EX-10.2



 







Exhibit 10.2




LEXINGTON STRATEGIC ASSET CORP.




2005 EQUITY INCENTIVE COMPENSATION PLAN




1. Establishment, Purpose, and Types of Awards




     Lexington Strategic Asset Corp. (the “Company”) hereby establishes this equity-based incentive
compensation plan to be known as the “Lexington Strategic Asset Corp. 2005 Equity Incentive
Compensation Plan” (hereinafter referred to as the “Plan”), in order to provide incentives and
awards to select key management employees, directors, consultants and advisors of the Company and
its Affiliates.



     The Plan permits the granting of the following types of awards (“Awards”), according to the
Sections of the Plan listed here:



	 	 	 
	Section 6

	 	Options
	Section 7

	 	Restricted Shares, Restricted Share Units, and Unrestricted
Share Awards
	Section 8

	 	Phantom Shares
	Section 9

	 	Dividend Equivalent Rights
	Section 10

	 	Share Appreciation Rights
	Section 11

	 	Deferred Share Units
	Section 12

	 	Performance Awards






     The Plan is not intended to affect and shall not affect any stock options, equity-based
compensation, or other benefits that the Company or its Affiliates may have provided, or may
separately provide in the future pursuant to any agreement, plan, or program that is independent of
this Plan.



2. Defined Terms




     Terms in the Plan that begin with an initial capital letter have the defined meaning set forth
in Appendix A, unless defined elsewhere in this Plan or the context of their use clearly indicates
a different meaning.



3. Shares Subject to the Plan




     Subject to the provisions of Section 16 of the Plan, the maximum number of Shares that the
Company may issue for all Awards is 720,000 Shares (subject to an increase in the amount of 72,000
Shares if Friedman, Billings, Ramsey & Co., Inc. exercises its option to purchase or place
additional shares of the Company’s common stock). For all Awards, the Shares issued pursuant to
the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or
otherwise holds in treasury.



     Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled,
or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the



 









 







Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent
Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares
that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of
the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due
upon the grant, exercise, vesting, or distribution of an Award. Notwithstanding the foregoing, but
subject to adjustments pursuant to Section 16 below and to the extent required under applicable tax
laws, the number of Shares that are available for ISO Awards shall equal the number of Shares
designated in the preceding paragraph reduced by the number of Shares issued pursuant to Awards,
provided that any Shares that are either purchased under the Plan and forfeited back to the Plan or
surrendered in payment of the exercise price for an Award shall be available for issuance pursuant
to ISO Awards.



4. Administration




     (a) General. The Committee shall administer the Plan in accordance with its terms, provided
that the Board may act in lieu of the Committee on any matter. The Committee shall hold meetings
at such times and places as it may determine and shall make such rules and regulations for the
conduct of its business as it deems advisable. In the absence of a duly appointed Committee or if
the Board otherwise chooses to act in lieu of the Committee, the Board shall function as the
Committee for all purposes of the Plan.



     (b) Committee Composition. The Board shall appoint the members of the Committee. If and to
the extent permitted by Applicable Law, the Committee may authorize one or more Reporting Persons
(or other officers) to make Awards to Eligible Persons who are not Reporting Persons (or other
officers whom the Committee has specifically authorized to make Awards). The Board may at any time
appoint additional members to the Committee, remove and replace members of the Committee with or
without Cause, and fill vacancies on the Committee however caused.



     (c) Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have
the authority, in its sole discretion:




     (i) to determine Eligible Persons to whom Awards shall be granted from time to time and
the number of Shares, units, dividend equivalent rights, or SARs to be covered by each
Award;




     (ii) to determine, from time to time, the Fair Market Value of Shares;




     (iii) to determine, and to set forth in Award Agreements, the terms and conditions of
all Awards, including any applicable exercise or purchase price, the installments and
conditions under which an Award shall become vested (which may be based on performance),
terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration
or waiver of forfeiture restrictions, and other restrictions and limitations;




     (iv) to approve the forms of Award Agreements and all other documents, notices and
certificates in connection therewith which need not be identical either as to type of Award
or among Participants;



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     (v) to construe and interpret the terms of the Plan and any Award Agreement, to
determine the meaning of their terms, and to prescribe, amend, and rescind rules and
procedures relating to the Plan and its administration;




     (vi) in order to fulfill the purposes of the Plan and without amending the Plan,
modify, cancel, or waive the Company’s rights with respect to any Awards, to adjust or to
modify Award Agreements for changes in Applicable Law, and to recognize differences in
foreign law, tax policies, or customs;




     (vii) to provide in its discretion that (A) all stock issued hereunder be initially
maintained in a separate brokerage account for the Participant at a brokerage firm selected
by, and pursuant to an arrangement with the Company, and (B) in the case of vested Shares,
the Participant may move such Shares to another brokerage account of the Participant’s
choosing or request that a stock certificate be issued and delivered to him or her; and




     (viii) to make all other interpretations and to take all other actions that the
Committee may consider necessary or advisable to administer the Plan or to effectuate its
purposes.



     Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may
delegate administrative functions to individuals who are Reporting Persons, officers, or Employees
of the Company or its Affiliates.



     (d) Deference to Committee Determinations. The Committee shall have the discretion to
interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to
be appropriate in its sole discretion, and to make any findings of fact needed in the
administration of the Plan or Award Agreements. The Committee’s prior exercise of its
discretionary authority shall not obligate it to exercise its authority in a like fashion
thereafter. The Committee’s interpretation and construction of any provision of the Plan, or of
any Award or Award Agreement, shall be final, binding, and conclusive. The validity of any such
interpretation, construction, decision or finding of fact shall not be given de novo review if
challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly made
in bad faith or materially affected by fraud.



     (e) No Liability; Indemnification. Neither the Board nor any Committee member, nor any Person
acting at the direction of the Board or the Committee, shall be liable for any act, omission,
interpretation, construction or determination made in good faith with respect to the Plan, any
Award or any Award Agreement. The Company and its Affiliates shall pay or reimburse any member of
the Committee, as well as any Director, Employee, or Consultant who takes action in connection with
the Plan, for all expenses incurred with respect to the Plan, and to the full extent allowable
under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and
costs (including reasonable attorney’s fees) arising out of their good faith performance of duties
under the Plan. The Company and its Affiliates may obtain liability insurance for this purpose.



5. Eligibility




     (a) General Rule. The Committee may grant ISOs only to Employees (including officers who are
Employees) of the Company or an Affiliate that is a “parent corporation” or “subsidiary
corporation” within the meaning of Section 424 of the Code, and may grant all other Awards to any



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Eligible Person. A Participant who has been granted an Award may be granted an additional Award or
Awards if the Committee shall so determine, if such person is otherwise an Eligible Person and if
otherwise in accordance with the terms of the Plan.



     (b) Grant of Awards. Subject to the express provisions of the Plan, the Committee shall
determine from the class of Eligible Persons those individuals to whom Awards under the Plan may be
granted, the number of Shares subject to each Award, the price (if any) to be paid for the Shares
or the Award and, in the case of Performance Awards, in addition to the matters addressed in
Section 12 below, the specific objectives, goals and performance criteria that further define the
Performance Award. Each Award shall be evidenced by an Award Agreement signed by the Company and,
if required by the Committee, by the Participant. The Award Agreement shall set forth the material
terms and conditions of the Award established by the Committee, and each Award shall be subject to
the terms and conditions set forth in Sections 26, 27, and 28 unless otherwise specifically
provided in an Award Agreement.



     (c) Limits on Awards. During the term of the Plan, no Participant may receive Options and
SARs that relate to more than 360,000 Shares. The Committee will adjust these limitations pursuant
to Section 16 below.



     (d) Replacement Awards. Subject to Applicable Laws (including any associated Shareholder
approval requirements), the Committee may, in its sole discretion and upon such terms as it deems
appropriate, require as a condition of the grant of an Award to a Participant that the Participant
surrender for cancellation some or all of the Awards that have previously been granted to the
Participant under this Plan or otherwise. An Award that is conditioned upon such surrender may or
may not be the same type of Award, may cover the same (or a lesser or greater) number of Shares as
such surrendered Award, may have other terms that are determined without regard to the terms or
conditions of such surrendered Award, and may contain any other terms that the Committee deems
appropriate. In the case of Options, these other terms may not involve an Exercise Price that is
lower than the Exercise Price of the surrendered Option unless the Company’s shareholders approve
the grant itself or the program under which the grant is made pursuant to the Plan.



6. Option Awards




     (a) Types; Documentation. The Committee may in its discretion grant (i) ISOs to any Employee
who is a common law employee of the Company or any “parent corporation” or “subsidiary corporation”
as such terms are defined in Code Section 424, and (ii) Non-ISOs to any Eligible Person. Each
Option shall be evidenced in an Award Agreement that is delivered to the Participant shall be
designated in the Award Agreement as an ISO or a Non-ISO. The same Award Agreement may grant both
types of Options. At the sole discretion of the Committee, any Option may be exercisable, in whole
or in part, immediately upon the grant thereof, or only after the occurrence of a specified event,
or only in installments, which installments may vary. Options
granted under the Plan may contain such terms and provisions not inconsistent with the Plan
that the Committee shall deem advisable in its sole and absolute discretion.



     (b) ISO $100,000 Limitation. To the extent that the aggregate Fair Market Value of Shares
with respect to which Options designated as ISOs first become exercisable by a Participant in any
calendar year (under this Plan and any other plan of the Company or any Affiliate) exceeds



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$100,000, such excess Options shall be treated as Non-ISOs. For purposes of determining whether
the $100,000 limit is exceeded, the Fair Market Value of the Shares subject to an ISO shall be
determined as of the Grant Date. In reducing the number of Options treated as ISOs to meet the
$100,000 limit, the most recently granted Options shall be reduced first. In the event that
Section 422 of the Code is amended to alter the limitation set forth therein, the limitation of
this Section 6(b) shall be automatically adjusted accordingly.



     (c) Term of Options. Each Award Agreement shall specify a term at the end of which the Option
automatically expires, subject to earlier termination provisions contained in Section 6(h) hereof;
provided, that, the term of any Option may not exceed ten years from the Grant Date. In the case
of an ISO granted to an Employee who is a Ten Percent Holder on the Grant Date, the term of the ISO
shall not exceed five years from the Grant Date.



     (d) Exercise Price. The exercise price of an Option shall be determined by the Committee in
its discretion and shall be set forth in the Award Agreement, subject to the following special
rules:




     (i) ISOs. If an ISO is granted to an Employee who on the Grant Date is a Ten
Percent Holder, the per Share exercise price shall not be less than 110% of the Fair Market
Value per Share on such Grant Date. If an ISO is granted to any other Employee, the per
Share exercise price shall not be less than 100% of the Fair Market Value per Share on the
Grant Date.




     (ii) Non-ISOs. The per Share exercise price for the Shares to be issued
pursuant to the exercise of a Non-ISO shall not be less than 100% of the Fair Market Value
per Share on the Grant Date.



     (e) Exercise of Option. The times, circumstances and conditions under which an Option shall
be exercisable shall be determined by the Committee in its sole discretion and shall be set forth
in the Award Agreement. The Committee shall have the discretion to determine whether and to what
extent the vesting of Options shall be tolled during any unpaid leave of absence; provided,
however, that in the absence of such determination, vesting of Options shall be tolled during any
such leave approved by the Company. Neither the Company nor the Committee shall, without
shareholder approval, allow for a repricing within the meaning of federal securities laws
applicable to proxy statement disclosures.



     (f) Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share.
The Committee may require in an Award Agreement that an Option be exercised as to a minimum number
of Shares, provided that such requirement shall not prevent a Participant from purchasing the full
number of Shares as to which the Option is then exercisable.



     (g) Methods of Exercise. Prior to its expiration pursuant to the terms of the applicable
Award Agreement, and subject to the times, circumstances and conditions for exercise contained in
the applicable Award Agreement, each Option may be exercised, in whole or in part (provided
that the Company shall not be required to issue fractional shares), by delivery of written notice
of exercise to the secretary of the Company accompanied by the full exercise price of the Shares
being purchased. In the case of an ISO, the Committee shall determine the acceptable methods of
payment on the Grant Date and it shall be included in the applicable Award Agreement. The



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methods
of payment that the Committee may in its discretion accept or commit to accept in an Award
Agreement include:




     (i) cash or check payable to the Company (in U.S. dollars);




     (ii) other Shares that (A) are owned by the Participant who is purchasing Shares
pursuant to an Option, (B) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which the Option is being exercised, (C) were
not acquired by such Participant pursuant to the exercise of an Option, unless such Shares
have been owned by such Participant for at least six months or such other period as the
Committee may determine, (D) are all, at the time of such surrender, free and clear of any
and all claims, pledges, liens and encumbrances, or any restrictions which would in any
manner restrict the transfer of such shares to or by the Company (other than such
restrictions as may have existed prior to an issuance of such Shares by the Company to such
Participant), and (E) are duly endorsed for transfer to the Company;




     (iii) a cashless exercise program that the Committee may approve, from time to time in
its discretion and in accordance with Applicable Laws, pursuant to which (A) a Participant’s
broker or dealer lends to the Participant and remits to the Company an amount sufficient to
cover the exercise price of the Option plus all applicable taxes required to be withheld by
the Company by reason of such exercise, and (B) the Company delivers the purchased Shares to
the broker or dealer who immediately sells a sufficient number of Shares to repay the loan
and issues any remaining Shares to the Participant; or




     (iv) any combination of the foregoing methods of payment.



     The Company shall not be required to deliver Shares pursuant to the exercise of an Option
until payment of the full exercise price therefor is received by the Company.



     (h) Termination of Continuous Service. The Committee may establish and set forth in the
applicable Award Agreement the terms and conditions on which an Option shall remain exercisable, if
at all, following termination of a Participant’s Continuous Service. The Committee may waive or
modify these provisions at any time. To the extent that a Participant is not entitled to exercise
an Option at the date of his or her termination of Continuous Service, or if the Participant (or
other person entitled to exercise the Option) does not exercise the Option to the extent so
entitled within the time specified in the Award Agreement or below (as applicable), the Option
shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the
Plan and become available for future Awards. In no event may any Option be exercised after the
expiration of the Option term as set forth in the Award Agreement.



     The following provisions shall apply to the extent an Award Agreement does not specify the
terms and conditions upon which an Option shall terminate when there is a termination of a
Participant’s Continuous Service:




     (i) Termination other than Upon Disability or Death or for Cause. In the event
of termination of a Participant’s Continuous Service (other than as a result of
Participant’s death, disability, retirement or termination for Cause), the Participant shall
have the right to exercise an Option at any time within 90 days following such termination
to the extent the Participant was entitled to exercise such Option at the date of such
termination.



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     (ii) Disability. In the event of termination of a Participant’s Continuous
Service as a result of his or her being Disabled, the Participant shall have the right to
exercise an Option at any time within one year following such termination to the extent the
Participant was entitled to exercise such Option at the date of such termination.




     (iii) Retirement. In the event of termination of a Participant’s Continuous
Service as a result of Participant’s retirement, the Participant shall have the right to
exercise the Option at any time within six months following such termination to the extent
the Participant was entitled to exercise such Option at the date of such termination.




     (iv) Death. In the event of the death of a Participant during the period of
Continuous Service since the Grant Date of an Option, or within thirty days following
termination of the Participant’s Continuous Service, the Option may be exercised, at any
time within one year following the date of the Participant’s death, by the Participant’s
estate or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent the right to exercise the Option had vested at the date
of death or, if earlier, the date the Participant’s Continuous Service terminated.




     (v) Cause. If the Committee determines that a Participant’s Continuous Service
terminated due to Cause, the Participant shall immediately forfeit the right to exercise any
Option, and it shall be considered immediately null and void.



     (i) Reverse Vesting. The Committee in its sole discretion may allow a Participant to exercise
unvested Options, in which case the Shares then issued shall be Restricted Shares having analogous
vesting restrictions to the unvested Options.



     (j) Buyout Provisions. The Committee may at any time offer to buy out an Option, in exchange
for a payment in cash or Shares, based on such terms and conditions as the Committee shall
establish and communicate to the Participant at the time that such offer is made. In addition, but
subject to any Shareholder approval requirement of Applicable Law, if the Fair Market Value for
Shares subject to an Option is more than 33% below their exercise price for more than 30
consecutive business days, the Committee may unilaterally terminate and cancel the Option either
(i) by paying the Participant, in cash or Shares, an amount not less than the Black-Scholes value
of the vested portion of the Option, (ii) by irrevocably committing to grant, on any date the
Committee designates, a new Award other than an Option or SAR, or (iii) by irrevocably committing
to grant a new Option, on a designated date more than six months after such termination and
cancellation of such Option (but only if the Participant’s Continuous Service has not terminated
prior to such designated date), on substantially the same terms as the cancelled Option, provided
that the per Share exercise price for the new Option shall equal the per Share Fair Market Value of
a Share on the date the new grant occurs.



7. Restricted Shares, Restricted Share Units, and Unrestricted Shares




     (a) Grants. The Committee may in its discretion grant restricted shares (“Restricted Shares”)
to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the
Participant and that sets forth the number of Restricted Shares, the purchase price for such
Restricted Shares (if any), and the terms upon which the Restricted Shares may become vested. In
addition, the Company may in its discretion grant the right to receive Shares after certain



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vesting
requirements are met (“Restricted Share Units”) to any Eligible Person and shall evidence such
grant in an Award Agreement that is delivered to the Participant which sets forth the number of
Shares (or formula, that may be based on future performance or conditions, for determining the
number of Shares) that the Participant shall be entitled to receive upon vesting and the terms upon
which the Shares subject to a Restricted Share Unit may become vested. The Committee may condition
any Award of Restricted Shares or Restricted Share Units to a Participant on receiving from the
Participant such further assurances and documents as the Committee may require to enforce the
restrictions. In addition, the Committee may grant Awards hereunder in the form of unrestricted
shares (“Unrestricted Shares”), which shall vest in full upon the date of grant or such other date
as the Committee may determine or which the Committee may issue pursuant to any program under which
one or more Eligible Persons (selected by the Committee in its discretion) elect to receive
Unrestricted Shares in lieu of cash bonuses that would otherwise be paid.



     (b) Vesting and Forfeiture. The Committee shall set forth in an Award Agreement granting
Restricted Shares or Restricted Share Units, the terms and conditions under which the Participant’s
interest in the Restricted Shares or the Shares subject to Restricted Share Units will become
vested and non-forfeitable. Except as set forth in the applicable Award Agreement or the Committee
otherwise determines, upon termination of a Participant’s Continuous Service for any other reason,
the Participant shall forfeit his or her Restricted Shares and Restricted Share Units; provided
that if a Participant purchases the Restricted Shares and forfeits them for any reason, the Company
shall return the purchase price to the Participant only if and to the extent set forth in an Award
Agreement.



     (c) Issuance of Restricted Shares Prior to Vesting. The Company shall issue stock
certificates that evidence Restricted Shares pending the lapse of applicable restrictions, and that
bear a legend making appropriate reference to such restrictions. Except as set forth in the
applicable Award Agreement or the Committee otherwise determines, the Company or a third party that
the Company designates shall hold such Restricted Shares and any dividends that accrue with respect
to Restricted Shares pursuant to Section 7(e) below.



     (d) Issuance of Shares upon Vesting. As soon as practicable after vesting of a Participant’s
Restricted Shares (or Shares underlying Restricted Share Units) and the Participant’s satisfaction
of applicable tax withholding requirements, the Company shall release to the Participant, free from
the vesting restrictions, one Share for each vested Restricted Share (or issue one Share free of
the vesting restriction for each vested Restricted Share Unit), unless an Award Agreement provides
otherwise. No fractional shares shall be distributed, and cash shall be paid in lieu thereof.



     (e) Dividends Payable on Restricted Shares and Restricted Share Units. Whenever the Company
declares and pays dividends to holders of Shares, a Participant who has been awarded Restricted
Shares shall be entitled to dividends to the same extent as if the Participant’s Shares were not
subject to any restrictions. Whenever the Shares underlying Restricted Share Units are issued to a
Participant pursuant to Section 7(d) above, such Participant or duly-authorized transferee
shall also be entitled to receive (unless otherwise provided in the Award Agreement), with respect
to each Share issued, an amount equal to any cash dividends (plus, in the sole discretion of the
Committee, simple interest at a rate as the Committee may determine) and a number of Shares equal
to any stock dividends, which were declared and paid to the holders of Shares between the Grant
Date and the date such Share is issued.



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     (f) Section 83(b) Elections. A Participant may make an election under Section 83(b) of the
Code (the “Section 83(b) Election”) with respect to Restricted Shares. If a Participant who has
received Restricted Share Units provides the Committee with written notice of his or her intention
to make a Section 83(b) Election with respect to the Shares subject to such Restricted Share Units,
the Committee may in its discretion convert the Participant’s Restricted Share Units into
Restricted Shares, on a one-for-one basis, in full satisfaction of the Participant’s Restricted
Share Unit Award. The Participant may then make a Section 83(b) Election with respect to those
Restricted Shares. Shares with respect to which a Participant makes a Section 83(b) Election shall
not be eligible for deferral pursuant to Section 11 below.



     (g) Deferral Elections. At any time within the thirty-day period (or other shorter or longer
period that the Committee selects in its sole discretion) in which an Eligible Person, who either
is not an Employee or is an Employee who is a member of a select group of management or highly
compensated Employees, receives an Award of either Restricted Shares or Restricted Share Units, the
Committee may permit the Participant to irrevocably elect, on a form provided by and acceptable to
the Committee, to defer the receipt of all or a percentage of the Shares that would otherwise be
transferred to the Participant upon the vesting of such Award. If the Participant makes this
election, the Shares subject to the election, and any associated dividends and interest, shall be
credited to an account established pursuant to Section 11 hereof on the date such Shares would
otherwise have been released or issued to the Participant pursuant to Section 7(d) above.



8. Phantom Shares.




     (a) Grants. The Committee may in its discretion grant phantom shares (“Phantom Shares”) to
any Eligible Person, and shall evidence each grant in an Award Agreement that sets forth the number
of Shares to which the Award relates, the terms and conditions under which the Participant’s
interest in the Phantom Shares will become vested and non-forfeitable, and the terms and conditions
of settlement (which shall occur in the form of cash, based on the Fair Market Value of the
underlying Shares). Except as set forth in the applicable Award Agreement or the Committee
otherwise determines, upon termination of a Participant’s Continuous Service, the Participant shall
forfeit his or her unvested Phantom Shares.



     (b) Timing of Settlement. Unless otherwise provided in an Award Agreement, the Company shall
settle Phantom Shares by making a single-sum cash payment to the Participant on the first day of
the month following the date on which the Participant earns a vested interest in the Phantom
Shares; provided that at any time within the thirty-day period (or other shorter or longer period
that the Committee selects in its sole discretion) in which an Eligible Person, who either is not
an Employee or is an Employee who is a member of a select group of management or highly compensated
Employees, receives an Award of Phantom Shares, the Committee may permit the Participant to
irrevocably elect, on a form provided by and acceptable to the Committee (that permits the
Participant to select any combination of a lump sum and annual installments that are
completed no later than ten years following the termination of the Participant’s Continuous
Service or such longer period of time as the Committee may permit), to defer the settlement of all
or a percentage of the Phantom Shares that would otherwise occur once the Participant vests in the
Phantom Shares. The Participant may change such election through any subsequent election that (i)
is delivered to the Administrator at least one year before the date on which distributions are
otherwise scheduled to commence pursuant to the Participant’s election, and (ii) defers the



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commencement of distributions by at least five years from the originally scheduled commencement
date.



     (c) Emergency Withdrawals. In the event a Participant suffers an unforeseeable emergency
within the contemplation of Section 11(e) of this Plan and of Section 409A of the Code, the
Participant may apply to the Company for an immediate distribution of all or a portion of the
Participant’s deferred vested Phantom Shares. The Committee shall determine whether a Participant
has a qualifying unforeseeable emergency and the amount which qualifies for distribution, if any,
in accordance with the terms of Section 11(e) of this Plan and of Section 409A of the Code.



     (d) Unsecured Rights to Deferred Compensation. A Participant’s rights associated with an
Award of Phantom Shares shall at all times constitute an unsecured promise of the Company to pay
benefits in cash as they come due. The right of the Participant or the Participant’s
duly-authorized transferee to receive benefits hereunder shall be solely an unsecured claim against
the general assets of the Company. Neither the Participant nor the Participant’s duly-authorized
transferee shall have any claim against or rights in any specific assets, shares, or other funds of
the Company. No provision of the Plan shall be interpreted to confer upon any Participant any
voting, dividend or derivative or other similar rights with respect to any Share that is subject to
a Phantom Share Award.



9. Dividend Equivalent Rights.




     (a) Grants. The Committee may in its discretion grant dividend equivalent rights (“Dividend
Equivalent Rights”) to any Eligible Person, and shall evidence each grant in an Award Agreement
that sets forth the number of Shares to which the Award relates, its relationship to any other
Award, the terms and conditions under which the Participant’s rights will become vested and
non-forfeitable, and the timing and form of settlement. A Dividend Equivalent Right shall
generally represent the right of the Participant to receive, at the time or times of settlement, an
amount equal to the regular cash dividends that the Company has paid on the number of Shares
designated in the Award Agreement during the period between the date the Award is granted and the
settlement date applicable to the Shares. Interest shall not accrue on such amounts, unless an
Award Agreement provides otherwise.



     (b) Settlement. In the Award Agreement, the Committee shall specify the circumstances under
which the Company will settle Dividend Equivalent Rights (whether by exercise, at vesting, or upon
a different settlement date or dates that the Committee designates in the Award Agreement). Unless
an Award Agreement provides for settlement in cash or a combination of cash or Shares at the
Committee’s discretion, all Dividend Equivalent Rights shall be settled through the Company’s
issuance of Shares having a Fair Market Value equal to the value of each cash dividend paid with
respect to the Shares underlying the Participant’s Award during the term of the Dividend Equivalent
Right that is being settled.



     (c) Effect on Other Awards. If a Dividend Equivalent Right is granted with respect to Options
that are intended to be qualified performance based compensation for purposes of Section 162(m) of
the Code, such Dividend Equivalent Rights shall be payable regardless of whether such Options are
exercised. If a Dividend Equivalent Right is granted in respect of any other Award, then, unless
otherwise stated in the Award Agreement, in no event shall the Dividend



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Equivalent Right be in
effect for a period beyond the time during which the applicable portion of the underlying Award is
in effect.



     (d) Other Restrictions. Unless otherwise provided in an Award Agreement, a Dividend
Equivalent Right is exercisable or payable only while the Participant is an Eligible Person. The
Committee may impose any employment-related terms and conditions on the grant of a Dividend
Equivalent Right as it deems appropriate in its discretion.



10. Share Appreciation Rights (SARs)




     (a) Grants. If the Company’s Shares are traded on an established securities market, the
Committee may in its discretion grant Share Appreciation Rights to any Eligible Person, in any of
the following forms:




     (i) SARs related to Options. The Committee may grant SARs either concurrently
with the grant of an Option or with respect to an outstanding Option, in which case the SAR
shall extend to all or a portion of the Shares covered by the related Option. An SAR shall
entitle the Participant who holds the related Option, upon exercise of the SAR and surrender
of the related Option, or portion thereof, to the extent the SAR and related Option each
were previously unexercised, to receive payment of an amount determined pursuant to Section
10(e) below. Any SAR granted in connection with an ISO will contain such terms as may be
required to comply with the provisions of Section 422 of the Code and the regulations
promulgated thereunder.




     (ii) SARs Independent of Options. The Committee may grant SARs which are
independent of any Option subject to such conditions as the Committee may in its discretion
determine, which conditions will be set forth in the applicable Award Agreement.




     (iii) Limited SARs. The Committee may grant SARs exercisable only upon or in
respect of a Change in Control or any other specified event, and such limited SARs may
relate to or operate in tandem or combination with or substitution for Options or other
SARs, or on a stand-alone basis, and may be payable in cash or Shares based on the spread
between the exercise price of the SAR, and (A) a price based upon or equal to the Fair
Market Value of the Shares during a specified period, at a specified time within a specified
period before, after or including the date of such event, or (B) a price related to
consideration payable to Company’s shareholders generally in connection with the event.



     (b) Exercise Price. The per Share exercise price of an SAR shall be determined in the sole
discretion of the Committee, shall be set forth in the applicable Award Agreement, and shall be no
less than 100% of the Fair Market Value of one Share. The exercise price of an SAR related to an
Option shall be the same as the exercise price of the related Option.



     (c) Exercise of SARs. Unless the Award Agreement otherwise provides, an SAR related to an
Option will be exercisable at such time or times, and to the extent, that the related Option
will be exercisable. An SAR may not have a term exceeding ten years from its Grant Date. An
SAR granted independently of any other Award will be exercisable pursuant to the terms of the Award
Agreement. Whether an SAR is related to an Option or is granted independently, the SAR may only be
exercised when the Fair Market Value of the Shares underlying the SAR exceeds the exercise price of
the SAR.



-11-









 





     (d) Effect on Available Shares. All SARs that may be settled in shares of the Company’s stock
shall be counted in full against the number of shares available for award under the Plan,
regardless of the number of shares actually issued upon settlement of the SARs.



     (e) Payment. Upon exercise of an SAR related to an Option and the attendant surrender of an
exercisable portion of any related Award, the Participant will be entitled to receive payment of an
amount determined by multiplying –




     (i) the excess of the Fair Market Value of a Share on the date of exercise of the SAR
over the exercise price per Share of the SAR, by




     (ii) the number of Shares with respect to which the SAR has been exercised.



     Notwithstanding the foregoing, an SAR granted independently of an Option (i) may limit the
amount payable to the Participant to a percentage, specified in the Award Agreement but not
exceeding one-hundred percent (100%), of the amount determined pursuant to the preceding sentence,
and (ii) shall be subject to any payment or other restrictions that the Committee may at any time
impose in its discretion, including restrictions intended to conform the SARs with Section 409A of
the Code.



     (f) Form and Terms of Payment. Subject to Applicable Law, the Committee shall settle the
amount determined under Section 10(e) above solely in Shares (valued at their Fair Market Value on
the date of exercise of the SAR). In any event, cash shall be paid in lieu of fractional Shares.
All SARs shall be settled as soon as practicable after exercise.



     (g) Termination of Employment or Consulting Relationship. The Committee shall establish and
set forth in the applicable Award Agreement the terms and conditions on which an SAR shall remain
exercisable, if at all, following termination of a Participant’s Continuous Service. The
provisions of Section 6(h) above shall apply to the extent an Award Agreement does not specify the
terms and conditions upon which an SAR shall terminate when there is a termination of a
Participant’s Continuous Service.



     (h) Repricing and Buy-out. The Committee has the same discretion to reprice and to buy-out
SARs as it has to take such actions pursuant to Section 6(k) above with respect to Options.



11. Deferred Share Units




     (a) Elections to Defer. The Committee may permit any Eligible Person, who either is not an
Employee or is an Employee who is a member of a select group of management or highly compensated
Employees, to irrevocably elect, on a form provided by and acceptable to the Committee (the
“Election Form”), to forego the receipt of cash or other compensation (including the Shares
deliverable pursuant to any Award other than Restricted Shares for which a Section 83(b) Election
has been made), and in lieu thereof to have the Company credit to an internal Plan
account (the “Account”) a number of deferred share units (“Deferred Share Units”) having a
Fair Market Value equal to the Shares and other compensation deferred. These credits will be made
at the end of each calendar month (or other period that the Administrator establishes
prospectively) during which compensation is deferred. Unless, within five business days after the
Company receives an election form, the Company sends the Participant a written notice explaining
why it is invalid, each Election Form shall take effect on the first day of the next calendar year
(or on the first day of the



-12-









 







next calendar month in the case of an initial election by a Participant
who first becomes eligible to defer hereunder) after its delivery to the Company, subject to
Section 7(g) regarding deferral of Restricted Shares and Restricted Share Units and to Section
12(e) regarding deferral of Performance Awards. Notwithstanding the foregoing sentence: (i)
Election Forms shall be ineffective with respect to any compensation that a Participant earns
before the date on which the Company receives the Election Form, and (ii) the Committee may
unilaterally make awards in the form of Deferred Share Units, regardless of whether or not the
Participant foregoes other compensation.



     (b) Vesting. Unless an Award Agreement expressly provides otherwise, each Participant shall
be 100% vested at all times in any Shares subject to Deferred Share Units.



     (c) Issuances of Shares. The Company shall provide a Participant with one Share for each
Deferred Share Unit in five substantially equal annual installments that are issued before the last
day of each of the five calendar years that end after the date on which the Participant’s
Continuous Service terminates, unless –




     (i) the Participant has properly elected a different form of distribution, on a form
approved by the Committee, that permits the Participant to select any combination of a lump
sum and annual installments that are completed within ten years following termination of the
Participant’s Continuous Service or such longer period of time as the Committee may permit
on an election form, and




     (ii) the Company received the Participant’s distribution election form at the time the
Participant elects to defer the receipt of cash or other compensation pursuant to Section
11(a), provided that (subject to any prospective changes that the Administrator communicates
in writing to a Participant), the Participant may change such election through any
subsequent election that (i) is delivered to the Administrator at least one year before the
date on which distributions are otherwise scheduled to commence pursuant to the
Participant’s election, and (ii) defers the commencement of distributions by at least five
years from the originally scheduled commencement date.



     Fractional shares shall not be issued, and instead shall be paid out in cash.



     (d) Crediting of Dividends. Whenever Shares are issued to a Participant pursuant to Section
11(c) above, such Participant shall also be entitled to receive, with respect to each Share issued,
a cash amount equal to any cash dividends (plus simple interest at a rate of five percent per
annum, or such other reasonable rate as the Committee may determine in an Award Agreement), and a
number of Shares equal to any stock dividends which were declared and paid to the holders of Shares
between the Grant Date and the date such Share is issued.



     (e) Emergency Withdrawals. In the event a Participant suffers an unforeseeable emergency
within the contemplation of this Section and Section 409A of the Code, the Participant may apply to
the Company for an immediate distribution of all or a portion of the Participant’s Deferred Share
Units. The unforeseeable emergency must result from a sudden and unexpected illness or accident of
the Participant, the Participant’s spouse, or a dependent (within the meaning of Section 152(a) of
the Code) of the Participant, casualty loss of the Participant’s property, or other similar
extraordinary and unforeseeable conditions beyond the control of the Participant. Examples of
purposes which are not considered unforeseeable emergencies include post-secondary school expenses
or the desire



-13-









 







to purchase a residence. In no event will a distribution be made to the extent the
unforeseeable emergency could be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Participant’s nonessential assets to the extent such
liquidation would not itself cause a severe financial hardship. The amount of any distribution
hereunder shall be limited to the amount necessary to relieve the Participant’s unforeseeable
emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the
distribution. The Committee shall determine whether a Participant has a qualifying unforeseeable
emergency and the amount which qualifies for distribution, if any. The Committee may require
evidence of the purpose and amount of the need, and may establish such application or other
procedures as it deems appropriate.



     (f) Unsecured Rights to Deferred Compensation. A Participant’s right to Deferred Share Units
shall at all times constitute an unsecured promise of the Company to pay benefits as they come due.
The right of the Participant or the Participant’s duly-authorized transferee to receive benefits
hereunder shall be solely an unsecured claim against the general assets of the Company. Neither
the Participant nor the Participant’s duly-authorized transferee shall have any claim against or
rights in any specific assets, shares, or other funds of the Company.



12. Performance Awards




     (a) Performance Units. Subject to the limitations set forth in paragraph (c) hereof, the
Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence
such grant in an Award Agreement that is delivered to the Participant which sets forth the terms
and conditions of the Award. A Performance Unit is an Award which is based on the achievement of
specific goals with respect to the Company or any Affiliate or individual performance of the
Participant, or a combination thereof, over a specified period of time.



     (b) Performance Compensation Awards. Subject to the limitations set forth in paragraph (c)
hereof, the Committee may, at the time of grant of a Performance Unit, designate such Award as a
“Performance Compensation Award” in order that such Award constitutes “qualified performance-based
compensation” under Code Section 162(m), in which event the Committee shall have the power to grant
such Performance Compensation Award upon terms and conditions that qualify it as “qualified
performance-based compensation” within the meaning of Code Section 162(m). With respect to each
such Performance Compensation Award, the Committee shall establish, in writing within the time
required under Code Section 162(m), a “Performance Period,” “Performance Measure(s)”, and
“Performance Formula(e)” (each such term being hereinafter defined). Once established for a
Performance Period, the Performance Measure(s) and Performance Formula(e) shall not be amended or
otherwise modified to the extent such amendment or modification would cause the compensation
payable pursuant to the Award to fail to constitute qualified performance-based compensation under
Code Section 162(m).



     A Participant shall be eligible to receive payment in respect of a Performance Compensation
Award only to the extent that the Performance Measure(s) for such Award is achieved and the
Performance Formula(e) as applied against such Performance Measure(s) determines that all or some
portion of such Participant’s Award has been earned for the Performance Period. As soon as
practicable after the close of each Performance Period, the Committee shall review and certify in
writing whether, and to what extent, the Performance Measure(s) for the Performance Period have
been achieved and, if so, determine and certify in writing the amount of the Performance
Compensation Award to be paid to the Participant and, in so doing, may use negative discretion to



-14-









 







decrease, but not increase, the amount of the Award otherwise payable to the Participant based upon
such performance.



     (c) Limitations on Awards. The maximum Performance Unit Award and the maximum Performance
Compensation Award that any one Participant may receive for any one Performance Period shall not
together exceed 250,000 Shares and $5,000,000 in cash. The Committee shall have the discretion to
provide in any Award Agreement that any amounts earned in excess of these limitations will either
be credited as Deferred Share Units, or as deferred cash compensation under a separate plan of the
Company (provided in the latter case that such deferred compensation either bears a reasonable rate
of interest or has a value based on one or more predetermined actual investments and such deferral
is permissible under Code Section 409A). Any amounts for which payment to the Participant is
deferred pursuant to the preceding sentence shall be paid to the Participant in a future year or
years not earlier than, and only to the extent that, the Participant is either not receiving
compensation in excess of these limits for a Performance Period, or is not subject to the
restrictions set forth under Section 162(b) of the Code.



     (d) Definitions.




     (i) “Performance Formula” means, for a Performance Period, one or more objective
formulas or standards established by the Committee for purposes of determining whether or
the extent to which an Award has been earned based on the level of performance attained or
to be attained with respect to one or more Performance Measure(s). Performance Formulae may
vary from Performance Period to Performance Period and from Participant to Participant and
may be established on a stand-alone basis, in tandem or in the alternative.




     (ii) “Performance Measure” means one or more of the following selected by the Committee
to measure Company, Affiliate, and/or business unit performance for a Performance Period,
whether in absolute or relative terms (including, without limitation, terms relative to a
peer group or index): basic, diluted, or adjusted earnings per share; sales or revenue;
earnings before interest, taxes, and other adjustments (in total or on a per share basis);
basic or adjusted net income; returns on equity, assets, capital, revenue or similar
measure; economic value added; working capital; total shareholder return; and product
development, product market share, research, licensing, litigation, human resources,
information services, mergers, acquisitions, sales of assets of Affiliates or business
units. Each such measure shall be, to the extent applicable, determined in accordance with
generally accepted accounting principles as consistently applied by the Company (or such
other standard applied by the Committee) and, if so determined by the Committee, and in the
case of a Performance Compensation Award, to the extent permitted under Code Section 162(m),
adjusted to omit the effects of extraordinary items, gain or loss on the
disposal of a business segment, unusual or infrequently occurring events and
transactions and cumulative effects of changes in accounting principles. Performance
Measures may vary from Performance Period to Performance Period and from Participant to
Participant, and may be established on a stand-alone basis, in tandem or in the alternative.




     (iii) “Performance Period” means one or more periods of time (of not less than one
fiscal year of the Company), as the Committee may designate, over which the attainment



-15-









 







of
one or more Performance Measure(s) will be measured for the purpose of determining a
Participant’s rights in respect of an Award.



     (e) Deferral Elections. At any time prior to the date that is at least six months before the
close of a Performance Period (or shorter or longer period that the Committee selects) with respect
to an Award of either Performance Units or Performance Compensation, the Committee may permit a
Participant who is a member of a select group of management or highly compensated employees to
irrevocably elect, on a form provided by and acceptable to the Committee, to defer the receipt of
all or a percentage of the cash or Shares that would otherwise be transferred to the Participant
upon the vesting of such Award. If the Participant makes this election, the cash or Shares subject
to the election, and any associated interest and dividends, shall be credited to an account
established pursuant to Section 11 hereof on the date such cash or Shares would otherwise have been
released or issued to the Participant pursuant to Section 12(a) or Section 12(b) above.



13. Other Stock-Based Awards.



The Board may authorize the granting of other awards based upon Shares and subject to terms and
conditions as the Board may determine at the time of grant, including, without limitation, the
grant of securities convertible into Shares.




14. Taxes




     (a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan, or
the payment of cash pursuant to any Award, the Participant (or in the case of the Participant’s
death, the person who succeeds to the Participant’s rights) shall make such arrangements as the
Company may require for the satisfaction of any applicable federal, state, local or foreign
withholding tax obligations that may arise in connection with the Award and the issuance of Shares.
The Company shall not be required to issue any Shares until such obligations are satisfied. If
the Committee allows the withholding or surrender of Shares to satisfy a Participant’s tax
withholding obligations, the Committee shall not allow Shares to be withheld in an amount that
exceeds the minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes.



     (b) Default Rule for Employees. In the absence of any other arrangement, an Employee shall be
deemed to have directed the Company to withhold or collect from his or her cash compensation an
amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable
after the date of the exercise of an Award.



     (c) Special Rules. In the case of a Participant other than an Employee (or in the case of an
Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with
respect to any remaining tax obligations), in the absence of any other arrangement and to the
extent permitted under Applicable Law, the Participant shall be deemed to have elected to have the
Company withhold from the Shares or cash to be issued pursuant to an Award that number of
Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) or
cash equal to the amount required to be withheld. For purposes of this Section 14, the Fair Market
Value of the Shares to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined under the Applicable Law (the “Tax Date”).



     (d) Surrender of Shares. If permitted by the Committee, in its discretion, a Participant may
satisfy the minimum applicable tax withholding and employment tax obligations associated with an



-16-









 







Award by surrendering Shares to the Company (including Shares that would otherwise be issued
pursuant to the Award) that have a Fair Market Value determined as of the applicable Tax Date equal
to the amount required to be withheld. In the case of Shares previously acquired from the Company
that are surrendered under this Section 14, such Shares must have been owned by the Participant for
more than six months on the date of surrender (or such longer period of time the Company may in its
discretion require).



     (e) Income Taxes and Deferred Compensation. Participants are solely responsible and liable
for the satisfaction of all taxes and penalties that may arise in connection with Awards (including
any taxes arising under Section 409A of the Code), and the Company shall not have any obligation to
indemnify or otherwise hold any Participant harmless from any or all of such taxes. The
Administrator shall have the discretion to organize any deferral program, to require deferral
election forms, and to grant or to unilaterally modify any Award in a manner that (i) conforms with
the requirements of Section 409A of the Code, (ii) voids any Participant election to the extent it
would violate Section 409A of the Code, and (iii) for any distribution event or election that could
be expected to violate Section 409A of the Code, make the distribution only upon the earliest of
the first to occur of a “permissible distribution event” within the meaning of Section 409A of the
Code, or a distribution event that the Participant elects in accordance with Section 409A of the
Code. The Administrator shall have the sole discretion to interpret the requirements of the Code,
including Section 409A, for purposes of the Plan and all Awards.



15. Non-Transferability of Awards




     (a) General. Except as set forth in this Section 15, or as otherwise approved by the
Committee for a select group of management or highly compensated Employees, Awards may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution. The designation of a beneficiary by a Participant will not
constitute a transfer. An Award may be exercised, during the lifetime of the holder of an Award,
only by such holder, the duly-authorized legal representative of a Participant who is Disabled, or
a transferee permitted by this Section 15.



     (b) Limited Transferability Rights. Notwithstanding anything else in this Section 15, the
Committee may in its discretion provide in an Award Agreement that an Award, other than an ISO,
Phantom Share or Deferred Share Unit, may be transferred, on such terms and conditions as the
Committee deems appropriate, either (i) by instrument to the Participant’s “Immediate Family” (as
defined below), (ii) by instrument to an inter vivos or testamentary trust (or other entity) in
which the Award is to be passed to the Participant’s designated beneficiaries, or (iii) by gift to
charitable institutions. Any transfer of the Participant’s rights shall succeed and be subject to
all the terms of the applicable Award Agreement and the Plan. “Immediate Family” means any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-
in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and
shall include adoptive relationships. Any transferee of a Participant’s rights shall succeed to
and be subject to all of the terms of the Plan and the Award Agreement (and any amendments thereto)
granting the transferred Award.



-17-









 





16. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions




     (a) Changes in Capitalization. The Committee shall equitably adjust the number of Shares
covered by each outstanding Award, and the number of Shares that have been authorized for issuance
under the Plan but as to which no Awards have yet been granted or that have been returned to the
Plan upon cancellation, forfeiture, or expiration of an Award, as well as the exercise or purchase
price per Share covered by each such outstanding Award, to reflect any increase or decrease in the
number of issued Shares resulting from a stock-split, reverse stock-split, stock dividend,
combination, recapitalization or reclassification of the Shares, or any other increase or decrease
in the number of issued Shares effected without receipt of consideration by the Company. In the
event of any such transaction or event, the Committee may provide in substitution for any or all
outstanding Options under the Plan such alternative consideration (including securities of any
surviving entity) as it may in good faith determine to be equitable under the circumstances and may
require in connection therewith the surrender of all Options so replaced. In any case, such
substitution of securities shall not require the consent of any person who is granted Options
pursuant to the Plan. Except as expressly provided herein or in an Award Agreement, no issuance by
the Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be required to be made with respect
to, the number or price of Shares subject to any Award.



     (b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company
other than as part of a Change of Control, each Award will terminate immediately prior to the
consummation of such action, subject to the ability of the Committee to exercise any discretion
authorized in the case of a Change in Control.



     (c) Change in Control. In the event of a Change in Control, the Committee may in its sole and
absolute discretion and authority, without obtaining the approval or consent of the Company’s
shareholders or any Participant with respect to his or her outstanding Awards, take one or more of
the following actions:




     (i) arrange for or otherwise provide that each outstanding Award shall be
assumed or a substantially similar award shall be substituted by a successor
corporation or a parent or subsidiary of such successor corporation (the “Successor
Corporation”);




     (ii) accelerate the vesting of Awards so that Awards shall vest (and, to the
extent applicable, become exercisable) as to the Shares that otherwise would have
been unvested and provide that repurchase rights of the Company with respect to
Shares issued upon exercise of an Award shall lapse as to the Shares subject to such
repurchase right;




     (iii) arrange or otherwise provide for the payment of cash or other
consideration to Participants in exchange for the satisfaction and cancellation of
outstanding Awards;




     (iv) terminate upon the consummation of the transaction, provided that the
Committee may in its sole discretion provide for vesting of all or some outstanding
Awards in full as of a date immediately prior to consummation of the



-18-









 







Change in
Control. To the extent that an Award is not exercised prior to consummation of a
transaction in which the Award is not being assumed or substituted, such Award shall
terminate upon such consummation; or




     (v) make such other modifications, adjustments or amendments to outstanding
Awards or this Plan as the Committee deems necessary or appropriate, subject however
to the terms of Section 18(a) below.



     Notwithstanding the above, in the event a Participant holding an Award assumed or substituted
by the Successor Corporation in a Change in Control is Involuntarily Terminated by the Successor
Corporation in connection with, or within 12 months following consummation of, the Change in
Control, then any assumed or substituted Award held by the terminated Participant at the time of
termination shall accelerate and become fully vested (and exercisable in full in the case of
Options and SARs), and any repurchase right applicable to any Shares shall lapse in full, unless an
Award Agreement provides for a more restrictive acceleration or vesting schedule or more
restrictive limitations on the lapse of repurchase rights or otherwise places additional
restrictions, limitations and conditions on an Award. The acceleration of vesting and lapse of
repurchase rights provided for in the previous sentence shall occur immediately prior to the
effective date of the Participant’s termination, unless an Award Agreement provides otherwise.



     (d) Certain Distributions. In the event of any distribution to the Company’s shareholders of
securities of any other entity or other assets (other than dividends payable in cash or stock of
the Company) without receipt of consideration by the Company, the Committee may, in its discretion,
appropriately adjust the price per Share covered by each outstanding Award to reflect the effect of
such distribution.



17. Time of Granting Awards.




     The date of grant (“Grant Date”) of an Award shall be the date specifically set forth in an
Award Agreement as the date on which the Committee communicated the key terms of the Award to the
Participant, subject to the Committee’s discretion to identify a separate date as the Grant Date.



18. Modification of Awards and Substitution of Options.




     (a) Modification, Extension, and Renewal of Awards. Within the limitations of the Plan, the
Committee may modify an Award to accelerate the rate at which an Option or SAR may be exercised
(including without limitation permitting an Option or SAR to be exercised in full without regard to
the installment or vesting provisions of the applicable Award Agreement or whether the Option or
SAR is at the time exercisable, to the extent it has not previously been exercised), to accelerate
the vesting of any Award, to extend or renew outstanding Awards, or to accept the cancellation of
outstanding Awards to the extent not previously exercised either for the granting of
new Awards or for other consideration in substitution or replacement thereof. Notwithstanding
the foregoing provision, no modification of an outstanding Award shall materially and adversely
affect such Participant’s rights thereunder, unless either the Participant provides written consent
or there is an express Plan provision permitting the Committee to act unilaterally to make the
modification. The Committee may limit the modification of Options as it deems necessary to avoid
negative tax affects under Code Section 409A.



-19-









 





     (b) Substitution of Options. Notwithstanding any inconsistent provisions or limits under the
Plan, in the event the Company or an Affiliate acquires (whether by purchase, merger or otherwise)
all or substantially all of outstanding capital stock or assets of another corporation or in the
event of any reorganization or other transaction qualifying under Section 424 of the Code, the
Committee may, in accordance with the provisions of that Section, substitute Options for options
under the plan of the acquired company provided (i) the excess of the aggregate fair market value
of the shares subject to an option immediately after the substitution over the aggregate option
price of such shares is not more than the similar excess immediately before such substitution and
(ii) the new option does not give persons additional benefits, including any extension of the
exercise period.



19. Term of Plan.




     The Plan shall continue in effect for a term of ten years from its effective date as
determined under Section 23 below, unless the Plan is sooner terminated under Section 20 below.



20. Amendment and Termination of the Plan.




     (a) Authority to Amend or Terminate. Subject to Applicable Laws, the Board may from time to
time amend, alter, suspend, discontinue, or terminate the Plan.



     (b) Effect of Amendment or Termination. No amendment, suspension, or termination of the Plan
shall materially and adversely affect Awards already granted unless either it relates to an
adjustment pursuant to Section 16 above, or it is otherwise mutually agreed between the Participant
and the Committee, which agreement must be in writing and signed by the Participant and the
Company. Notwithstanding the foregoing, the Committee may amend the Plan to eliminate provisions
which are no longer necessary as a result of changes in tax or securities laws or regulations, or
in the interpretation thereof.



21. Conditions Upon Issuance of Shares.




     Notwithstanding any other provision of the Plan or any agreement entered into by the Company
pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure,
to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with
Applicable Law, with such compliance determined by the Company in consultation with its legal
counsel.



22. Reservation of Shares.




     The Company, during the term of this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan.



23. Effective Date.




     This Plan shall become effective on the date of its approval by the Board; provided that this
Plan shall be submitted to the Company’s shareholders for approval, and if not approved by the
shareholders in accordance with Applicable Law (as determined by the Committee in its discretion)
within one year from the date of approval by the Board, this Plan and any Awards shall be null,
void, and of no force and effect. Awards granted under this Plan before approval of this Plan by
the



-20-









 







shareholders shall be granted subject to such approval, and no Shares shall be distributed
before such approval.



24. Controlling Law.




     All disputes relating to or arising from the Plan shall be governed by the internal
substantive laws (and not the laws of conflicts of laws) of the State of Delaware, to the extent
not preempted by United States federal law. If any provision of this Plan is held by a court of
competent jurisdiction to be invalid and unenforceable, the remaining provisions shall continue to
be fully effective.



25. Other Jurisdictions.




     To facilitate the making of any grant of an Award under this Plan, the Committee may provide
for such special terms for Awards to Participants who are foreign nationals or who are employed by
the Company or any Affiliate outside of the United States of America as the Committee may consider
necessary or appropriate to accommodate differences in local law, tax policy or custom. The
Company may adopt rules and procedures relating to the operation and administration of this Plan to
accommodate the specific requirements of local laws and procedures of particular countries.
Without limiting the foregoing, the Company is specifically authorized to adopt rules and
procedures regarding the conversion of local currency, taxes, withholding procedures and handling
of stock certificates which vary with the customs and requirements of particular countries. The
Company may adopt sub-plans and establish escrow accounts and trusts as may be appropriate or
applicable to particular locations and countries.


26. No Shareholder Rights. Neither a Participant nor any transferee of a Participant shall
have any rights as a shareholder of the Company with respect to any Shares underlying any Award
until the date of issuance of a share certificate to a Participant or a transferee of a Participant
for such Shares in accordance with the Company’s governing instruments and Applicable Law. Prior
to the issuance of Shares pursuant to an Award, a Participant shall not have the right to vote or
to receive dividends or any other rights as a shareholder with respect to the Shares underlying the
Award, notwithstanding its exercise in the case of Options and SARs. No adjustment will be made
for a dividend or other right that is determined based on a record date prior to the date the stock
certificate is issued, except as otherwise specifically provided for in this Plan.



27. No Employment Rights. The Plan shall not confer upon any Participant any right to
continue an employment, service or consulting relationship with the Company, nor shall it affect in
any way a Participant’s right or the Company’s right to terminate the Participant’s employment,
service, or consulting relationship at any time, with or without Cause.




28. Termination, Rescission and Recapture. 




     (a) Each Award under the Plan is intended to align the Participant’s long-term interest with
those of the Company. If the Participant engages in certain activities discussed below, either
during employment or after employment with the Company terminates for any reason, the Participant
is acting contrary to the long-term interests of the Company. Accordingly, except as otherwise
expressly provided in the Award Agreement, the Company may terminate any outstanding, unexercised,
unexpired, unpaid, or deferred Awards (“Termination”), rescind any exercise, payment or delivery
pursuant to the Award (“Rescission”), or recapture any Common



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Stock (whether restricted or
unrestricted) or proceeds from the Participant’s sale of Shares issued pursuant to the Award
(“Recapture”), if the Participant does not comply with the conditions of subsections (b) and (c)
hereof (collectively, the “Conditions”).



     (b) A Participant shall not, without the Company’s prior written authorization, disclose to
anyone outside the Company, or use in other than the Company’s business, any proprietary or
confidential information or material, as those or other similar terms are used in any applicable
patent, confidentiality, inventions, secrecy, or other agreement between the Participant and the
Company with regard to any such proprietary or confidential information or material.



     (c) Pursuant to any agreement between the Participant and the Company with regard to
intellectual property (including but not limited to patents, trademarks, copyrights, trade secrets,
inventions, developments, improvements, proprietary information, confidential business and
personnel information), a Participant shall promptly disclose and assign to the Company or its
designee all right, title, and interest in such intellectual property, and shall take all
reasonable steps necessary to enable the Company to secure all right, title and interest in such
intellectual property in the United States and in any foreign country.



     (d) Upon exercise, payment, or delivery of cash or Common Stock pursuant to an Award, the
Participant shall certify on a form acceptable to the Company that he or she is in compliance with
the terms and conditions of the Plan and, if a severance of Continuous Service has occurred for any
reason, shall state the name and address of the Participant’s then-current employer or any entity
for which the Participant performs business services and the Participant’s title, and shall
identify any organization or business in which the Participant owns a greater-than-five-percent
equity interest.



     (e) If the Company determines, in its sole and absolute discretion, that (i) a Participant has
violated any of the Conditions or (ii) during his or her Continuous Service, or within three years
after its termination for any reason, a Participant (a) has rendered services to or otherwise
directly or indirectly engaged in or assisted, any organization or business that, in the judgment
of the Company in its sole and absolute discretion, is or is working to become competitive with the
Company; (b) has solicited any non-administrative employee of the Company to terminate employment
with the Company; or (c) has engaged in activities which are materially prejudicial to or in
conflict with the interests of the Company, including any breaches of fiduciary duty or the duty of
loyalty, then the Company may, in its sole and absolute discretion, impose a Termination,
Rescission, and/or Recapture with respect to any or all of the Participant’s relevant Awards,
Shares, and the proceeds thereof. Within ten days after receiving notice from the Company of any
such activity, the Participant shall deliver to the Company the Shares acquired pursuant to the
Award, or, if Participant has sold the Shares, the gain realized, or payment received as a result
of the rescinded
exercise, payment, or delivery; provided, that if the Participant returns Shares that the
Participant purchased pursuant to the exercise of an Option (or the gains realized from the sale of
such Common Stock), the Company shall promptly refund the exercise price, without earnings, that
the Participant paid for the Shares. Any payment by the Participant to the Company pursuant to
this Section 28(e) shall be made either in cash or by returning to the Company the number of Shares
that the Participant received in connection with the rescinded exercise, payment, or delivery. It
shall not be a basis for Termination, Rescission or Recapture if after termination of a
Participant’s Continuous Service, the Participant purchases, as an investment or otherwise, stock
or other securities of such an organization or business, so long as (i) such stock or other
securities are listed



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upon a recognized securities exchange or traded over-the-counter, and (ii)
such investment does not represent more than a five percent equity interest in the organization or
business.



     (f) Notwithstanding the foregoing provisions of this Section, the Company has sole and
absolute discretion not to require Termination, Rescission and/or Recapture, and its determination
not to require Termination, Rescission and/or Recapture with respect to any particular act by a
particular Participant or Award shall not in any way reduce or eliminate the Company’s authority to
require Termination, Rescission and/or Recapture with respect to any other act or Participant or
Award. Nothing in this Section shall be construed to impose obligations on the Participant to
refrain from engaging in lawful competition with the Company after the termination of employment
that does not violate subsections (b) or (c) of this Section, other than any obligations that are
part of any separate agreement between the Company and the Participant or that arise under
applicable law.



     (g) All administrative and discretionary authority given to the Company under this Section
shall be exercised by the most senior human resources executive of the Company or such other person
or committee (including without limitation the Committee) as the Committee may designate from time
to time.



     (h) Notwithstanding any provision of this Section, if any provision of this Section is
determined to be unenforceable or invalid under any applicable law, such provision will be applied
to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a
manner consistent with its objectives to the extent necessary to conform to any limitations
required under applicable law. Furthermore, if any provision of this Section is illegal under any
applicable law, such provision shall be null and void to the extent necessary to comply with
applicable law.



     Notwithstanding the foregoing, but subject to any contrary terms set forth in any Award
Agreement, this Section shall not be applicable: (i) to any Participant who is not, on the Award
Date, an Employee of the Company or its Affiliates; and (ii) to any Participant from and after his
or her termination of Continuous Service after a Change in Control.



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Lexington Strategic Asset Corp.




2005 Equity Incentive Compensation Plan




 






Appendix A: Definitions




 






As used in the Plan, the following definitions shall apply:




     “Affiliate” means, with respect to any Person (as defined below), any other Person
that directly or indirectly controls or is controlled by or under common control with such Person.
For the purposes of this definition, “control,” when used with respect to any Person, means the
possession, direct or indirect, of the power to direct or cause the direction of the management and
policies of such Person or the power to elect directors, whether through the ownership of voting
securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled”
have meanings correlative to the foregoing.



     “Applicable Law” means the legal requirements relating to the administration of
options and share-based plans under applicable U.S. federal and state laws, the Code, any
applicable stock exchange or automated quotation system rules or regulations, and the applicable
laws of any other country or jurisdiction where Awards are granted, as such laws, rules,
regulations and requirements shall be in place from time to time.



     “Award” means any award made pursuant to the Plan, including awards made in the form
of an Option, an SAR, a Restricted Share, a Restricted Share Unit, an Unrestricted Share, a
Deferred Share Unit and a Performance Award, or any combination thereof, whether alternative or
cumulative, authorized by and granted under this Plan.



     “Award Agreement” means any written document setting forth the terms of an Award that
has been authorized by the Committee. The Committee shall determine the form or forms of documents
to be used, and may change them from time to time for any reason.



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



     “Cause” for termination of a Participant’s Continuous Service will exist if the
Participant is terminated from employment or other service with the Company or an Affiliate for any
of the following reasons: (i) the Participant’s willful failure to substantially perform his or her
duties and responsibilities to the Company or deliberate violation of a material Company policy;
(ii) the Participant’s commission of any material act or acts of fraud, embezzlement, dishonesty,
or other willful misconduct; (iii) the Participant’s material unauthorized use or disclosure of any
proprietary information or trade secrets of the Company or any other party to whom the Participant
owes an obligation of nondisclosure as a result of his or her relationship with the Company; or
(iv) Participant’s willful and material breach of any of his or her obligations under any written
agreement or covenant with the Company.



 









 





     The Committee shall in its discretion determine whether or not a Participant is being
terminated for Cause. The Committee’s determination shall, unless arbitrary and capricious, be
final and binding on the Participant, the Company, and all other affected persons. The foregoing
definition does not in any way limit the Company’s ability to terminate a Participant’s employment
or consulting relationship at any time, and the term “Company” will be interpreted herein to
include any Affiliate or successor thereto, if appropriate.



     “Change in Control” means, unless another definition is set forth in an Award
Agreement, the first of the following to occur after the effective date of this Plan (as set forth
in Section 23 hereto):




     (i) Acquisition of Controlling Interest. Any Person (other than Persons who are
Employees at any time more than one year before a transaction) becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing [50%] or more of the
combined voting power of the Company’s then outstanding securities. In applying the
preceding sentence, (i) securities acquired directly from the Company or its Affiliates by
or for the Person shall not be taken into account, and (ii) an agreement to vote securities
shall be disregarded unless its ultimate purpose is to cause what would otherwise be a
Change in Control, as reasonably determined by the Board.




     (ii) Change in Board Control. During a consecutive two-year period commencing after
the date of adoption of this Plan, individuals who constituted the Board at the beginning of
the period (or their approved replacements, as defined in the next sentence) cease for any
reason to constitute a majority of the Board. A new Director shall be considered an
“approved replacement” Director if his or her election (or nomination for election) was
approved by a vote of at least a majority of the Directors then still in office who either
were Directors at the beginning of the period or were themselves approved replacement
Directors, but in either case excluding any Director whose initial assumption of office
occurred as a result of an actual or threatened solicitation of proxies or consents by or on
behalf of any Person other than the Board.




     (iii) Merger. The Company consummates a merger, or consolidation of the Company with
any other corporation unless: (a) the voting securities of the Company outstanding
immediately before the merger or consolidation would continue to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity)
at least 50% of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; and (b) no
Person (other than Persons who are Employees at any time more than one year before a
transaction) becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the Company’s then
outstanding securities.




     (iv) Sale of Assets. The stockholders of the Company approve an agreement for the sale
or disposition by the Company of all, or substantially all, of the Company’s assets.




     (v) Liquidation or Dissolution. The stockholders of the Company approve a plan or
proposal for liquidation or dissolution of the Company.



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     Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated transactions immediately
following which the record holders of the common stock of the Company immediately prior to such
transaction or series of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.



     “Code” means the U.S. Internal Revenue Code of 1986, as amended.



     “Committee” means one or more committees or subcommittees of the Board appointed by
the Board to administer the Plan in accordance with Section 4 above. With respect to any decision
involving an Award intended to satisfy the requirements of Section 162(m) of the Code, the
Committee shall consist of two or more Directors of the Company who are “outside directors” within
the meaning of Section 162(m) of the Code. With respect to any decision relating to a Reporting
Person, the Committee shall consist of two or more Directors who are disinterested within the
meaning of Rule 16b-3.



     “Company” means Lexington Strategic Asset Corp., a Delaware corporation; provided,
however, that in the event the Company reincorporates to another jurisdiction, all references to
the term “Company” shall refer to the Company in such new jurisdiction.



     “Consultant” means any person, including an advisor, who is engaged by the Company or
any Affiliate to render services and is compensated for such services.



     “Continuous Service” means the absence of any interruption or termination of service
as an Employee, Director, Consultant or employee of Lexington Corporate Properties Trust, Lexington
Realty Advisors, Inc. or LXP Advisory LLC. Continuous Service shall not be considered interrupted
in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by
the Committee, provided that such leave is for a period of not more than 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless
provided otherwise pursuant to Company policy adopted from time to time; (iv) changes in status
from Director to advisory director or emeritus status; or (iv) in the case of transfers between
locations of the Company or between the Company, its Affiliates (including Lexington Corporate
Properties Trust, Lexington Realty Advisors, Inc. and LXP Advisory LLC) or their respective
successors. Changes in status between service as an Employee, Director, and a Consultant will not
constitute an interruption of Continuous Service.



     “Deferred Share Units” mean Awards pursuant to Section 11 of the Plan.



     “Director” means a member of the Board, or a member of the board of directors of an
Affiliate.



     “Disabled” means a condition under which a Participant —



     (a) 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



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     (b) 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, received income replacement benefits for a period of not less than three months under an
accident or health plan covering employees of the Company.



     “Dividend Equivalent Rights” means a right awarded under Section 9 of the Plan to
receive (or have credited) the equivalent value of dividends paid on Common Stock.



     “Eligible Person” means (i) any Consultant, Director or Employee and includes
non-Employees to whom an offer of employment has been extended, and (ii) Lexington Corporate
Properties Trust, Lexington Realty Advisors, Inc., LXP Advisory LLC and employees of the foregoing.



     “Employee” means any person whom the Company or any Affiliate classifies as an
employee (including an officer) for employment tax purposes, whether or not that classification is
correct, provided that, for purposes of ISO Awards, an Employee is a person who is a common law
employee of the Company or any “parent corporation” or “subsidiary corporation” as such terms are
defined in Code Section 424. The payment by the Company of a director’s fee to a Director shall
not be sufficient to constitute “employment” of such Director by the Company.



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



     “Fair Market Value” means, as of any date (the “Determination Date”) means: (i) the
closing price of a Share on the New York Stock Exchange or the American Stock Exchange
(collectively, the “Exchange”), on the Determination Date, or, if shares were not traded on the
Determination Date, then on the nearest preceding trading day during which a sale occurred; or (ii)
if such stock is not traded on the Exchange but is quoted on NASDAQ or a successor quotation
system, (A) the last sales price (if the stock is then listed as a National Market Issue under The
Nasdaq National Market System) or (B) the mean between the closing representative bid and asked
prices (in all other cases) for the stock on the Determination Date as reported by NASDAQ or such
successor quotation system; or (iii) if such stock is not traded on the Exchange or quoted on
NASDAQ but is otherwise traded in the over-the-counter, the mean between the representative bid and
asked prices on the Determination Date; or (iv) if subsections (i)-(iii) do not apply, the fair
market value established in good faith by the Board.



     “Grant Date” has the meaning set forth in Section 14 of the Plan.



     “Incentive Share Option or ISO” hereinafter means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code, as designated in the
applicable Award Agreement.



     “Involuntary Termination” means termination of a Participant’s Continuous Service
under the following circumstances occurring on or after a Change in Control: (i) termination
without Cause by the Company or an Affiliate or successor thereto, as appropriate; or (ii)
voluntary termination by the Participant within 60 days following (A) a material reduction in the
Participant’s job responsibilities, provided that neither a mere change in title alone nor
reassignment to a substantially similar position shall constitute a material reduction in job
responsibilities; (B) an involuntary relocation of the Participant’s work site to a facility or
location more than 50 miles from the Participant’s principal work site at the time of the Change in
Control; or (C) a material
reduction



-4-









 







in Participant’s total compensation other than as part of an reduction by the same
percentage amount in the compensation of all other similarly-situated Employees, Directors or
Consultants.



     “Non-ISO” means an Option not intended to qualify as an ISO, as designated in the
applicable Award Agreement.



     “Option” means any stock option granted pursuant to Section 6 of the Plan.



     “Participant” means any holder of one or more Awards, or the Shares issuable or issued
upon exercise of such Awards, under the Plan.



     “Performance Awards” mean Performance Units and Performance Compensation Awards
granted pursuant to Section 12.



     “Performance Compensation Awards” mean Awards granted pursuant to Section 12(b) of the
Plan.



     “Performance Unit” means Awards granted pursuant to Section 10(a) of the Plan which
may be paid in cash, in Shares, or such combination of cash and Shares as the Committee in its sole
discretion shall determine.



     “Person” means any natural person, association, trust, business trust, cooperative,
corporation, general partnership, joint venture, joint-stock company, limited partnership, limited
liability company, real estate investment trust, regulatory body, governmental agency or
instrumentality, unincorporated organization or organizational entity.



     “Phantom Shares” means Phantom Shares granted pursuant to Section 8 of the Plan.



     “Phantom Share Value” means the Fair Market Value of a Share of Class A Common Stock,
or if so provided by the Committee, such Fair Market Value to the extent in excess of a base value
established by the Committee at the time of grant.



     “Plan” means this Lexington Strategic Asset Corp. 2005 Equity Incentive Compensation
Plan.



     “Reporting Person” means an officer, Director, or greater than ten percent shareholder
of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file
reports pursuant to Rule 16a-3 under the Exchange Act.



     “Restricted Shares” mean Shares subject to restrictions imposed pursuant to Section 7
of the Plan.



     “Restricted Share Units” mean Awards pursuant to Section 7 of the Plan.



     “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time
to time, or any successor provision.



     “SAR” or “Share Appreciation Right” means Awards granted pursuant to Section 10 of the
Plan.



-5-









 





     “Share” means a share of common stock of the Company, par value $0.0001, as adjusted
in accordance with Section 16 of the Plan.



     “Ten Percent Holder” means a person who owns stock representing more than ten percent
(10%) of the combined voting power of all classes of stock of the Company or any Affiliate.



     “Unrestricted Shares” mean Shares awarded pursuant to Section 7 of the Plan.



-6-









 





Lexington Strategic Asset Corp.




2005 Equity Incentive Compensation Plan




	 	 	 
	 

	 	As approved by the Board of
	 

	 	Directors on September 9,
	 

	 	2005 and by the shareholders
	 

	 	on September 9, 2009