GRAMERCY CAPITAL CORP.


 


2012
INDUCEMENT EQUITY INCENTIVE PLAN


 



    	 



    	 



    




 





TABLE OF CONTENTS


  


	 	Page 
	 	 
	1. DEFINITIONS	1
	 	 
	2. EFFECTIVE DATE AND TERMINATION OF PLAN	4
	 	 
	3. ADMINISTRATION OF PLAN	5
	 	 
	4. SHARES AND UNITS SUBJECT TO THE PLAN	5
	 	 
	5. PROVISIONS APPLICABLE TO STOCK OPTIONS	6
	 	 
	6. PROVISIONS APPLICABLE TO RESTRICTED STOCK	9
	 	 
	7. PROVISIONS APPLICABLE TO PHANTOM SHARES	10
	 	 
	8. PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS	13
	 	 
	9. OTHER EQUITY-BASED AWARDS	14
	 	 
	10. PERFORMANCE GOALS	14
	 	 
	11. TAX WITHHOLDING	15
	 	 
	12. REGULATIONS AND APPROVALS	16
	 	 
	13. INTERPRETATION AND AMENDMENTS; OTHER RULES	17
	 	 
	14. CHANGES IN CAPITAL STRUCTURE	17
	 	 
	15. MISCELLANEOUS	19


 



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GRAMERCY CAPITAL CORP.


 


2012
INDUCEMENT EQUITY INCENTIVE PLAN


 


Gramercy Capital Corp.,
a Maryland corporation, established the Gramercy Capital Corp. 2012 Inducement Equity Incentive Plan, effective June 7, 2012, to
attract qualified key employees and other personnel and encourage them to increase their efforts to make the Company’s business
more successful whether directly or through its Subsidiaries or other affiliates. Awards under the Plan may be made to Eligible
Persons in the form of Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights or other forms of equity-based compensation.
All Awards under the Plan are intended to qualify as “employment inducement awards” within the meaning of Section 303A.08,
or any successor provision, of the New York Stock Exchange Listed Company Manual.


 


1.
DEFINITIONS.


 


Whenever used herein,
the following terms shall have the meanings set forth below:


 


“Award,”
except where referring to a particular category of grant under the Plan, shall include Non-Qualified Stock Options, Restricted
Stock, Phantom Shares, Dividend Equivalent Rights and other equity-based Awards as contemplated herein.


 


“Award Agreement”
means a written agreement in a form approved by the Committee to be entered into between the Company and the Participant as provided
in Section 3. An Award Agreement may be, without limitation, an employment or other similar agreement containing provisions governing
grants hereunder, if approved by the Committee for use under the Plan.


 


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


 


“Cause” means,
unless otherwise provided in the Participant’s Award Agreement, (i) engaging in (A) willful or gross misconduct or (B) willful
or gross neglect; (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices
of the Company or its Subsidiaries or its affiliates; (iii) the commission of a felony or a crime of moral turpitude, dishonesty,
breach of trust or unethical business conduct, or any crime involving the Company or its Subsidiaries, or any affiliate thereof;
(iv) fraud, misappropriation or embezzlement; (v) acts or omissions constituting a material failure to perform substantially and
adequately the duties assigned to the Participant; (vi) any illegal act detrimental to the Company its Subsidiaries or any affiliate
thereof; (vii) repeated failure to devote substantially all of the Participant’s business time and efforts to the Company
or its Subsidiaries, or any affiliate thereof if required by the Participant’s employment agreement; or (viii) the Participant’s
failure to competently perform his duties after receiving notice from the Company or its Subsidiaries, or any affiliate thereof;
specifically identifying the manner in which the Participant has failed to perform; provided, however, that, if at any particular
time the Participant is subject to an effective employment agreement with the Company, then, in lieu of the foregoing definition,
“Cause” shall at that time have such meaning as may be specified in such employment agreement.


 


“Change in Control”
shall mean the happening of any of the following:


 



    	 



    	 



    

 


(i)          any
“person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act,
but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary
or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and with
respect to any particular Participant, the Participant and any “group” (as such term is used in Section 13(d)(3) of
the Exchange Act) of which the Participant is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3)
under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of either (A) the combined
voting power of the Company’s then outstanding securities or (B) the then outstanding Common Stock (other than as a result
of an acquisition of securities directly from the Company); or


 


(ii)         there
shall occur any consolidation or merger of the Company that would result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation representing (either by remaining outstanding or by being converted into voting securities
of the surviving entity) less than 50% of the total voting power of the voting securities of the surviving entity outstanding immediately
after such merger or consolidation or ceasing to have the power to elect at least a majority of the board of directors or other
governing body of such surviving entity; or


 


(iii)        there
shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged
by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the
Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the
voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their
ownership of the Company immediately prior to such sale or (B) the approval by shareholders of the Company of any plan or proposal
for the liquidation or dissolution of the Company; or


 


(iv)        the
members of the Board at the beginning of any consecutive 24-calendar-month period (the “Incumbent Directors”) cease
for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director
whose election, or nomination for election by the Company’s shareholders was approved or ratified by a vote of at least a
majority of the Incumbent Directors shall be deemed to be an Incumbent Director.


 


Notwithstanding the foregoing provisions
of this definition of Change in Control, if at any particular time the Participant is subject to an effective employment agreement
with the Company which expressly provides for the definition of a change in control of the Company, then, in lieu of the foregoing
definition, “Change in Control” shall at that time have such meaning as may be specified, in such employment agreement,
with respect to the Company. In addition, notwithstanding the foregoing provisions of this definition of Change in Control, no
event or condition shall constitute a Change in Control to the extent that, if it were, a 20% tax would be imposed under Section
409A of the Code; provided that, in such a case, the event or condition shall continue to constitute a Change in Control to the
maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration of distribution) without causing the
imposition of such 20% tax.


 


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


 


“Committee” means the
Compensation Committee of the Board.


 



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“Common Stock” means
the Company’s Common Stock, par value $.001 per share, either currently existing or authorized hereafter.


 


“Company”
means the Gramercy Capital Corp., a Maryland corporation.


 


“Director”
means a non-employee director of the Company or its Subsidiaries.


 


“Disability”
means, unless otherwise provided by the Committee in the Participant’s Award Agreement, a disability which renders the Participant
incapable of performing all of his or her material duties for a period of at least 180 consecutive or non-consecutive days during
any consecutive twelve-month period. Notwithstanding the foregoing, no circumstances or condition shall constitute a Disability
to the extent that, if it were, a 20% tax would be imposed under Section 409A of the Code; provided that, in such a case, the event
or condition shall continue to constitute a Disability to the maximum extent possible (e.g., if applicable, in respect of vesting
without an acceleration of distribution) without causing the imposition of such 20% tax.


 


“Dividend Equivalent
Right” means a right awarded under Section 8 of the Plan to receive (or have credited) the equivalent value of dividends
paid on Common Stock.


 


“Eligible Person”
means such full- or part-time officers and other employees to whom the Company may issue securities without Stockholder approval
in accordance with Section 303A.08, or any successor provision of the New York Stock Exchange Listed Company Manual, as selected
from time-to-time by the Committee in its sole discretion.


 


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


 


“Fair Market Value”
per Share as of a particular date means (i) if Shares are then listed on a national stock exchange, the closing sales price per
Share on the exchange for the last preceding date on which there was a sale of Shares on such exchange, as determined by the Committee,
(ii) if Shares are not then listed on a national stock exchange but are then traded on an over-the-counter market, the average
of the closing bid and asked prices for the Shares in such over-the-counter market for the last preceding date on which there was
a sale of such Shares in such market, as determined by the Committee, or (iii) if Shares are not then listed on a national stock
exchange or traded on an over-the-counter market, such value as the Committee in its discretion may in good faith determine; provided
that, where the Shares are so listed or traded, the Committee may make such discretionary determinations where the Shares have
not been traded for 10 trading days. Notwithstanding the foregoing, with respect to any “stock right” within the meaning
of Section 409A of the Code, Fair Market Value shall not be less than the “fair market value” of the shares of Common
Stock determined in accordance with the final regulations promulgated under Section 409A of the Code.


 


“Grantee”
means an Eligible Person granted Restricted Stock, Phantom Shares, Dividend Equivalent Rights or such other equity-based Awards
as may be granted pursuant to Section 9.


 


“Non-Qualified
Stock Option” means an Option which is not intended to be an Incentive Stock Option within the meaning of Section 422(b)
of the Code.


 


“Option”
means the right to purchase, at a price and for the term fixed by the Committee in accordance with the Plan, and subject to such
other limitations and restrictions in the Plan and the applicable Award Agreement, a number of Shares determined by the Committee.


 


“Optionee”
means an Eligible Person to whom an Option is granted, or the Successors of the Optionee, as the context so requires.


 



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“Option Price”
means the price per Share, determined by the Board or the Committee, at which an Option may be exercised.


 


“Participant”
means a Grantee or Optionee.


 


“Phantom Share”
means a right, pursuant to the Plan, of the Grantee to payment of the Phantom Share Value.


 


“Phantom Share
Value,” per Phantom Share, 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
the Company’s 2012 Inducement Equity Incentive Plan, as set forth herein and as the same may from time to time be amended.


 


“Restricted Stock”
means an award of Shares that are subject to restrictions hereunder.


 


“Retirement”
means, unless otherwise provided by the Committee in the Participant’s Award Agreement, the Termination of Service (other
than for Cause) of a Participant on or after the Participant’s attainment of age 65 or on or after the Participant’s
attainment of age 55 with five consecutive years of service with the Company and or its Subsidiaries or its affiliates.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Settlement Date”
means the date determined under Section 7.4(c).


 


“Shares”
means shares of Common Stock of the Company.


 


“Subsidiary”
means any corporation (other than the Company) that is a “subsidiary corporation” with respect to the Company under
Section 424(f) of the Code. In the event the Company becomes a subsidiary of another company, the provisions hereof applicable
to subsidiaries shall, unless otherwise determined by the Committee, also be applicable to any company that is a “parent
corporation” with respect to the Company under Section 424(e) of the Code.


 


“Successor of the
Optionee” means the legal representative of the estate of a deceased Optionee or the person or persons who shall acquire
the right to exercise an Option by bequest or inheritance or by reason of the death of the Optionee.


 


“Termination of
Service” means a Participant’s termination of employment or other service, as applicable, with the Company and its
Subsidiaries. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code, Termination of Service
shall be interpreted within the meaning of Section 409A of the Code and Treasury Regulation 1.409A-1(h).


 


2.
EFFECTIVE DATE AND TERMINATION OF PLAN.


 


The effective date of
the Plan is June 7, 2012. The Plan shall terminate on, and no Award shall be granted hereunder on or after, the 10-year anniversary
of the approval of the Plan by the Board; provided, however, that the Board may at any time prior to that date terminate the Plan;
and provided, further, that all Awards made under the Plan prior to a Plan termination shall remain in effect until such Awards
have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreement.


 



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3.
ADMINISTRATION OF PLAN.


 


(a)     The
Plan shall be administered by the Committee appointed by the Board. The Committee, upon and after such time as it is covered in
Section 16 of the Exchange Act, shall consist of at least two individuals each of whom shall be a “nonemployee director”
as defined in Rule 16b-3 as promulgated by the Securities and Exchange Commission (“Rule 16b-3”) under the Exchange
Act; provided that no action taken by the Committee (including without limitation grants) shall be invalidated because any or all
of the members of the Committee fails to satisfy the foregoing requirements of this sentence. The acts of a majority of the members
present at any meeting of the Committee at which a quorum is present, or acts approved in writing by a majority of the entire Committee,
shall be the acts of the Committee for purposes of the Plan. If and to the extent applicable, no member of the Committee may act
as to matters under the Plan specifically relating to such member. Notwithstanding the other foregoing provisions of this Section
3(a), any Award under the Plan to a person who is a member of the Committee shall be made and administered by the Board. If no
Committee is designated by the Board to act for these purposes, the Board shall have the rights and responsibilities of the Committee
hereunder and under the Award Agreements.


 


(b)     Subject
to the provisions of the Plan, the Committee shall in its discretion (i) authorize the granting of Awards to Eligible Persons;
and (ii) determine the eligibility of Eligible Persons to receive an Award, as well as determine the number of Shares to be covered
under any Award Agreement, considering the position and responsibilities of the Eligible Persons, the nature and value to the Company
of the Eligible Person’s present and potential contribution to the success of the Company whether directly or through its
Subsidiaries and such other factors as the Committee may deem relevant.


 


(c)     The
Award Agreement shall contain such other terms, provisions and conditions not inconsistent herewith as shall be determined by the
Committee. In the event that any Award Agreement or other agreement hereunder provides (without regard to this sentence) for the
obligation of the Company or any affiliate thereof to purchase or repurchase Shares from a Participant or any other person, then,
notwithstanding the provisions of the Award Agreement or such other agreement, such obligation shall not apply to the extent that
the purchase or repurchase would not be permitted under governing state law. The Participant shall take whatever additional actions
and execute whatever additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to
carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions
of the Plan and the Award Agreement.


 


(d)     The
Committee may provide, in its discretion, that (i) all stock issued hereunder be initially maintained in separate brokerage account
for the Participant at a brokerage firm selected by, and pursuant to an arrangement with, the Company; and (ii) 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.





 


4.
SHARES AND UNITS SUBJECT TO THE PLAN.


 


4.1       In
General.


 


(a)     Subject
to Section 4.2, and subject to adjustments as provided in Section 14, the total number of Shares subject to Awards granted under
the Plan, in the aggregate, may not exceed 4,500,000. Shares distributed under the Plan may be treasury Shares or authorized but
unissued Shares. Any Shares that have been granted as Restricted Stock or that have been reserved for distribution in payment for
Options, Phantom Shares or other equity-based Awards but are later forfeited or for any other reason are not payable under the
Plan may again be made the subject of Awards under the Plan.


 



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(b)     Shares
subject to Dividend Equivalent Rights, other than Dividend Equivalent Rights based directly on the dividends payable with respect
to Shares subject to Options or the dividends payable on a number of Shares corresponding to the number of Phantom Shares awarded,
shall be subject to the limitation of Section 4.1(a). If any Phantom Shares, Dividend Equivalent Rights or other equity-based Awards
under Section 9 are paid out in cash, then, notwithstanding the first sentence of Section 4.1(a) above (but subject to the second
sentence thereof) the underlying Shares may again be made the subject of Awards under the Plan.


 


(c)     The
certificates for Shares issued hereunder may include any legend which the Committee deems appropriate to reflect any rights of
first refusal or other restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise deem
appropriate.


 


5.
PROVISIONS APPLICABLE TO STOCK OPTIONS.


 


5.1       Grant
of Option.


 


Subject
to the other terms of the Plan, the Committee shall, in its discretion as reflected by the terms of the applicable Award Agreement:
(i) determine and designate from time to time those Eligible Persons to whom Options are to be granted and the number of Shares
to be optioned to each Eligible Person; (ii) determine the time or times when and the manner and condition in which each Option
shall be exercisable and the duration of the exercise period; and (iii) determine or impose other conditions to the grant or exercise
of Options under the Plan as it may deem appropriate. Each Option granted hereunder shall be a Non-Qualified Stock Option.


 


5.2       Option
Price.


 


The Option Price shall
be determined by the Committee on the date the Option is granted and reflected in the Award Agreement, as the same may be amended
from time to time. Any particular Award Agreement may provide for different Option Prices for specified amounts of Shares subject
to the Option; provided that the Option Price shall not be less than 100% of the Fair Market Value of a Share at the time the Option
is granted.


 


5.3       Period
of Option and Vesting.


 


(a)     Unless
earlier expired, forfeited or otherwise terminated, each Option shall expire in its entirety upon the 10th anniversary of the date
of grant or shall have such other term as is set forth in the applicable Award Agreement. The Option shall also expire, be forfeited
and terminate at such times and in such circumstances as otherwise provided hereunder or under the Award Agreement.


 


(b)     Each
Option, to the extent that the Optionee has not had a Termination of Service and the Option has not otherwise lapsed, expired,
terminated or been forfeited, shall first become exercisable according to the terms and conditions set forth in the Award Agreement,
as determined by the Committee at the time of grant. Unless otherwise provided in the Award Agreement, no Option (or portion thereof)
shall ever be exercisable if the Optionee has a Termination of Service before the time at which such Option (or portion thereof)
would otherwise have become exercisable, and any Option that would otherwise become exercisable after such Termination of Service
shall not become exercisable and shall be forfeited upon such termination. Notwithstanding the foregoing provisions of this Section
5.3(b), Options exercisable pursuant to the schedule set forth by the Committee at the time of grant may be fully or more rapidly
exercisable or otherwise vested at any time in the discretion of the Committee. Upon and after the death of an Optionee, such Optionee’s
Options, if and to the extent otherwise exercisable hereunder or under the applicable Award Agreement after the Optionee’s
death, may be exercised by the Successors of the Optionee.


 



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5.4       Exercisability
Upon and After Termination of Optionee.


 


(a)     Subject
to provisions of the Award Agreement, in the event the Optionee has a Termination of Service other than by the Company or its Subsidiaries
for Cause, or other than by reason of death, Retirement or Disability, no exercise of an Option may occur after the expiration
of the three-month period to follow the termination, or if earlier, the expiration of the term of the Option as provided under
Section 5.3(a); provided that, if the Optionee should die after the Termination of Service, such termination being for a reason
other than Disability or Retirement, but while the Option is still in effect, the Option (if and to the extent otherwise exercisable
by the Optionee at the time of death) may be exercised until the earlier of (i) one year from the date of the Termination of Service
of the Optionee, or (ii) the date on which the term of the Option expires in accordance with Section 5.3(a).


 


(b)     Subject
to provisions of the Award Agreement, in the event the Optionee has a Termination of Service on account of death or Disability
or Retirement, the Option (if and to the extent otherwise exercisable by the Optionee on the date of the Termination of Service)
may be exercised until the earlier of (i) one year from the date of the Termination of Service of the Optionee, or (ii) the date
on which the term of the Option expires in accordance with Section 5.3.


 


(c)     Notwithstanding
any other provision hereof, unless otherwise provided in the Award Agreement, if the Optionee has a Termination of Service by the
Company for Cause, the Optionee’s Options, to the extent then unexercised, shall thereupon cease to be exercisable and shall
be forfeited forthwith.


 


5.5       Exercise
of Options.


 


(a)     Subject
to vesting, restrictions on exercisability and other restrictions provided for hereunder or otherwise imposed in accordance herewith,
an Option may be exercised, and payment in full of the aggregate Option Price made, by an Optionee only by written notice (in the
form prescribed by the Committee) to the Company specifying the number of Shares to be purchased.


 


(b)     Without
limiting the scope of the Committee’s discretion hereunder, the Committee may impose such other restrictions on the exercise
of an Option (whether or not in the nature of the foregoing restrictions) as it may deem necessary or appropriate.


 


5.6       Payment.


 


(a)     The
aggregate Option Price shall be paid in full upon the exercise of the Option. Payment must be made by one of the following methods:


 


(i)          a
certified or bank cashier’s check;


 


(ii)         subject
to Section 12(e), the proceeds of a Company loan program or third-party sale program or a notice acceptable to the Committee given
as consideration under such a program, in each case if permitted by the Committee in its discretion, if such a program has been
established and the Optionee is eligible to participate therein;


 



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(iii)        if
approved by the Committee in its discretion, Shares of previously owned Common Stock, which have been previously owned for more
than six months, having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price; or


 


(iv)        by
any combination of such methods of payment or any other method acceptable to the Committee in its discretion.


 


(b)     Except
in the case of Options exercised by certified or bank cashier’s check, the Committee may impose limitations and prohibitions
on the exercise of Options as it deems appropriate, including, without limitation, any limitation or prohibition designed to avoid
accounting consequences which may result from the use of Common Stock as payment upon exercise of an Option.


 


(c)     The
Committee may provide that no Option may be exercised with respect to any fractional Share. Any fractional Shares resulting from
an Optionee’s exercise that is accepted by the Company shall in the discretion of the Committee be paid in cash.


 


5.7       Stock
Appreciation Rights.


 


The Committee, in its
discretion, may (taking into account, without limitation, the application of Section 409A of the Code, as the Committee may deem
appropriate) also permit the Optionee to elect to exercise an Option by receiving a combination of Shares and cash, or, in the
discretion of the Committee, either Shares or solely in cash, with an aggregate Fair Market Value (or, to the extent of payment
in cash, in an amount) equal to the excess of the Fair Market Value of the Shares with respect to which the Option is being exercised
over the aggregate Option Price, as determined as of the day the Option is exercised.


 


5.8       Exercise
by Successors.


 


An Option may be exercised,
and payment in full of the aggregate Option Price made, by the Successors of the Optionee only by written notice (in the form prescribed
by the Committee) to the Company specifying the number of Shares to be purchased. Such notice shall state that the aggregate Option
Price will be paid in full, or that the Option will be exercised as otherwise provided hereunder, in the discretion of the Company
or the Committee, if and as applicable.


 


5.9       Nontransferability
of Option.


 


Each
Option granted under the Plan shall be nontransferable by the Optionee except by will or the laws of descent and distribution of
the state wherein the Optionee is domiciled at the time of his death; provided, however, that the Committee may (but need not)
permit other transfers, where the Committee concludes that such transferability (i) does not result in accelerated U.S. federal
income taxation, and (ii) is otherwise appropriate and desirable.


 


5.10     Deferral.


 


Except as provided in the Award Agreement,
the Committee may establish a program (taking into account, without limitation, the application of Section 409A of the Code, as
the Committee may deem appropriate) under which Participants will have Phantom Shares subject to Section 7 credited upon their
exercise of Options, rather than receiving Shares at that time.


 



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6.
PROVISIONS APPLICABLE TO RESTRICTED STOCK.


 


6.1       Grant
of Restricted Stock.


 


(a)     In
connection with the grant of Restricted Stock, whether or not performance goals (as provided for under Section 10) apply thereto,
the Committee shall establish one or more vesting periods with respect to the shares of Restricted Stock granted, the length of
which shall be determined in the discretion of the Committee. Subject to the provisions of this Section 6, the applicable Award
Agreement and the other provisions of the Plan, restrictions on Restricted Stock shall lapse if the Grantee satisfies all applicable
employment or other service requirements through the end of the applicable vesting period.


 


(b)     Subject
to the other terms of the Plan, the Committee may, in its discretion as reflected by the terms of the applicable Award Agreement:
(i) authorize the granting of Restricted Stock to Eligible Persons; (ii) provide a specified purchase price for the Restricted
Stock (whether or not the payment of a purchase price is required by any state law applicable to the Company); (iii) determine
the restrictions applicable to Restricted Stock and (iv) determine or impose other conditions, including any applicable performance
goals, to the grant of Restricted Stock under the Plan as it may deem appropriate.


 


6.2       Certificates.


 


(a)     Unless
otherwise provided by the Company, all Restricted Stock shall be uncertificated. Restricted Stock shall be registered in the name
of the Grantee. Without limiting the generality of Section 4.1(c), the certificates for Shares of Restricted Stock issued hereunder,
if any, and other documentation for Restricted Stock issued hereunder may include any legend which the Company deems appropriate
to reflect any restrictions on transfer hereunder or under the Award Agreement, or as the Company may otherwise deem appropriate,
including, without limitation, a legend in the following form:


 


The transferability of these shares
of stock are subject to the terms and conditions (including forfeiture) of the Gramercy Capital Corp. 2012 Inducement Equity Incentive
Plan and an Award Agreement entered into between the registered owner and Gramercy Capital Corp. Copies of such Plan and Award
Agreement are on file in the offices of Gramercy Capital Corp., at 420 Lexington Avenue, New York, New York 10170.


 


(b)     The
Committee shall require that any stock certificates evidencing such Shares be held in custody by the Company until the restrictions
hereunder shall have lapsed. If and when such restrictions so lapse, any such stock certificates shall be delivered by the Company
to the Grantee or his or her designee as provided in Section 6.3.


 


6.3       Restrictions
and Conditions.


 


Unless otherwise provided
by the Committee, the Shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and
conditions:


 



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(i)          Subject
to the provisions of the Plan and the Award Agreements, during a period commencing with the date of such Award and ending on the
date the period of forfeiture with respect to such Shares lapses, the Grantee shall not be permitted voluntarily or involuntarily
to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock awarded under the Plan (or have
such Shares attached or garnished). Subject to the provisions of the Award Agreements and clause (iii) below, the period of forfeiture
with respect to Shares granted hereunder shall lapse as provided in the applicable Award Agreement. Notwithstanding the foregoing,
unless otherwise expressly provided by the Committee, the period of forfeiture with respect to such Shares shall only lapse as
to whole Shares.


 


(ii)         Except
as provided in the foregoing clause (i), below in this clause (ii) or in Section 14, or as otherwise provided in the applicable
Award Agreement, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a shareholder of the
Company (including the right to vote the Shares). Unless otherwise provided in the Award Agreement, all cash dividends on Shares
paid during the Restriction Period shall be paid directly to, and retained by, the Company in its own capacity, and shall not at
any time be paid over to or retained by the Grantee, whether or not the Restriction Period ends; in the event that such dividends
are, notwithstanding the foregoing, erroneously paid to the Grantee, they shall be paid by the Grantee to the Company promptly,
and in no event more than three business days after, they are received by the Grantee. Certificates, if any, for Shares (not subject
to restrictions hereunder) shall be delivered to the Grantee or his or her designee promptly after, and only after, the period
of forfeiture shall lapse without forfeiture in respect of such Shares of Restricted Stock.


 


(iii)        Except
as otherwise provided in the applicable Award Agreement, if the Grantee has a Termination of Service by the Company and its Subsidiaries
for Cause, or by the Grantee for any reason, during the applicable period of forfeiture, then (A) all Shares still subject to restriction
shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon
as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount paid
by the Grantee for such forfeited Restricted Stock as contemplated by Section 6.1, and (y) the Fair Market Value on the date of
termination of the forfeited Restricted Stock.


 


7.
PROVISIONS APPLICABLE TO PHANTOM SHARES.


 


7.1       Grant
of Phantom Shares.


 


Subject
to the other terms of the Plan, the Committee shall, in its discretion as reflected by the terms of the applicable Award Agreement:
(i) authorize the granting of Phantom Shares to Eligible Persons and (ii) determine or impose other conditions to the grant of
Phantom Shares under the Plan as it may deem appropriate.


 


7.2       Term.


 


The Committee may provide
in an Award Agreement that any particular Phantom Share shall expire at the end of a specified term.


 



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7.3       Vesting.


 


Phantom
Shares shall vest as provided in the applicable Award Agreement.


 


7.4       Settlement
of Phantom Shares.


 


(a)     Each
vested and outstanding Phantom Share shall be settled by the transfer to the Grantee of one Share; provided that, the Committee
at the time of grant may provide that a Phantom Share may be settled (i) in cash at the applicable Phantom Share Value, (ii) in
cash or by transfer of Shares as elected by the Grantee in accordance with procedures established by the Committee or (iii) in
cash or by transfer of Shares as elected by the Company.


 


(b)     Phantom
Shares shall be settled with a single-sum payment by the Company; provided that, with respect to Phantom Shares of a Grantee which
have a common Settlement Date, the Committee may permit the Grantee to elect in accordance with procedures established by the Committee
(taking into account, without limitation, Section 409A of the Code, as the Committee may deem appropriate) to receive installment
payments over a period not to exceed 10 years.


 


(c)     
(i) Unless otherwise provided in the applicable Award Agreement, the “Settlement Date” with respect to a Phantom Share
is the first day of the month to follow the date on which the Phantom Share vests; provided that a Grantee may elect, in accordance
with procedures to be established by the Committee, that such Settlement Date will be deferred as elected by the Grantee to the
first day of the month to follow the Grantee’s Termination of Service, or such other time as may be permitted by the Committee.
Unless otherwise determined by the Committee, any revised elections under this Section 7.4(c)(i) must, except as may otherwise
be permitted under the rules applicable under Section 409A of the Code, (A) not be effective for at least one year after they are
made, or, in the case of payments to commence at a specific time, be made at least one year before the first scheduled payment
and (B) defer the commencement of distributions (and each affected distribution) for at least five years.


 


              (ii)         Notwithstanding
Section 7.4(c)(i), the Committee may provide that distributions of Phantom Shares can be elected at any time in those cases in
which the Phantom Share Value is determined by reference to Fair Market Value to the extent in excess of a base value, rather than
by reference to unreduced Fair Market Value.


 


              (iii)        Notwithstanding
the foregoing, the Settlement Date, if not earlier pursuant to this Section 7.4(c), is the date of the Grantee’s death.


 


(d)     Notwithstanding
the other provisions of this Section 7 (taking into account, without limitation, the application of Section 409A of the Code, as
the Committee may deem appropriate), in the event of a Change in Control, the Settlement Date shall be the date of such Change
in Control and all amounts due with respect to Phantom Shares to a Grantee hereunder shall be paid as soon as practicable (but
in no event more than 30 days) after such Change in Control, unless such Grantee elects otherwise in accordance with procedures
established by the Committee or unless otherwise provided in the applicable Award Agreement.


 


(e)     Notwithstanding
any other provision of the Plan, a Grantee may receive any amounts to be paid in installments as provided in Section 7.4(b) or
deferred by the Grantee as provided in Section 7.4(c) in the event of an “Unforeseeable Emergency.” For these purposes,
an “Unforeseeable Emergency,” as determined by the Committee in its sole discretion, is a severe financial hardship
to the Grantee resulting from a sudden and unexpected illness or accident of the Grantee or “dependent,” as defined
in Section 152(a) of the Code, of the Grantee, loss of the Grantee’s property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control of the Grantee. The circumstances that will constitute
an Unforeseeable Emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that
such hardship is or may be relieved:


 



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(i)          through
reimbursement or compensation by insurance or otherwise,


 


(ii)         by
liquidation of the Grantee’s assets, to the extent the liquidation of such assets would not itself cause severe financial
hardship, or


 


(iii)        by
future cessation of the making of additional deferrals under Section 7.4 (b) and (c).


 


Without limitation, the need to send a
Grantee’s child to college or the desire to purchase a home shall not constitute an Unforeseeable Emergency. Distributions
of amounts because of an Unforeseeable Emergency shall be permitted to the extent reasonably needed to satisfy the emergency need.


 


7.5      Other
Phantom Share Provisions.


 


(a)     Rights
to payments with respect to Phantom Shares granted under the Plan shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, garnishment, levy, execution, or other legal or equitable process,
either voluntary or involuntary; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish,
or levy or execute on any right to payments or other benefits payable hereunder, shall be void.


 


(b)     A
Grantee may designate in writing, on forms to be prescribed by the Committee, a beneficiary or beneficiaries to receive any payments
payable after his or her death and may amend or revoke such designation at any time. If no beneficiary designation is in effect
at the time of a Grantee’s death, payments hereunder shall be made to the Grantee’s estate. If a Grantee with a vested
Phantom Share dies, such Phantom Share shall be settled and the Phantom Share Value in respect of such Phantom Shares paid, and
any payments deferred pursuant to an election under Section 7.4(c) shall be accelerated and paid, as soon as practicable (but no
later than 60 days) after the date of death to such Grantee’s beneficiary or estate, as applicable.


 


(c)     The
Committee may (taking into account, without limitation, the application of Section 409A of the Code, as the Committee may deem
appropriate) establish a program under which distributions with respect to Phantom Shares may be deferred for periods in addition
to those otherwise contemplated by foregoing provisions of this Section 7. Such program may include, without limitation, provisions
for the crediting of earnings and losses on unpaid amounts, and, if permitted by the Committee, provisions under which Participants
may select from among hypothetical investment alternatives for such deferred amounts in accordance with procedures established
by the Committee.


 


(d)     Notwithstanding
any other provision of this Section 7, any fractional Phantom Share will be paid out in cash at the Phantom Share Value as of the
Settlement Date.


 


(e)     No
Phantom Share shall be construed to give any Grantee any rights with respect to Shares or any ownership interest in the Company.
Except as may be provided in accordance with Section 8, no provision of the Plan shall be interpreted to confer upon any Grantee
any voting, dividend or derivative or other similar rights with respect to any Phantom Share.


 



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7.6       Claims
Procedures.


 


(a)     To
the extent that the Plan is determined by the Committee to be subject to the Employee Retirement Income Security Act of 1974, as
amended, the Grantee, or his beneficiary hereunder or authorized representative, may file a claim for payments with respect to
Phantom Shares under the Plan by written communication to the Committee or its designee. A claim is not considered filed until
such communication is actually received. Within 90 days (or, if special circumstances require an extension of time for processing,
180 days, in which case notice of such special circumstances should be provided within the initial 90-day period) after the filing
of the claim, the Committee will either:


 


(i)          approve
the claim and take appropriate steps for satisfaction of the claim; or


 


(ii)         if
the claim is wholly or partially denied, advise the claimant of such denial by furnishing to him a written notice of such denial
setting forth (A) the specific reason or reasons for the denial; (B) specific reference to pertinent provisions of the Plan on
which the denial is based and, if the denial is based in whole or in part on any rule of construction or interpretation adopted
by the Committee, a reference to such rule, a copy of which shall be provided to the claimant; (C) a description of any additional
material or information necessary for the claimant to perfect the claim and an explanation of the reasons why such material or
information is necessary; and (D) a reference to this Section 7.6 as the provision setting forth the claims procedure under the
Plan.


 


(b)          The
claimant may request a review of any denial of his claim by written application to the Committee within 60 days after receipt of
the notice of denial of such claim. Within 60 days (or, if special circumstances require an extension of time for processing, 120
days, in which case notice of such special circumstances should be provided within the initial 60-day period) after receipt of
written application for review, the Committee will provide the claimant with its decision in writing, including, if the claimant’s
claim is not approved, specific reasons for the decision and specific references to the Plan provisions on which the decision is
based.


 


8.
PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.


 


8.1       Grant
of Dividend Equivalent Rights.


 


Subject to the other
terms of the Plan, the Committee shall, in its discretion as reflected by the terms of the Award Agreements, authorize the granting
of Dividend Equivalent Rights to Eligible Persons based on the regular cash dividends declared on Common Stock, to be credited
as of the dividend payment dates, during the period between the date an Award is granted, and the date such Award is exercised,
vests or expires, as determined by the Committee. Such Dividend Equivalent Rights shall be converted to cash or additional Shares
by such formula and at such time and subject to such limitation as may be determined by the Committee. If a Dividend Equivalent
Right is granted in respect of an Award hereunder, then, unless otherwise stated in the Award Agreement, in no event shall the
Dividend Equivalent Right be in effect for a period beyond the time during which the applicable portion of the underlying Award
is in effect.


 


8.2       Certain
Terms.


 


(a)     The
term of a Dividend Equivalent Right shall be set by the Committee in its discretion.


 



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(b)     Unless
otherwise determined by the Committee, except as contemplated by Section 8.4, a Dividend Equivalent Right is exercisable or
payable only prior to the Participant’s Termination of Service.


 


(c)     Payment
of the amount determined in accordance with Section 8.1 shall be in cash, in Common Stock or a combination of the both, as determined
by the Committee.


 


(d)     The
Committee may impose such employment-related conditions on the grant of a Dividend Equivalent Right as it deems appropriate in
its discretion.


 


8.3       Other
Types of Dividend Equivalent Rights.


 


The Committee may establish
a program under which Dividend Equivalent Rights of a type whether or not described in the foregoing provisions of this Section
8 may be granted to Participants. For example, and without limitation, the Committee may grant a dividend equivalent right in respect
of each Share subject to an Option or with respect to a Phantom Share, which right would consist of the right (subject to Section
8.4) to receive a cash payment in an amount equal to the dividend distributions paid on a Share from time to time.


 


8.4       Deferral.


 


The Committee may establish
a program (taking into account, without limitation, the possible application of Section 409A of the Code, as the Committee may
deem appropriate) under which Participants (i) will have Phantom Shares credited, subject to the terms of Sections 7.4 and 7.5
as though directly applicable with respect thereto, upon the granting of Dividend Equivalent Rights, or (ii) will have payments
with respect to Dividend Equivalent Rights deferred. In the case of the foregoing clause (ii), such program may include, without
limitation, provisions for the crediting of earnings and losses on unpaid amounts, and, if permitted by the Committee, provisions
under which Participants may select from among hypothetical investment alternatives for such deferred amounts in accordance with
procedures established by the Committee.


 


9.
OTHER EQUITY-BASED AWARDS.


 


The Committee shall have
the right to grant other Awards based upon the Common Stock having such terms and conditions as the Committee may determine, including,
without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and
the grant of limited-partnership or any other membership or ownership interests (which may be expressed as units or otherwise)
in a Subsidiary or operating or other partnership (or other affiliate of the Company), including, without limitation, LTIP Units
in GKK Capital LP, with any Shares being issued in connection with the conversion, exchange or redemption of (or other distribution
on account of) an interest granted under the authority of this clause (ii) to be subject, for the avoidance of doubt, to Section
4 and the other provisions of the Plan.


 


10.
PERFORMANCE GOALS.


 


The Committee, in its
discretion, (i) may establish one or more performance goals as a precondition to the issuance or vesting of Awards, and (ii) provide,
in connection with the establishment of the performance goals, for predetermined Awards to those Participants (who continue to
meet all applicable eligibility requirements) with respect to whom the applicable performance goals are satisfied.


 



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11.
TAX WITHHOLDING.


 


 


11.1    In
General.


 


The Company shall be
entitled to withhold from any payments or deemed payments any amount of tax withholding determined by the Committee to be required
by law. Without limiting the generality of the foregoing, the Committee may, in its discretion, require the Participant to pay
to the Company at such time as the Committee determines the amount that the Committee deems necessary to satisfy the Company’s
obligation to withhold federal, state or local income or other taxes incurred by reason of (i) the exercise of any Option, (ii)
the lapsing of any restrictions applicable to any Restricted Stock, (iii) the receipt of a distribution in respect of Phantom Shares
or Dividend Equivalent Rights or (iv) any other applicable income-recognition event (for example, an election under Section 83(b)
of the Code).


 


11.2    Share
Withholding.


 


(a)    Upon
exercise of an Option, the Optionee may, if approved by the Committee in its discretion, make a written election to have Shares
then issued withheld by the Company from the Shares otherwise to be received, or to deliver previously owned Shares, in order to
satisfy the liability for the minimum withholding taxes due. Alternatively, if so provided in an Award Agreement, the Committee
may require the Optionee to satisfy such liability by having Shares then issued withheld by the Company from the Shares otherwise
to be received, or require the Optionee to do so, subject to the Optionee’s ability to elect to satisfy such liability in
cash. In the event that the Optionee makes, and the Committee permits, such an election, the number of Shares so withheld or delivered
shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable minimum withholding taxes.
Where the exercise of an Option does not give rise to an obligation by the Company to withhold federal, state or local income or
other taxes on the date of exercise, but may give rise to such an obligation in the future, the Committee may, in its discretion,
make such arrangements and impose such requirements as it deems necessary or appropriate.


 


(b)    Upon
lapsing of restrictions on Restricted Stock (or other income-recognition event), the Grantee may, if approved by the Committee
in its discretion, make a written election to have Shares withheld by the Company from the Shares otherwise to be released from
restriction, or to deliver previously owned Shares (not subject to restrictions hereunder), in order to satisfy the liability for
the minimum withholding taxes due. Alternatively, if so provided in an Award Agreement, the Committee may require the Grantee to
satisfy such liability by having Shares withheld by the Company from the Shares otherwise to be released from restriction, or require
the Grantee to do so, subject to the Grantee’s ability to elect to satisfy such liability in cash. In the event that the
Grantee is to satisfy such liability in Shares, the number of Shares so withheld or delivered shall have an aggregate Fair Market
Value on the date of the lapsing of restrictions (or other income-recognition event) sufficient to satisfy the applicable minimum
withholding taxes.


 


(c)    Upon
the making of a distribution in respect of Phantom Shares or Dividend Equivalent Rights, the Grantee may, if approved by the Committee
in its discretion, make a written election to have amounts (which may include Shares) withheld by the Company from the distribution
otherwise to be made, or to deliver previously owned Shares (not subject to restrictions hereunder), in order to satisfy the liability
for the minimum withholding taxes due. Alternatively, if so provided in an Award Agreement, the Committee may require the Grantee
to satisfy such liability by having Shares withheld by the Company from the distribution otherwise to be made, or require the Grantee
to do so, subject to the Grantee’s ability to elect to satisfy such liability in cash. In the event that the Grantee is to
satisfy such liability in Shares, any Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of
distribution sufficient to satisfy the applicable minimum withholding taxes.


 



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(d)    Upon
the occurrence of any other income-recognition event with respect to an Award granted under the Plan that occurs upon or concurrently
with the issuance or vesting of, or lapsing of restrictions on, Common Stock, the Grantee may, if approved by the Committee in
its discretion, make a written election to have Shares withheld by the Company from the Shares otherwise to be issued, vested or
released from restriction, or to deliver previously owned Shares (not subject to restrictions hereunder), in order to satisfy the
liability for the minimum withholding taxes due. Alternatively, if so provided in an Award Agreement, the Committee may require
the Grantee to satisfy such liability by having Shares withheld by the Company from the Shares otherwise to be issued, vested or
released from restriction, or require the Grantee to do so, subject to the Grantee’s ability to elect to satisfy such liability
in cash. In the event that the Grantee is to satisfy such liability in Shares, the number of Shares so withheld or delivered shall
have an aggregate Fair Market Value on the date of such income-recognition event sufficient to satisfy the applicable minimum withholding
taxes.


 


(e)    For
purposes of determining the number of Shares to be withheld or delivered to satisfy the applicable minimum withholding taxes pursuant
to Section 11.2 of the Plan, the Fair Market Value of the Shares shall be calculated in the same manner as the Shares are valued
for purposes of determining the amount of withholding taxes due.


 


11.3     Withholding
Required.


 


Notwithstanding anything
contained in the Plan or the Award Agreement to the contrary, the Participant’s satisfaction of any tax-withholding requirements
imposed by the Committee shall be a condition precedent to the Company’s obligation as may otherwise be provided hereunder
to provide Shares to the Participant and to the release of any restrictions as may otherwise be provided hereunder, as applicable;
and the applicable Option, Restricted Stock, Phantom Shares, Dividend Equivalent Rights or Other Award shall be forfeited upon
the failure of the Participant to satisfy such requirements with respect to, as applicable, (i) the exercise of the Option, (ii)
the lapsing of restrictions on the Restricted Stock (or other income-recognition event), (iii) distributions in respect of any
Phantom Share or Dividend Equivalent Right or (iv) any other income-recognition event with respect an Award granted under the Plan.


 


12.
REGULATIONS AND APPROVALS.


 


(a)    The
obligation of the Company to sell Shares with respect to an Award granted under the Plan shall be subject to all applicable laws,
rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.


 


(b)     The
Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any
government authority or to obtain tax benefits applicable to an Award.


 


(c)     Each
grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) or Dividend Equivalent Rights (or
issuance of Shares in respect thereof), or other Award under Section 9 (or issuance of Shares in respect thereof), is subject to
the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification
of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance
of Options, Shares of Restricted Stock, Phantom Shares, Dividend Equivalent Rights, other Awards or other Shares, no payment shall
be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Award made, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to
the Committee.


 



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(d)    In
the event that the disposition of stock acquired pursuant to the Plan is not covered by a then current registration statement under
the Securities Act, and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the
extent required under the Securities Act, and the Committee may require any individual receiving Shares pursuant to the Plan, as
a condition precedent to receipt of such Shares, to represent to the Company in writing that such Shares are acquired for investment
only and not with a view to distribution and that such Shares will be disposed of only if registered for sale under the Securities
Act or if there is an available exemption for such disposition.


 


(e)     Notwithstanding
any other provision of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement
which, in the good-faith determination of the Company, would result in a material risk of a violation by the Company of Section
13(k) of the Exchange Act.


 


13.
INTERPRETATION AND AMENDMENTS; OTHER RULES.


 


The Committee may make
such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate. Without limiting
the generality of the foregoing, the Committee may (i) determine the extent, if any, to which Options, Phantom Shares or Shares
(whether or not Shares of Restricted Stock) or Dividend Equivalent Rights shall be forfeited (whether or not such forfeiture is
expressly contemplated hereunder); (ii) interpret the Plan and the Award Agreements hereunder, with such interpretations to be
conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Committee’s
interpretation shall not be entitled to deference on and after a Change in Control except to the extent that such interpretations
are made exclusively by members of the Committee who are individuals who served as Committee members before the Change in Control;
and (iii) take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection
with the Plan or the administration or interpretation thereof including any actions, determinations or decisions necessary to comply
with Section 303A.08 or any successor provision of the New York Stock Exchange Listed Company Manual. In the event of any
dispute or disagreement as to the interpretation of the Plan or of any rule, regulation or procedure, or as to any question, right
or obligation arising from or related to the Plan, the decision of the Committee, except as provided in clause (ii) of the foregoing
sentence, shall be final and binding upon all persons. Unless otherwise expressly provided hereunder, the Committee, with respect
to any grant, may exercise its discretion hereunder at the time of the Award or thereafter. The Board may amend the Plan as it
shall deem advisable, except that no amendment may adversely affect a Participant with respect to an Award previously granted unless
such amendments are required in order to comply with applicable laws.


 


14.
CHANGES IN CAPITAL STRUCTURE.


 


(a)    If
(i) the Company or its Subsidiaries shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization,
exchange of shares, sale of all or substantially all of the assets or stock of the Company or its Subsidiaries or a transaction
similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization
or other similar change in the capital structure of the Company or its Subsidiaries, or any distribution to holders of Common Stock
other than ordinary cash dividends (but including special or extraordinary cash dividends), shall occur or (iii) any other event
shall occur which in the judgment of the Committee necessitates action by way of adjusting the terms of the outstanding Awards,
then:


 



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(x)
the maximum aggregate number of Shares which may be made subject to Options and Dividend Equivalent Rights under the Plan after
the effective date hereof, the maximum aggregate number and kind of Shares of Restricted Stock that may be granted under the Plan
after the effective date hereof, the maximum aggregate number of Phantom Shares and other Awards which may be granted under the
Plan after the effective date hereof, shall be appropriately adjusted by the Committee; and


 


(y)
with respect to Awards issued on or after the effective date hereof, the Committee shall take any such action as shall be necessary
to maintain each Participants’ rights hereunder (including under their Award Agreements) with respect to Options, Phantom
Shares and Dividend Equivalent Rights (and, as appropriate, other Awards under Section 9), so that they are substantially proportionate
to the rights existing in such Options, Phantom Shares and Dividend Equivalent Rights (and other Awards under Section 9) prior
to such event, including, without limitation, adjustments in (A) the number of Options, Phantom Shares and Dividend Equivalent
Rights (and other Awards under Section 9) granted, (B) the number and kind of shares or other property to be distributed in respect
of Options, Phantom Shares and Dividend Equivalent Rights (and other Awards under Section 9 as applicable), (C) the Option Price
and Phantom Share Value, and (D) performance-based criteria established in connection with Awards; provided that, the foregoing
clause (D) shall also be applied in the case of any event relating to a Subsidiary if the event would have been covered under this
Section 14(a) had the event related to the Company. For purposes of clause (x) and this clause (y), the manner in which any of
the above described adjustments are made shall in all events be subject to approval of the Committee.


 


To the extent that such action shall include
an increase or decrease in the number of Shares (or units of other property then available) subject to all outstanding Awards,
the number of Shares (or units) available under Section 4 shall be increased or decreased, as the case may be, proportionately,
as may be determined by the Committee.


 


(b)    Any
Shares or other securities distributed to a Grantee with respect to Restricted Stock or otherwise issued in substitution of Restricted
Stock shall be subject to the restrictions and requirements imposed by Section 6, including depositing the certificates therefor
with the Company together with a stock power and bearing a legend as provided in Section 6.2(a).


 


(c)     If
the Company shall be consolidated or merged with another corporation or other entity, each Grantee who has received Restricted
Stock that is then subject to restrictions imposed by Section 6.3(a) may be required to deposit with the successor corporation
the certificates, if any, for the stock or securities or the other property that the Grantee is entitled to receive by reason of
ownership of Restricted Stock in a manner consistent with Section 6.2(b), and such stock, securities or other property shall become
subject to the restrictions and requirements imposed by Section 6.3(a), and the certificates therefor or other evidence thereof
shall bear a legend similar in form and substance to the legend set forth in Section 6.2(a).


 


(d)     If
a Change in Control shall occur, then the Committee, as constituted immediately before the Change in Control, may make such adjustments
as it, in its discretion, determines are necessary or appropriate in light of the Change in Control, provided that the Committee
determines that such adjustments do not have an adverse economic impact on the Participant as determined at the time of the adjustments.


 



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(e)     The
judgment of the Committee with respect to any matter referred to in this Section 14 shall be conclusive and binding upon each Participant
without the need for any amendment to the Plan.


 


15.
MISCELLANEOUS.


 


15.1     No
Rights to Employment or Other Service.


 


Nothing in the Plan or
in any grant made pursuant to the Plan shall confer on any individual any right to continue in the employ or other service of the
Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries and its shareholders to terminate
the individual’s employment or other service at any time.


 


15.2     
Right of First Refusal; Right of Repurchase.


 


At the time of grant,
the Committee may provide in connection with any grant made under the Plan that Shares received hereunder shall be subject to a
right of first refusal pursuant to which the Company shall be entitled to purchase such Shares in the event of a prospective sale
of the Shares, subject to such terms and conditions as the Committee may specify at the time of grant or (if permitted by the Award
Agreement) thereafter, and to a right of repurchase, pursuant to which the Company shall be entitled to purchase such Shares at
a price determined by, or under a formula set by, the Committee at the time of grant or (if permitted by the Award Agreement) thereafter.


 


15.3     
No Fiduciary Relationship.


 


Nothing contained in
the Plan (including without limitation Sections 7.5(c) and 8.4), and no action taken pursuant to the provisions of the Plan, shall
create or shall be construed to create a trust of any kind, or a fiduciary relationship between the Company or its Subsidiaries,
or their officers or the Committee, on the one hand, and the Participant, the Company, its Subsidiaries or any other person or
entity, on the other.


 


15.4     No
Fund Created.


 


Any and all payments
hereunder to any Participant under the Plan shall be made from the general funds of the Company (or, if applicable, a Participating
Company), no special or separate fund shall be established or other segregation of assets made to assure such payments, and the
Phantom Shares (including for purposes of this Section 15.4 any accounts established to facilitate the implementation of Section
7.4(c)) and any other similar devices issued hereunder to account for Plan obligations do not constitute Common Stock and shall
not be treated as (or as giving rise to) property or as a trust fund of any kind; provided, however, that the Company may establish
a mere bookkeeping reserve to meet its obligations hereunder or a trust or other funding vehicle that would not cause the Plan
to be deemed to be funded for tax purposes or for purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended. The obligations of the Company under the Plan are unsecured and constitute a mere promise by the Company to make benefit
payments in the future and, to the extent that any person acquires a right to receive payments under the Plan from the Company,
such right shall be no greater than the right of a general unsecured creditor of the Company. (If any affiliate of the Company
is or is made responsible with respect to any Awards, the foregoing sentence shall apply with respect to such affiliate.) Without
limiting the foregoing, Phantom Shares and any other similar devices issued hereunder to account for Plan obligations are solely
a device for the measurement and determination of the amounts to be paid to a Grantee under the Plan, and each Grantee’s
right in the Phantom Shares and any such other devices is limited to the right to receive payment, if any, as may herein be provided.


 



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15.5     Notices.


 


All notices under the
Plan shall be in writing, and if to the Company, shall be delivered to the Board or mailed to its principal office, addressed to
the attention of the Board; and if to the Participant, shall be delivered personally, sent by facsimile transmission or mailed
to the Participant at the address appearing in the records of the Company. Such addresses may be changed at any time by written
notice to the other party given in accordance with this Section 15.5.


 


15.6     Exculpation
and Indemnification.


 


The Company shall indemnify
and hold harmless the members of the Board and the members of the Committee from and against any and all liabilities, costs and
expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such person’s
duties, responsibilities and obligations under the Plan, to the maximum extent permitted by law.


 


15.7     Compliance
with Section 409A of the Code.


 


(a)     Any
Award Agreement issued under the Plan that is subject to Section 409A of the Code shall include such additional terms and conditions
as may be required to satisfy the requirements of Section 409A of the Code.


 


(b)    With
respect to any Award issued under the Plan that is subject to Section 409A of the Code, and with respect to which a payment or
distribution is to be made upon a Termination of Service, if the Participant is determined by the Company to be a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and any of the Company’s stock is publicly traded
on an established securities market or otherwise, such payment or distribution may not be made before the date which is six months
after the date of Termination of Service (to the extent required under Section 409A of the Code).


 


(c)     Notwithstanding
any other provision of the Plan, the Board and the Committee shall administer the Plan, and exercise authority and discretion under
the Plan, to satisfy the requirements of Section 409A of the Code or any exemption thereto.


 


15.8     Captions.


 


The use of captions
in this Plan is for convenience. The captions are not intended to provide substantive rights.


 


15.9     Governing
Law.


 


THE PLAN SHALL BE GOVERNED
BY THE LAWS OF MARYLAND WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.


 



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