ex10_28.htm


     

    

      
        
          

        



       

      OMEGA
HEALTHCARE INVESTORS, INC.

      


      DEFERRED
STOCK PLAN

       

      


       

       

       

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      


      OMEGA
HEALTHCARE INVESTORS, INC. DEFERRED STOCK PLAN

      


      


        
          	
                  SECTION

                	 
      	
                  PAGE

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  1.

                	
                  ELIGIBILITY

                	
                  1

                	 
      
	
                  2.

                	
                  DEFERRAL
      ELECTIONS

                	
                  1

                	 
      
	
                  3.

                	
                  TIMING
      OF ELECTIONS

                	
                  1

                	 
      
	
                  4.

                	
                  TERMS
      AND CONDITIONS OF DEFERRED STOCK GRANTS

                	
                  2

                	 
      
	
                  5.

                	
                  SOURCE
      OF SHARES UNDER PLAN

                	
                  4

                	 
      
	
                  6.

                	
                  CHANGE
      IN CAPITALIZATION

                	
                  4

                	 
      
	
                  7.

                	
                  ADMINISTRATION

                	
                  5

                	 
      
	
                  8.

                	
                  UNFUNDED
      PLAN

                	
                  5

                	 
      
	
                  9.

                	
                  PARTICIPATION
      VOLUNTARY

                	
                  6

                	 
      
	
                  10.

                	
                  AMENDMENT
      AND TERMINATION

                	
                  6

                	 
      
	
                  11.

                	
                  GOVERNING
      LAW

                	
                  6

                	 
      
	
                  12.

                	
                  DEFINITIONS

                	
                  6

                	 
      


        

        

 

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      OMEGA
HEALTHCARE INVESTORS, INC.

      DEFERRED
STOCK PLAN

       

      
        	
                1.  

              	
                ELIGIBILITY

              


      

       

      Directors
of the Company who are not employees of the Company are eligible to participate
in the Plan.  In addition, executive officers of the Company shall be
eligible to participate at such date as is determined by the
Committee.

       

      
        	
                2.  

              	
                DEFERRAL
      ELECTIONS

              


      

       

      (a) Directors’
Elections.  Each Director may elect, in the manner prescribed
herein, to defer receipt of any Stock Grant, and if desired, the Dividend
Equivalents attributable to the deferred Stock Grant, unless otherwise
determined by the Committee.

       

      (b) Other Participants’
Elections.  Each Participant (other than a Director of the
Company) may elect to defer receipt of any Stock Grant, and if desired, the
Dividend Equivalents attributable to the deferred Stock Grant, to the extent
provided by the Committee.

       

      
        	
                3.  

              	
                TIMING
      OF ELECTIONS

              


      

       

      (a) First Year of
Eligibility.  Each Participant may elect, within thirty (30)
days after the later of the Effective Date or the date the Participant first
becomes eligible to participate in the Plan, to defer receipt of any Stock Grant
that is made after the date of the election and represents compensation for
services rendered by the Participant after the election.

       

      (b) Initial Deferral Election
with respect to Forfeitable Rights.  Each Participant may elect
to defer receipt of any Stock Grant, the terms of which require the Participant
to continue to provide services to the Company for at least twelve (12) months
from the date of grant to avoid forfeiture, if the election is made within
thirty (30) days of the date of grant.  For purposes of this
Subsection (b), a Stock Grant will not be treated as failing to require the
Participant to perform services for at least twelve (12) months from the date of
grant merely because the risk of forfeiture lapses upon the Participant’s death
or Disability, or a Change in Control, provided that if the Participant’s death
or Disability or a Change in Control occurs and the risk of forfeiture lapses
within such twelve (12) month period, the deferral election will be given effect
only if it is permitted under this Section without regard to this
Subsection.

       

      (c) Initial Deferral Election
with respect to Performance-Based Compensation.  Each
Participant may elect to defer receipt of any Performance-Based Stock Grant
within six (6) months before the end of the applicable performance period,
provided that the Participant continuously performs services for the Company
from the later of the beginning of the performance period or the date the
performance criteria are established through the date an election is made under
this Subsection, provided that no such election may be made after the
compensation underlying the Performance-Based Stock Grant has become readily
ascertainable.

       

      (d) Initial Deferral Election
with respect to Short-Term Deferrals.  Each Participant may
elect to defer receipt of any Stock Grant that, absent the deferral election,
would be treated as a “short-term deferral” within the meaning of Treas. Reg.
Section 1.409A-1, in accordance with the requirements of Subsection (f) below,
applied as if the Stock Grant were a deferral of compensation and the scheduled
payment date were the date the risk of forfeiture lapses; provided, however,
that such election may require payment upon a Change in Control without regard
to the five-year additional deferral requirement in Subsection (f).

       

      (e) General
Rule.  Except as otherwise provided in this Section, each
Participant may elect to defer receipt of any Stock Grant that represents
compensation for services for a calendar year only if the election is made not
later than the last day of the immediately preceding calendar year.

       

      (f) Standing
Election.  Notwithstanding any other provision hereof, the
Committee may provide that a deferral election made in a given year will apply
also to future Stock Grants made in future years, unless and until the
Participant revokes or modifies the deferral election.  In such case,
the Participant must submit a written modification or revocation in such form as
the Committee may require before the latest permissible date for making a
deferral election in accordance with the other subsections of this
Section.

       

      (g) Subsequent Changes in
Deferral Elections.  Once a Participant makes a deferral
election, the Participant may change his deferral election at any time before
the last permissible date for making a deferral election as set forth above in
this Section.

       

      (h) Dividend
Equivalents.  The Committee shall specify in the applicable
Agreement when Dividend Equivalents will be paid, which may be at the same date
the Shares subject to the deferred Stock Grant are issued or may be subject to
an election by the Participant subject to the same timing rules as apply in this
Section, to the extent provided in the applicable Agreement.

       

      (i) Other
Restrictions.  The Committee may provide other restrictions on
the timing or revocation of deferral elections, and all such elections will be
limited as the Committee may provide in the applicable Agreement.

       

      
        	
                4.  

              	
                TERMS
      AND CONDITIONS OF DEFERRED STOCK
GRANTS

              


      

       

      (a) Terms of Deferred Stock
Grants and Dividend Equivalent Rights.  The Committee shall
have the sole authority and discretion in determining the terms and conditions
with respect to each deferred Stock Grant and Dividend Equivalents, which shall
be reflected in the applicable Agreement.

       

      (b) Deferred Stock
Grants.  The Committee may provide in the applicable Agreement
that all or a portion of the deferred Stock Grant will be forfeited under
specified terms and conditions.

       

      (c) Dividend
Equivalents.  Stock Grants that are deferred shall accrue
Dividend Equivalents, unless otherwise determined by the
Committee.  The Committee may provide in the applicable Agreement that
all or a portion of the Dividend Equivalents will be forfeited under specified
terms and conditions.  The Committee may specify, or allow the
Participant to specify, in the applicable Agreement that Dividend Equivalents
will be paid when earned, that Dividend Equivalents will earn interest at a
specified interest rate and paid at a date or event specified, or converted into
the right to receive Shares at a specified date or event under a specified
conversion formula.

       

      (d) Manner of Deferral Election
and Timing of Payment.  A Participant may elect to defer
receipt of a Stock Grant and Dividend Equivalents by entering into an Agreement
provided by the Company for this purpose which shall contain such terms and
conditions as may be established by the Committee.  If a Participant
makes a deferral election, the issuance of Shares and Dividend Equivalents shall
be delayed until the date or event specified in the Agreement at the date the
Participant’s deferral election in Section 3 is made.  Except as
otherwise provided in an Agreement, Shares attributable to a Stock Grant that is
deferred shall be issued, and Dividend Equivalents that are deferred will be
paid only upon an event or date set forth below:

       

      (i) a
specified date;

       

      (ii) the date
of the Participant’s Separation from Service if the Participant is not a
Specified Employee;

       

      (iii) six (6)
months after the date of the Participant’s Separation from Service if the
Participant is a Specified Employee;

       

      (iv) the date
of the Participant’s death;

       

      (v) the date
the Participant becomes subject to a Disability;

       

      (vi) the date
of a Change in Control; or

       

      (vii) the date
the Participant is subject to an Unforeseeable Emergency;

       

      provided,
however, that such further terms, conditions, and restrictions as set forth in
the applicable Agreement shall apply.

       

      (e) Subsequent Changes in Time
of Payment.  If a Participant is permitted to elect the timing
of payment pursuant to subsection (d), the Participant may change the timing of
payment of Stock Grants and Dividend Equivalents at any time before the last
permissible date for making a deferral election as to such Stock Grants and
Dividend Equivalents as set forth in Section 3, or if after such last
permissible date, only in accordance with the following rules:

       

      (i) the
election shall not take effect until at least twelve (12) months after the date
on which the election is made;

       

      (ii) in the
case of an election related to a payment that is not on account of the
Participant’s Disability or death, or the occurrence of an Unforeseeable
Emergency, the payment with respect to which the election is made must be
deferred for a period of at least five (5) years from the date that such payment
would have been made; and

       

      (iii) any
election related to a payment to be paid at a specified time or pursuant to a
fixed schedule must be made at least twelve (12) months before the date the
payment was previously scheduled to be paid.

       

      (f) Non-Transferability.  The
rights and interests of a Participant in respect of the deferred Stock Grant and
Dividend Equivalents shall not be transferable or assignable other than by will
or the laws of succession to the legal representative of the Participant;
provided, however, that the Committee may allow a Participant to designate a
person to receive the benefits payable under the Plan on the Participant’s death
or alter or revoke such designation from time to time, subject to the provisions
of any applicable law.

       

      (g) Deferred Stock Grants are
not Shares.  Deferred Stock Grants are not Shares, and do not
entitle any Participant to the exercise of voting rights, the receipt of
dividends, or the exercise of any other rights attaching to ownership of
Shares.

       

      
        	
                5.  

              	
                SOURCE
      OF SHARES UNDER PLAN

              


      

       

      No Shares
are reserved for issuance under the Plan.  The Plan is merely a
vehicle under which Stock Grants that are made by the Company can be
deferred.  Sources of Stock Grants may include, but not be limited to,
the Omega Healthcare Investors, Inc. 2004 Stock Incentive Plan.

       

      
        	
                6.  

              	
                CHANGE
      IN CAPITALIZATION

              


      

       

      (a) The
number and kind of Shares shall be proportionately adjusted for any
nonreciprocal transaction between the Company and holders of capital stock of
the Company that causes the per share value of the Shares underlying the Stock
Grants to change, such as a stock dividend, stock split, spin-off, rights
offering, or recapitalization through a large, non-recurring cash dividend
(each, an “Equity
Restructuring”).

       

      (b) In the
event of a merger, consolidation, extraordinary dividend, sale of substantially
all of the Company’s assets or other material change in the capital structure of
the Company, or a tender offer for shares of Common Stock, or other
reorganization of the Company, that in each case is not an Equity Restructuring,
the Committee shall take such action and make such adjustments with respect to
the Shares or the terms of this Plan as the Committee, in its sole discretion,
determines in good faith is necessary or appropriate, including, without
limitation, adjusting the number and class of securities subject to the Plan, or
substituting cash, other securities, or other property to replace the award
payable under the Plan, or terminating awards under the Plan in exchange for
their cash value (as determined by the Committee).

       

      (c) All
determinations and adjustments made by the Committee pursuant to this Section
will be final and binding on the Participant.  Any action taken by the
Committee need not treat all Participants under the Plan equally.

       

      (d) The
existence of the Plan and any deferred Stock Grants and Dividend Equivalents
thereunder shall not affect the right or power of the Company to make or
authorize any adjustment, reclassification, reorganization or other change in
its capital or business structure, any merger or consolidation of the Company,
any issue of debt or equity securities having preferences or priorities as to
the Common Stock or the rights thereof, the dissolution or liquidation of the
Company, any sale or transfer of all or part of its business or assets, or any
other corporate act or proceeding.

       

      
        	
                7.  

              	
                ADMINISTRATION

              


      

       

      The
Committee shall administer the Plan in accordance with its terms. The Committee
may, subject to the terms of the Plan, delegate duties relating to the
administration of the Plan and will determine the scope of such delegation. Any
decision made by the Committee in carrying out its responsibilities with respect
to the administration of the Plan will be final and binding on the
Participants.

       

      In
addition to the other powers granted to the Committee under the Plan and subject
to the terms of the Plan, the Committee will have full and complete authority to
interpret the Plan. The Committee may from time to time prescribe such rules and
regulations and make all determinations necessary or desirable for the
administration of the Plan.  Any such interpretation, rule,
determination or other act of the Committee will be conclusively binding upon
all persons, including the Participants and their legal representatives and
beneficiaries.

       

      No member
of the Committee will be liable for any action or determination made in good
faith pursuant to the Plan. To the full extent permitted by law, the Company
will indemnify and save harmless each person made, or threatened to be made, a
party to any action or proceeding by reason of the fact that such person is or
was a member of the Committee or is or was a member of the Committee and, as
such, is or was required or entitled to take action pursuant to the terms of the
Plan.

       

      
        	
                8.  

              	
                UNFUNDED
      PLAN

              


      

       

      The Plan
is unfunded.  The Company’s obligations hereunder will constitute
general, unsecured obligations, payable solely out of its general assets, and no
Participant or other person has any right to any specific assets of the
Company.  The Company will not segregate any assets for the purpose of
funding its obligations with respect to Shares credited
hereunder.  The Company will not be deemed to be a trustee of any
amounts to be distributed or paid pursuant to the Plan.  No liability
or obligation of the Company pursuant to the Plan will be deemed to be secured
by any pledge of, or encumbrance on, any property of the Company.

       

      
        	
                9.  

              	
                PARTICIPATION
      VOLUNTARY

              


      

       

      Participation
in the Plan by Participants is voluntary.  The issuance of Agreements
under the Plan will not be construed as giving a Participant any right to
continue in the service of the Company or any of its
Affiliates.  Participation in the Plan by any Participant will
constitute acceptance of the terms and conditions of the Plan by the Participant
and as to the Participant’s agreement to be bound thereby.

       

      
        	
                10.  

              	
                AMENDMENT
      AND TERMINATION

              


      

       

      The Board
of Directors may from time to time amend, suspend or terminate the Plan in whole
or in part.  No amendment or termination of the Plan will take away
any rights that the Participant has under the terms of any applicable
Agreement.

       

      
        	
                11.  

              	
                GOVERNING
      LAW

              


      

       

      The Plan
will be governed by the laws of the State of Maryland, to the extent not
pre-empted by Federal law, without reference to principles of conflicts of
laws.

       

      
        	
                12.  

              	
                DEFINITIONS

              


      

       

      For
purposes of the Plan, the terms contained in this Plan have the following
meanings.

       

      (a) “Affiliate” means:

       

      (i) any
Subsidiary or Parent;

       

      (ii) any
entity that directly or through one or more intermediaries controls, is
controlled by, or is under common control with the Company, as determined by the
Committee; or

       

      (iii) any
entity in which the Company has such a significant interest that the Company
determines it should be deemed an “Affiliate,” as determined in the sole
discretion of the Committee.

       

      (b) “Agreement” means an agreement
approved by the Committee which sets forth the terms and conditions of the
Participant’s deferred Stock Grant and Dividend Equivalents.

       

      (c) “Board of Directors” means the
board of directors of the Company.

       

      (d) “Change in Control” means a
“change in the ownership of the corporation, a change in the effective control
of the corporation, or a change in the ownership of a substantial portion of the
assets of the corporation,” in each case within the meaning of Treas. Reg.
Section 1.409A-3; provided that the term “corporation” in this definition shall
refer to the Company.

       

      (e) “Committee” means the
Compensation Committee of the Board of Directors.

       

      (f) “Company” means Omega
Healthcare Investors, Inc., a Maryland corporation.

       

      (g) “Common Stock” means the
Company’s common stock.

       

      (h) “Disability” means any
condition that constitutes a “disability” under Treas. Reg. Section
1.409A-3.

       

      (i) “Dividend Equivalents” means an
amount equal to the dividends per Share payable to shareholders of record on or
after the date of grant of the deferred Stock Grant through the day before the
date the Shares attributable to the deferred Stock Grant are
issued.

       

      (j) “Effective Date” means January
20, 2009.

       

      (k) “Parent” means any corporation
(other than the Company) in an unbroken chain of corporations ending with the
Company if each of the corporations other than the Company owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.  A “Parent” may
include any entity other than a corporation to the extent permissible under
Section 424(e) of the Internal Revenue Code or regulations and rulings
thereunder.

       

      (l) “Participant” means any
individual who participates in the Plan pursuant to Section 1.

       

      (m) “Performance-Based Stock Grant”
means a Stock Grant, the entitlement to which is contingent on the satisfaction
of preestablished organizational or individual performance criteria relating to
a performance period of at least twelve (12) consecutive
months.  Organizational or individual performance criteria are
considered preestablished if established in writing within ninety (90) days
after the commencement of the period of service to which the criteria relates,
provided that the outcome is substantially uncertain at the time the criteria
are established.  Compensation may be performance-based compensation
if the amount will be paid regardless of satisfaction of the performance
criteria due to the Participant’s death or Disability, or a Change in Control,
provided that payment made under such circumstances without regard to the
satisfaction of the performance criteria will not constitute a Performance-Based
Stock Grant.

       

      (n) “Plan” means the Omega
Healthcare Investors, Inc. Deferred Stock Plan, as it may be amended from time
to time.

       

      (o) “Separation from Service” means
a “separation from service” within the meaning of Treas. Reg. Section
1.409A-1.

       

      (p) “Share” means a share of Common
Stock.

       

      (q) “Specified Employee” means a
“specified employee” within the meaning of Treas. Reg. Section
1.409A-1.

       

      (r) “Stock Grant” means a grant of
Shares or the grant of the right to receive Shares in the future, whether
contingent or absolute.

       

      (s) “Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.  A “Subsidiary” shall include any
entity other than a corporation to the extent permissible under Section 424(f)
of the Internal Revenue Code or regulations and rulings thereunder.

       

      (t) “Unforeseeable Emergency” means
an “unforeseeable emergency” within the meaning of Treas. Reg. Section
1.409A-3.

       

      The Plan
was estalished as of the Effective Date, January 20, 2009.

       

      OMEGA
HEALTHCARE INVESTORS, INC.

      


      


      By:                                                                      

      


      Title:                                                                      

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      DEFERRED
STOCK AGREEMENT

      PURSUANT
TO THE OMEGA HEALTHCARE INVESTORS, INC.

      2004
STOCK INCENTIVE PLAN

       

      


       

      THIS AGREEMENT (this “Agreement”) is made
as of _________________, 2009 (the “Effective Date”), by
Omega Healthcare Investors, Inc. (the “Company”) and
____________________________________ (the “Director”).

       

      


       

      This Agreement includes the Terms and
Conditions, which are part of this Agreement.

       

      


       

      
        	
                 
      

              	
                A.

              	
                Effect of
      Agreement:  This Agreement relates to the quarterly
      grants of Stock to the Director that are scheduled to be made after the
      Effective Date (including each future
      year) as of the quarterly dates set forth in Item D
      below.  Therefore, this Agreement shall constitute a standing
      election to defer such future quarterly Stock grants and shall remain in
      place until revoked or modified by the
Director.

              


      

       

      


       

      If the
Director is making a deferral election within thirty (30) days after the date he
first becomes eligible under the Deferred Stock Plan, he may revoke or modify
this election for the current year, only if he submits a written election to do
so to the Company’s Chief Financial Officer within that same thirty (30) day
period and before the date the first quarterly Stock grant is deferred under
this Agreement.

       

      


       

      If the
Director wishes to revoke or modify this election as to quarterly Stock grants
to be made in a future year, he must submit a written election to do so to the
Company’s Chief Financial Officer by December 31 of the preceding
year.  (So, for example, if the Director elects in January 2009 to
defer quarterly Stock grants, if he wishes to elect not to defer quarterly Stock
grants in 2010, he must submit a new election by December 31,
2009.)  The only exception to the foregoing rules is that if the
Director becomes subject to an Unforeseeable Emergency, he may elect to
immediately revoke his election to defer future quarterly Stock grants for the
current year.

       

      


       

      
        	
                 
      

              	
                B.

              	
                “Plan”: (under
      which the “Shares” (as defined below) will be issued) Omega Healthcare
      Investors, Inc. 2004 Stock Incentive
Plan.

              


      

       

      


       

      
        	
                 
      

              	
                C.

              	
                “Deferred Stock
      Plan”:  Omega Healthcare Investors, Inc. Deferred Stock
      Plan, to which this Agreement is also
subject.

              


      

       

      


       

      
        	
                 
      

              	
                D.

              	
                “Stock
      Units”:  This Agreement relates to the quarterly grants
      of Stock to the Director that are scheduled to be made after the Effective
      Date (including
      each future year) as of the quarterly dates set forth
      below.

              


      

       

      


       

      
        	
                 
      

              	
                The
      Director should check all of the following quarterly Stock grants which
      the Director is electing to defer:

              


      

       

      


       

      [
]           February
15;

       

      


       

      [
]           May
15;

       

      


       

      [
]           August
15;

       

      


       

      [
]           November
15.

       

      


       

      In lieu
of receiving such quarterly Stock grants, the Director will be credited on each
quarterly date selected above with a number of Stock Units that is equal to the
number of Shares that would otherwise have been granted to the Director as of
such quarterly date (the “Applicable Quarterly Grant
Date”).  The number of Stock Units will be increased by the
number of Stock Units attributable to the Converted Dividend Equivalents if the
Director elects Item E.1. below.  Each Stock Unit represents the
Company’s unsecured obligation to issue one share of Stock and the related
Converted Dividend Equivalents, Deferred Dividend Equivalents, or Current
Dividend Equivalents (whichever is selected in Item E) in accordance with this
Agreement.  The shares of Stock represented by the Stock Units shall
be referred to as the “Shares.”

       

      


       

      
        	
                 
      

              	
                E.

              	
                “Dividend
      Equivalents”:  Each Stock Unit shall accrue an amount
      equal to the dividends per share payable on Stock to shareholders of
      record on or after the Applicable Quarterly Grant Date and through the day
      before the date the Shares are
issued.

              


      

       

      


       

      The
Director must check either paragraph 1, 2 or 3 below:

       

      


       

      
        	
                 
      

              	
                1.

              	
                [
      ]

              	
                “Converted Dividend
      Equivalents”:  The Dividend Equivalents will be converted
      into a number of Stock Units equal to the amount of the Dividend
      Equivalents that are accrued as of the dividend payment date, divided by
      the closing price per share of Stock on the dividend payment
      date.  Such Stock Units shall also accrue future Dividend
      Equivalents that shall be converted into Stock Units in accordance with
      the preceding formula.  The Stock Units under this paragraph
      shall be paid on the date the Shares are payable to the Director;
      or

              


      

       

      


       

      
        	
                 
      

              	
                2.

              	
                [
      ]

              	
                “Deferred Dividend
      Equivalents”:  The Dividend Equivalents shall be paid to
      the Director, with interest accrued on a quarterly basis at a rate equal
      to the Company’s average borrowing rate for the preceding calendar
      quarter, as determined in the sole discretion of the Committee, on the
      date the Shares are payable to the Director;
or

              


      

       

      


       

      
        	
                 
      

              	
                3.

              	
                [
      ]

              	
                “Current Dividend
      Equivalents”:  The Dividend Equivalents shall be paid to
      the Director on the same date that the dividends per share are paid to
      shareholders.

              


      

       

      


       

      
        	
                 
      

              	
                F.

              	
                “Deferral
      Period”:  The Director has elected to defer receipt of
      the Shares (and Converted Dividend Equivalents or Deferred Dividend
      Equivalents if Item E.1. or E.2. was elected) until the dates or events
      set forth below:

              


      

       

      


       

      The
Director must check either paragraph 1 or 2 below, but may check other
paragraphs as well.

       

      


       

      1.           [
]           , 2_____ (specify date);

       

      2.           the
Director may check A or B below, but not both:

       

      A.           [
]           the
Director’s Separation from Service; or

       

      
        	
                 
      

              	
                B.

              	
                [
      ]

              	
                January
      1 of the __________ (specify number, first, second, etc.) year following
      the year of the Director’s Separation from
  Service;

              


      

       

      3.           [
]           the earlier
of paragraph 1 or 2 above;

       

      4.           [
]           the later of
paragraph 1 or 2 above;

       

      
        	
                 
      

              	
                5.

              	
                [
      ]

              	
                If
      a Change in Control occurs before the date payment is required to be made
      pursuant to the elections above, payment shall be made as a result of the
      Change in Control;

              


      

       

      
        	
                 
      

              	
                6.

              	
                [
      ]

              	
                If
      the Director becomes subject to a Disability before the date payment is
      required to be made pursuant to the elections above, payment shall be made
      as a result of the Disability.

              


      

       

      Notwithstanding
the foregoing, the Shares (and Converted Dividend Equivalents or Deferred
Dividend Equivalents if Item E.1. or E.2. was elected) shall be payable not
later than ninety (90) days following the Director’s date of death.

       

      The
Director may elect to change the timing of payment in Item F only under the
following conditions:

       

      
        	
                (i)  

              	
                the
      election shall not take effect until twelve (12) months after the date the
      written election is submitted to the
Company;

              


      

       

      
        	
                (ii)  

              	
                in
      the case of an election related to a payment date or event other than
      Disability, the election must, with respect to such payment date or event,
      defer payment for at least five (5) years from the prior payment date or
      event; and

              


      

       

      
        	
                (iii)  

              	
                in
      the case of a payment at a specified date, the election must be submitted
      at least twelve (12) months before the date payment was previously
      scheduled to be made.

              


      

       

      IN WITNESS WHEREOF, the Company and the
Director have executed this Agreement as of the Effective Date set forth
above.

       

      


       

      DIRECTOR                                                                           OMEGA
HEALTHCARE INVESTORS, INC.

       

      


       

      


       

      By:

       

      


       

      [Signature]                                                                           Title:

       

      


       


      
        
          
            


             

            --

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      TERMS
AND CONDITIONS TO THE

      DEFERRED
STOCK AGREEMENT

      PURSUANT
TO THE OMEGA HEALTHCARE INVESTORS, INC.

      2004
STOCK INCENTIVE PLAN

       

      


       

      1. Payment for Stock
Units. The Company shall deliver a share certificate representing the
number of Shares attributable to the Stock Units (and the amount of the Deferred
Dividend Equivalents, if applicable) to the Director within ninety (90) days
following the conclusion of the Deferral Period.

      


       

      2. Unforeseeable
Emergency. In the event of an Unforeseeable Emergency, the Director may
terminate the Deferral Period but only to the extent of the number of Shares
necessary to meet the emergency (which may include amounts necessary to pay
Federal, state, local, or foreign taxes or penalties reasonably anticipated to
result from the distribution), and only to the extent that the hardship is not
or cannot be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Director’s assets to the extent such
liquidation would not itself cause severe financial hardship, or by cessation of
future deferrals.

      


       

      3. Restrictions on Transfer of
Stock Units and Shares.  Except for the transfer by bequest or
inheritance, the Director shall not have the right to make or permit to exist
any transfer or hypothecation, whether outright or as security, with or without
consideration, voluntary or involuntary, of all or any part of any right, title
or interest in or to any Stock Units or Shares until issued.  Any such
disposition not made in accordance with this Agreement shall be deemed null and
void.  Any permitted transferee under this Section shall be bound by
the terms of this Agreement.

      


       

      4. Legend on Stock
Certificates.  Certificates evidencing the Shares shall have
noted conspicuously on the certificates any legends required when applicable
securities laws are otherwise determined by the Company to be appropriate, such
as:

      


       

      TRANSFER IS
RESTRICTED

       

      


       

      THE
SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
OR HYPOTHECATED UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT
COVERING SUCH SECURITIES, (2) THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144
PROMULGATED UNDER SUCH ACT, OR (3) THE ISSUER RECEIVES AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT.

       

      


       

      5.   Change in
Capitalization.

      


       

      (a)                 The
number and kind of Shares shall be proportionately adjusted for any
nonreciprocal transaction between the Company and holders of capital stock of
the Company that causes the per share value of the Shares underlying the Stock
Units to change, such as a stock dividend, stock split, spin-off, rights
offering, or recapitalization through a large, non-recurring cash dividend
(each, an “Equity
Restructuring”).

       

      


       

      (b)                 In
the event of a merger, consolidation, extraordinary dividend, sale of
substantially all of the Company’s assets or other material change in the
capital structure of the Company, or a tender offer for shares of Common Stock,
or other reorganization of the Company, that in each case is not an Equity
Restructuring, the Committee shall take such action and make such adjustments
with respect to the Shares or the terms of this Agreement as the Committee, in
its sole discretion, determines in good faith is necessary or appropriate,
including, without limitation, adjusting the number and class of securities
subject to the Agreement, or substituting cash, other securities, or other
property to replace the award payable under the Agreement, or terminating the
Agreement in exchange for the cash value (as determined by the Committee) of the
Shares (and the Deferred Dividend Equivalents, if applicable).

       

      


       

      (c)                 Notwithstanding
the foregoing or any other provisions of this Agreement, if a Change in Control
of the type described in Section 15(a)(i) occurs and if the Director has not
elected to end the Deferral Period as of the date of the Change in Control, the
Company shall pay the Deferred Dividend Equivalents, if applicable, to the
Director within ninety (90) days following the date of the Change in Control,
and shall pay the same amount of consideration per Share attributable to the
Stock Units as is paid to each holder of a share of Common Stock in connection
with the Change in Control and on the same schedule and under the same terms and
conditions, provided that payment must be completed within five (5) years after
the Change in Control.

       

      


       

      (d)                 All
determinations and adjustments made by the Committee pursuant to this Section
will be final and binding on the Director. Any action taken by the Committee
need not treat all recipients of awards under the Plan or the Deferred Stock
Plan equally.

       

      


       

      (e)                 The
existence of the Plan, the Deferred Stock Plan, and this Agreement shall not
affect the right or power of the Company to make or authorize any adjustment,
reclassification, reorganization or other change in its capital or business
structure, any merger or consolidation of the Company, any issue of debt or
equity securities having preferences or priorities as to the Common Stock or the
rights thereof, the dissolution or liquidation of the Company, any sale or
transfer of all or part of its business or assets, or any other corporate act or
proceeding.

       

      


       

      6. Governing
Laws.  This Agreement shall be construed, administered and
enforced according to the laws of the State of Maryland; provided, however, no
Shares shall be issued except, in the reasonable judgment of the Committee, in
compliance with exemptions under applicable state securities laws of the state
in which Director resides, and/or any other applicable securities
laws.

      


       

      7. Successors.  This
Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors, and permitted assigns of the parties.

      


       

      8. Notice.  Except
as otherwise specified herein, all notices and other communications under this
Agreement shall be in writing and shall be deemed to have been given if
personally delivered or if sent by registered or certified United States mail,
return receipt requested, postage prepaid, addressed to the proposed party at
the last known address of the party.  Any party may designate any
other address to which notices shall be sent by giving notice of the address to
the other parties in the same manner as provided herein.

      


       

      9. Severability.  In
the event that any one or more of the provisions or portion thereof contained in
this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the same shall not invalidate or otherwise affect
any other provisions of this Agreement, and this Agreement shall be construed as
if the invalid, illegal or unenforceable provision or portion thereof had never
been contained herein.

      


       

      10. Entire
Agreement.  This Agreement is subject to the terms and
conditions of the Plan and the Deferred Stock Plan, and in the event of a
conflict, such plans shall control.  Subject to the terms and
conditions of the Plan and the Deferred Stock Plan, this Agreement expresses the
entire understanding and agreement of the parties with respect to the subject
matter.

      


       

      11. Headings and Capitalized
Terms.  Paragraph headings used herein are for convenience of
reference only and shall not be considered in construing this
Agreement.

      


       

      12. Specific
Performance.  In the event of any actual or threatened default
in, or breach of, any of the terms, conditions and provisions of this Agreement,
the party or parties who are thereby aggrieved shall have the right to specific
performance and injunction in addition to any and all other rights and remedies
at law or in equity, and all such rights and remedies shall be
cumulative.

      


       

      13. No Right to Continued
Retention.  Neither the establishment of the Plan, nor the
Deferred Stock Plan, nor this Agreement, shall be construed as giving Director
the right to continued service with the Company or an Affiliate.

      


       

      14. Termination of
Agreement.  The Company reserves the right to accelerate the
time of payment under this Agreement pursuant to a termination and liquidation
of the award under this Agreement, to the extent permitted under Treas. Reg.
Section 1.409A-3, notwithstanding any election made by the Director or any other
provisions of this Agreement.

      


       

      15. Definitions.  Capitalized
terms used, but not defined, in this Agreement shall be given the meaning
ascribed to them in the Plan.  When used in this Agreement, the
following terms have the meanings set forth below:

      


       

      
        	
                (a)  

              	
                “Change in
      Control” means:

              


      

      


       

      
        	
                (i)  

              	
                “A
      change in the ownership of the
corporation,”

              


      

       

      
        	
                (ii)  

              	
                “A
      change in the effective control of the corporation,”
  or

              


      

       

      
        	
                (iii)  

              	
                “A
      change in the ownership of a substantial portion of the assets of the
      corporation,”

              


      

      


       

      in each
case within the meaning of Treas. Reg. Section 1.409A-3; provided, however, that
for purposes of determining a “substantial portion of the assets of the
corporation” “eighty-five percent (85%)” shall be used instead of “forty percent
(40%).”  For purposes of this subsection (a), the “corporation” refers
to the Company.  Notwithstanding the foregoing, in the event of a
merger, consolidation, reorganization, share exchange or other transaction as to
which the holders of the capital stock of the Company before the transaction
continue after the transaction to hold, directly or indirectly, shares of
capital stock of the Company  (or other surviving company)
representing more than fifty percent (50%) of the value or ordinary voting power
to elect directors of the capital stock of the Company (or other surviving
company), such transaction shall not constitute a Change in
Control.

       

      


       

      
        	
                (b)  

              	
                “Disability”
      means any condition that would constitute a “disability” under Treas. Reg.
      Section 1.409A-3.

              


      

      


       

      
        	
                (c)  

              	
                “Separation from
      Service” means a “separation from service” within the meaning of
      Treas. Reg. Section 1.409A-1.

              


      

      


       

      
        	
                (d)  

              	
                “Unforeseeable
      Emergency” means an “unforeseeable emergency” within the meaning of
      Treas. Reg. Section 1.409A-3.

              


      

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      DEFERRED
RESTRICTED STOCK AGREEMENT

      PURSUANT
TO THE OMEGA HEALTHCARE INVESTORS, INC.

      2004
STOCK INCENTIVE PLAN

       

      


       

      THIS AGREEMENT (this “Agreement”) is made
as of _________________, 20____ (the “Effective Date”), by
Omega Healthcare Investors, Inc. (the “Company”) and
____________________________________ (the “Director”).

       

      


       

      This Agreement includes the Terms and
Conditions, which are part of this Agreement.

       

      


       

      
        	
                 
      

              	
                A.

              	
                Effect of
      Agreement:  This Agreement relates to the annual grants
      of Stock to the Director that are scheduled to be made after the Effective
      Date (including
      each future year).  Therefore, this Agreement shall
      constitute a standing election to defer such annual Stock grants and shall
      remain in place until revoked or modified by the
  Director.

              


      

       

      


       

      If the
Director is making a deferral election within thirty (30) days after the date he
first becomes eligible under the Deferred Stock Plan, he may revoke or modify
this election for the current year, only if he submits a written election to do
so to the Company’s Chief Financial Officer within that same thirty (30) day
period and before the date the first annual Stock grant is deferred under this
Agreement.

       

      


       

      If the
Director wishes to revoke or modify this election as to annual Stock grants to
be made in a future year, he must submit a written election to do so to the
Company’s Chief Financial Officer by December 31 of the preceding
year.  (So, for example, if the Director elects in January 2009 to
defer annual Stock grants, if he wishes to elect not to defer the annual Stock
grant in 2010, he must submit a new election by December 31, 2009.)

       

      


       

      
        	
                 
      

              	
                B.

              	
                “Plan”: (under
      which the “Shares” (as defined below) will be issued) Omega Healthcare
      Investors, Inc. 2004 Stock Incentive
Plan.

              


      

       

      


       

      
        	
                 
      

              	
                C.

              	
                “Deferred Stock
      Plan”:  Omega Healthcare Investors, Inc. Deferred Stock
      Plan, to which this Agreement is also
subject.

              


      

       

      


       

      
        	
                 
      

              	
                D.

              	
                “Stock
      Units”:  This Agreement relates to the annual grants of
      Stock to the Director that are scheduled to be made after the Effective
      Date (including
      each future year).

              


      

       

      


       

      In lieu
of receiving such annual Stock grants, the Director will be credited on each
annual date that the annual Stock grant would otherwise have been made with a
number of Stock Units that is equal to the number of Shares that would otherwise
have been granted to the Director as of such annual date (the “Applicable Annual Grant
Date”).  The number of Stock Units will be increased by the
number of Stock Units attributable to the Converted Dividend Equivalents if the
Director elects Item E.1. below.  Each Stock Unit represents the
Company’s unsecured obligation to issue one share of Stock and the related
Converted Dividend Equivalents, Deferred Dividend Equivalents, or Current
Dividend Equivalents (whichever is selected in Item E) in accordance with this
Agreement.  The shares of Stock represented by the Stock Units shall
be referred to as the “Shares.”

       

      


       

      
        	
                 
      

              	
                E.

              	
                “Dividend
      Equivalents”:  Each Stock Unit shall accrue an amount
      equal to the dividends per share payable on Common Stock to shareholders
      of record on or after the Applicable Annual Grant Date and through the day
      before the date the Shares are issued (or until the Stock Units are
      forfeited, if earlier).

              


      

       

      


       

      The
Director must check either paragraph 1, 2 or 3 below:

       

      


       

      
        	
                 
      

              	
                1.

              	
                [
      ]

              	
                “Converted Dividend
      Equivalents”:  The Dividend Equivalents will be converted
      into a number of Vested Stock Units equal to the amount of the Dividend
      Equivalents that are accrued as of the dividend payment date, divided by
      the closing price per share of Stock on the dividend payment
      date.  Such Vested Stock Units shall also accrue future Dividend
      Equivalents that shall be converted into Vested Stock Units in accordance
      with the preceding formula.  The Stock Units under this
      paragraph shall be paid on the date the Shares are payable to the
      Director; or

              


      

       

      


       

      
        	
                 
      

              	
                2.

              	
                [
      ]

              	
                “Deferred Dividend
      Equivalents”:  The Dividend Equivalents shall be paid to
      the Director, with interest accrued on a quarterly basis at a rate equal
      to the Company’s average borrowing rate for the preceding calendar
      quarter, as determined in the sole discretion of the Committee, on the
      date the Shares are payable to the Director;
or

              


      

       

      


       

      
        	
                 
      

              	
                3.

              	
                [
      ]

              	
                “Current Dividend
      Equivalents”:  The Dividend Equivalents shall be paid to
      the Director on the same date that the dividends per share are paid to
      shareholders.

              


      

       

      


       

      
        	
                 
      

              	
                F.

              	
                “Deferral
      Period”:  The Director has elected to defer receipt of
      the Vested Shares (and Converted Dividend Equivalents or Deferred Dividend
      Equivalents if Item E.1. or E.2. was elected) until the dates or events
      set forth below:

              


      

       

      


       

      The
Director must check either paragraph 1 or 2 below, but may check other
paragraphs as well.

       

      


       

      
        	
                 
      

              	
                1.

              	
                If
      the Director completes this paragraph 1, the Director must complete A, B,
      and C below:

              


      

       

      


       

      
        	
                 
      

              	
                A.

              	
                [
      ]

              	
                as
      to the first one-third of the Shares, which become Vested Shares one (1)
      year after the Grant Date, ___________, 2_____ (specify date that is at
      least one (1) year after the Grant Date);
and

              


      

       

      


       

      
        	
                 
      

              	
                B.

              	
                [
      ]

              	
                as
      to the second one-third of the Shares, which become Vested Shares two (2)
      years after the Grant Date, ___________, 2_____ (specify date that is at
      least two (2) years after the Grant Date);
and

              


      

       

      


       

      
        	
                 
      

              	
                C.

              	
                [
      ]

              	
                as
      to the third one-third of the Shares, which become Vested Shares three (3)
      years after the Grant Date, ___________, 2_____ (specify date that is at
      least three (3) years after the Grant
Date);

              


      

       

       

      
        	
                 
      

              	
                2.

              	
                The
      Director may check A or B below, but not
both:

              


      

       

       

      A.           [
]           the
Director’s Separation from Service; or

       

       

      
        	
                 
      

              	
                B.

              	
                [
      ]

              	
                January
      1 of the __________ (specify number, first, second, etc.) year following
      the year of the Director’s Separation from
  Service;

              


      

       

       

      3.           [
]           the earlier
of paragraph 1 or 2 above;

       

       

      4.           [
]           the later of
paragraph 1 or 2 above;

       

       

      
        	
                 
      

              	
                5.

              	
                [
      ]

              	
                If
      a Change in Control occurs before the date payment is required to be made
      pursuant to the elections above, payment shall be made as a result of the
      Change in Control;

              


      

       

       

      
        	
                 
      

              	
                6.

              	
                [
      ]

              	
                If
      the Director becomes subject to a Disability before the date payment is
      required to be made pursuant to the elections above, payment shall be made
      as a result of the Disability.

              


      

       

      


       

      The
Director may elect to change the timing of payment in Item F only under the
following conditions:

       

      


       

      
        	
                (iv)  

              	
                the
      election shall not take effect until twelve (12) months after the date the
      written election is submitted to the
Company;

              


      

       

      
        	
                (v)  

              	
                in
      the case of an election related to a payment date or event other than
      Disability, the election must, with respect to such payment date or event,
      defer payment for at least five (5) years from the prior payment date or
      event; and

              


      

       

      
        	
                (vi)  

              	
                in
      the case of a payment at a specified date, the election must be submitted
      at least twelve (12) months before the date payment was previously
      scheduled to be made.

              


      

      


       

      Notwithstanding
the foregoing, the Vested Shares (and Converted Dividend Equivalents or Deferred
Dividend Equivalents if Item E.1. or E.2. was elected) shall be payable not
later than ninety (90) days following the Director’s date of death.

       

      


       

      
        	
                 
      

              	
                G.

              	
                “Vesting
      Schedule”: Except as provided in Item E.1., the Stock Units and
      Shares shall vest according to the Vesting Schedule attached hereto as
      Exhibit 1
      (the “Vesting
      Schedule”).  The Stock Units and Shares which have become
      vested are herein referred to as the “Vested Stock
      Units” and “Vested Shares,”
      respectively.

              


      

       

      


       

      IN WITNESS WHEREOF, the Company and the
Director have executed this Agreement as of the Effective Date set forth
above.

       

      


       

      DIRECTOR                                                                           OMEGA
HEALTHCARE INVESTORS, INC.

       

      


       

      


       

      By:

       

      


       

      [Signature]                                                                           Title:

       

      


       



      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        TERMS
AND CONDITIONS TO THE

        DEFERRED
RESTRICTED STOCK AGREEMENT

        PURSUANT
TO THE OMEGA HEALTHCARE INVESTORS, INC.

        2004
STOCK INCENTIVE PLAN

        


        1. Payment for Vested Stock
Units. The Company shall deliver a share certificate representing the
number of Shares attributable to the Vested Stock Units (and the amount of
the Deferred Dividend Equivalents, if applicable) to the Director within ninety
(90) days following the conclusion of the Deferral Period.

        


        2. Unforeseeable
Emergency. In the event of an Unforeseeable Emergency, the Director may
terminate the Deferral Period but only to the extent of the number of Vested
Shares (and Deferred Dividend Equivalents, if applicable) necessary to meet the
emergency (which may include amounts necessary to pay Federal, state, local, or
foreign taxes or penalties reasonably anticipated to result from the
distribution), and only to the extent that the hardship is not or cannot be
relieved through reimbursement or compensation by insurance or otherwise, or by
liquidation of the Director’s assets to the extent such liquidation would not
itself cause severe financial hardship, or by cessation of future
deferrals.

        


        3. Restrictions on Transfer of
Stock Units and Shares.  Except for the transfer by bequest or
inheritance, the Director shall not have the right to make or permit to exist
any transfer or hypothecation, whether outright or as security, with or without
consideration, voluntary or involuntary, of all or any part of any right, title
or interest in or to any Stock Units or Shares until issued.  Any such
disposition not made in accordance with this Agreement shall be deemed null and
void.  Any permitted transferee under this Section shall be bound by
the terms of this Agreement.

        


        4. Legend on Stock
Certificates.  Certificates evidencing the Shares shall have
noted conspicuously on the certificates any legends required when applicable
securities laws are otherwise determined by the Company to be appropriate, such
as:

        


        TRANSFER IS
RESTRICTED

        


        THE
SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
OR HYPOTHECATED UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT
COVERING SUCH SECURITIES, (2) THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144
PROMULGATED UNDER SUCH ACT, OR (3) THE ISSUER RECEIVES AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT.

        


        5. Change in
Capitalization.

        


        (a)           The
number and kind of Shares shall be proportionately adjusted for any
nonreciprocal transaction between the Company and holders of capital stock of
the Company that causes the per share value of the Shares underlying the
Restricted Units to change, such as a stock dividend, stock split, spin-off,
rights offering, or recapitalization through a large, non-recurring cash
dividend (each, an “Equity
Restructuring”).

        


        (b)           In
the event of a merger, consolidation, extraordinary dividend, sale of
substantially all of the Company’s assets or other material change in the
capital structure of the Company, or a tender offer for shares of Common Stock,
or other reorganization of the Company, that in each case is not an Equity
Restructuring, the Committee shall take such action and make such adjustments
with respect to the Shares or the terms of this Agreement as the Committee, in
its sole discretion, determines in good faith is necessary or appropriate,
including, without limitation, adjusting the number and class of securities
subject to the Agreement, or substituting cash, other securities, or other
property to replace the award payable under the Agreement, or terminating the
Agreement in exchange for the cash value (as determined by the Committee) of the
Shares (and the Deferred Dividend Equivalents, if applicable).

        


        (c)           Notwithstanding
the foregoing or any other provisions of this Agreement, if a Change in Control
of the type described in Section 15(a)(i) occurs and if the Director has not
elected to end the Deferral Period as of the date of the Change in Control, the
Company shall pay the Deferred Dividend Equivalents, if applicable, to the
Director within ninety (90) days following the date of the Change in Control,
and shall pay the same amount of consideration per Share attributable to the
Stock Units as is paid to each holder of a share of Common Stock in connection
with the Change in Control and on the same schedule and under the same terms and
conditions, provided that payment must be completed within five (5) years after
the Change in Control.

        


        (d)           All
determinations and adjustments made by the Committee pursuant to this Section
will be final and binding on the Director. Any action taken by the Committee
need not treat all recipients of awards under the Plan or the Deferred Stock
Plan equally.

        


        (e)           The
existence of the Plan, the Deferred Stock Plan, and this Agreement shall not
affect the right or power of the Company to make or authorize any adjustment,
reclassification, reorganization or other change in its capital or business
structure, any merger or consolidation of the Company, any issue of debt or
equity securities having preferences or priorities as to the Common Stock or the
rights thereof, the dissolution or liquidation of the Company, any sale or
transfer of all or part of its business or assets, or any other corporate act or
proceeding.

        


        6. Governing
Laws.  This Agreement shall be construed, administered and
enforced according to the laws of the State of Maryland; provided, however, no
Shares shall be issued except, in the reasonable judgment of the Committee, in
compliance with exemptions under applicable state securities laws of the state
in which Director resides, and/or any other applicable securities
laws.

        


        7. Successors.  This
Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors, and permitted assigns of the parties.

        


        8. Notice.  Except
as otherwise specified herein, all notices and other communications under this
Agreement shall be in writing and shall be deemed to have been given if
personally delivered or if sent by registered or certified United States mail,
return receipt requested, postage prepaid, addressed to the proposed party at
the last known address of the party.  Any party may designate any
other address to which notices shall be sent by giving notice of the address to
the other parties in the same manner as provided herein.

        


        9. Severability.  In
the event that any one or more of the provisions or portion thereof contained in
this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the same shall not invalidate or otherwise affect
any other provisions of this Agreement, and this Agreement shall be construed as
if the invalid, illegal or unenforceable provision or portion thereof had never
been contained herein.

        


        10. Entire
Agreement.  This Agreement is subject to the terms and
conditions of the Plan and the Deferred Stock Plan, and in the event of a
conflict, such plans shall control.  Subject to the terms and
conditions of the Plan and the Deferred Stock Plan, this Agreement expresses the
entire understanding and agreement of the parties with respect to the subject
matter.

        


        11. Headings and Capitalized
Terms.  Paragraph headings used herein are for convenience of
reference only and shall not be considered in construing this
Agreement.

        


        12. Specific
Performance.  In the event of any actual or threatened default
in, or breach of, any of the terms, conditions and provisions of this Agreement,
the party or parties who are thereby aggrieved shall have the right to specific
performance and injunction in addition to any and all other rights and remedies
at law or in equity, and all such rights and remedies shall be
cumulative.

        


        13. No Right to Continued
Retention.  Neither the establishment of the Plan, nor the
Deferred Stock Plan, nor this Agreement shall be construed as giving Director
the right to continued service with the Company or an Affiliate.

        


        14. Termination of
Agreement.  The Company reserves the right to accelerate the
time of payment under this Agreement pursuant to a termination and liquidation
of the award under this Agreement, to the extent permitted under Treas. Reg.
Section 1.409A-3, notwithstanding any election made by the Director or any other
provisions of this Agreement.

        


        15. Definitions.  Capitalized
terms used, but not defined, in this Agreement shall be given the meaning
ascribed to them in the Plan.  When used in this Agreement, the
following terms have the meanings set forth below:

        


        
          	
                  (a)  

                	
                  “Change in
      Control” means:

                


        

        


        
          	
                  i.  

                	
                  “A
      change in the ownership of the
corporation,”

                


        

         

        
          	
                  ii.  

                	
                  “A
      change in the effective control of the corporation,”
  or

                


        

         

        
          	
                  iii.  

                	
                  “A
      change in the ownership of a substantial portion of the assets of the
      corporation,”

                


        

         

        in each
case within the meaning of Treas. Reg. Section 1.409A-3; provided, however, that
for purposes of determining a “substantial portion of the assets of the
corporation” “eighty-five percent (85%)” shall be used instead of “forty percent
(40%).”  For purposes of this subsection (a), the “corporation” refers
to the Company.  Notwithstanding the foregoing, in the event of a
merger, consolidation, reorganization, share exchange or other transaction as to
which the holders of the capital stock of the Company before the transaction
continue after the transaction to hold, directly or indirectly, shares of
capital stock of the Company  (or other surviving company)
representing more than fifty percent (50%) of the value or ordinary voting power
to elect directors of the capital stock of the Company (or other surviving
company), such transaction shall not constitute a Change in
Control.

        


        
          	
                  (b)  

                	
                  “Disability”
      means any condition that would constitute a “disability” under Treas. Reg.
      Section 1.409A-3.

                


        

        


        
          	
                  (c)  

                	
                  “Separation from
      Service” means a “separation from service” within the meaning of
      Treas. Reg. Section 1.409A-1.

                


        

        


        
          	
                  (d)  

                	
                  “Unforeseeable
      Emergency” means an “unforeseeable emergency” within the meaning of
      Treas. Reg. Section 1.409A-3.

                


        

        





      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Exhibit 1 to Deferred
Restricted Stock Agreement

       

      Vesting
Schedule

       

      


       

      The Stock
Units and the Shares shall become vested as follows:

       

      


       

      
        	 
      	
                 

                Percentage

                 

              	 
      	
                Years
      of Service

                after Grant Date

              	 
      
	 
      	
                33-1/3%

              	 
      	
                1

              	 
      
	 
      	
                66-2/3%

              	 
      	
                2

              	 
      
	 
      	
                100%

              	 
      	
                3

              	 
      


      

      


       

      For
purposes of the above schedule, the Director shall receive credit for a year of
service as of each anniversary of the Grant Date that the Director remains at
all times a director, employee, or consultant of the Company or an Affiliate
from the Grant Date to such date.  Any of the Stock Units and the
Shares which are not vested (1) at the time that the Director ceases to be a
director, employee, or consultant of the Company due to death or Disability, or
(2) upon a Change in Control shall become fully
vested.  Notwithstanding the foregoing, any of the Stock Units and the
Shares which are not vested at the time that the Director ceases to be a
director, employee, or consultant of the Company or an Affiliate for any reason
other than death or Disability shall be forfeited to the Company.