
taxes (including the Participant’s FICA obligation) required by law to be
withheld with respect to any exercise, lapse of restriction or other taxable
event arising as a result of the Plan. 
With respect to withholding required upon any taxable event under the
Plan, the Committee may, at the time the Award is granted or thereafter,
require or permit that any such withholding requirement be satisfied, in whole
or in part, by withholding from the Award Shares having a Fair Market Value on
the date of withholding equal to the minimum amount (and not any greater
amount) required to be withheld for tax purposes, all in accordance with such
procedures as the Committee establishes. 
All such elections shall be subject to any restrictions or limitations
that the Committee, in its sole discretion, deems appropriate.


 


16.3.                        SPECIAL
PROVISIONS RELATED TO SECTION 409A OF THE CODE.


 


(a)                                  General.  It is intended that the payments and benefits
provided under the Plan and any Award shall either be exempt from the
application of, or comply with, the requirements of Section 409A of the
Code.  The Plan and all Award
Certificates shall be construed in a manner that effects such intent.  Nevertheless, the tax treatment of the
benefits provided under the Plan or any Award is not warranted or
guaranteed.  Neither the Company, its
Affiliates nor their respective directors, officers, employees or advisers
shall be held liable for any taxes, interest, penalties or other monetary
amounts owed by any Participant or other taxpayer as a result of the Plan or
any Award.


 


(b)                                 Definitional
Restrictions. Notwithstanding anything in the Plan or in any
Award Certificate to the contrary, to the extent that any amount or benefit
that would constitute non-exempt “deferred compensation” for purposes of Section 409A
of the Code would otherwise be payable or distributable, or a different form of
payment (e.g., lump sum or installment) would be effected, under the Plan or
any Award Certificate by reason of the occurrence of a Change in Control, or
the Participant’s Disability or separation from service, such amount or benefit
will not be payable or distributable to the Participant, and/or such different
form of payment will not be effected, by reason of such circumstance unless the
circumstances giving rise to such Change in Control, Disability or separation
from service meet any description or definition of “change in control event,” “disability”
or “separation from service,” as the case may be, in Section 409A of the
Code and applicable regulations (without giving effect to any elective
provisions that may be available under such definition).  This provision does not prohibit the vesting
of any Award upon a Change in Control, Disability or separation from service,
however defined.  If this provision
prevents the payment or distribution of any amount or benefit, such payment or
distribution shall be made on the next earliest payment or distribution date or
event specified in the Award Certificate that is permissible under Section 409A
of the Code.  If this provision prevents
the application of a different form of payment of any amount or benefit, such
payment shall be made in the same form as would have applied absent such
designated event or circumstance.


 


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(c)                                  Allocation
among Possible Exemptions.  If
any one or more Awards granted under the Plan to a Participant could qualify
for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9),
but such Awards in the aggregate exceed the dollar limit permitted for the
separation pay exemptions, the Company (acting through the Committee) shall
determine which Awards or portions thereof will be subject to such exemptions.


 


(d)                                 Six-Month Delay
in Certain Circumstances. 
Notwithstanding anything in the Plan or in any Award Certificate to the
contrary, if any amount or benefit that would constitute non-exempt “deferred
compensation” for purposes of Section 409A of the Code would otherwise be
payable or distributable under this Plan or any Award Certificate by reason of
a Participant’s separation from service during a period in which the
Participant is a Specified Employee (as defined below), then, subject to any
permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic
relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment
of employment taxes):


 


(i)                                     the amount of such
non-exempt deferred compensation that would otherwise be payable during the
six-month period immediately following the Participant’s separation from
service will be accumulated through and paid or provided on the first day of
the seventh month following the Participant’s separation from service (or, if
the Participant dies during such period, within 30 days after the Participant’s
death) (in either case, the “Required Delay Period”), and


 


(ii)                                  the normal payment or
distribution schedule for any remaining payments or distributions will resume
at the end of the Required Delay Period.


 


For
purposes of this Plan, the term “Specified Employee” has the meaning
given such term in Section 409A of the Code and the final regulations
thereunder, provided, however, that, as permitted in such final regulations,
the Company’s Specified Employees and its application of the six-month delay rule of
409A(a)(2)(B)(i) of the Code shall be determined in accordance with rules adopted
by the Board or any committee of the Board, which shall be applied consistently
with respect to all nonqualified deferred compensation arrangements of the
Company, including this Plan.


 


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


 


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


 


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16.6.                        EXPENSES.  The expenses of administering the Plan shall
be borne by the Company and its Affiliates.


 


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


 


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


 


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


 


16.10.                  GOVERNMENT AND OTHER
REGULATIONS.


 


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


 


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


 


16.11.                  GOVERNING LAW.  To the extent not governed by federal law,
the Plan and all 


 


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Award
Certificates shall be construed in accordance with and governed by the laws of
the State of Maryland.


 


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


 


16.13.                  NO LIMITATIONS ON RIGHTS OF
COMPANY.  The grant of any Award shall
not in any way affect the right or power of the Company to make adjustments,
reclassification or changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of its
business or assets.  The Plan shall not
restrict the authority of the Company, for proper corporate purposes, to draft
or assume awards, other than under the Plan, to or with respect to any
person.  If the Committee so directs, the
Company may issue or transfer Shares to an Affiliate, for such lawful
consideration as the Committee may specify, upon the condition or understanding
that the Affiliate will transfer such Shares to a Participant in accordance
with the terms of an Award granted to such Participant and specified by the
Committee pursuant to the provisions of the Plan.


 


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


 


**********


 


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The foregoing is hereby acknowledged as being the
Clarion Property Trust Inc. Long Term Incentive Plan as adopted by the Board on
                    ,
2010 and by the stockholders on
                          ,
2010.


 


	
   

  	
  CLARION PROPERTY TRUST INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: