Exhibit 10.1


 


FIVE STAR SENIOR LIVING INC.


 


AMENDED AND RESTATED 2014 EQUITY COMPENSATION
PLAN


 


EFFECTIVE JUNE 9, 2020


 


 


		1.	PURPOSE



 


The purpose of this Amended and Restated 2014 Equity Compensation
Plan (the "Plan") is to encourage employees, officers, directors and other individuals (whether or not employees) who
render services to Five Star Senior Living Inc. (the "Company") and its Subsidiaries (as hereinafter defined), to continue
their association with the Company and its Subsidiaries by providing opportunities for them to participate in the ownership of
the Company and in its future growth through the granting of options to acquire the Company's stock ("Options"), stock
awards, including stock to be transferred subject to restrictions ("Stock Awards") and other rights, including Stock
Appreciation Rights (as defined in Section 6), to receive compensation in amounts determined by the value of the Company's stock
("Other Rights"). The term "Subsidiary" as used in the Plan means a corporation or other business entity of
which the Company owns, directly or indirectly through an unbroken chain of ownership, fifty percent or more of the total combined
voting power of all classes of stock, in the case of a corporation, or fifty percent or more of the total combined interests by
value, in the case of any other type of business entity.


 


		2.	ADMINISTRATION OF THE PLAN



 


The Plan shall be administered by the Compensation Committee
of the Company's Board of Directors (the "Board") or by the Board itself. The Compensation Committee shall from time
to time determine to whom awards shall be granted under the Plan, whether Options granted shall be incentive stock options ("ISOs")
or nonqualified stock options ("NSOs"), the terms of the Options (including vesting provisions) and the number of shares
of Common Stock (as hereinafter defined) that may be granted under Options, and the number of shares subject to (and other terms
of) Stock Awards or Other Rights. The Compensation Committee shall report to the Board the names of individuals to whom Options,
Stock Awards or Other Rights are to be granted, the number of shares covered and the terms and conditions of each grant. The determinations
and actions described in this Section 2 and elsewhere in the Plan may be made by the Compensation Committee or by the Board, as
the Board shall direct in its discretion, and references in the Plan to the Compensation Committee shall be understood to refer
to the Board in any such case. The Compensation Committee shall have the authority to adopt, amend and rescind such rules and regulations
as, in its opinion, may be advisable in the administration of the Plan. All questions of interpretation and application of such
rules and regulations of the Plan and of awards granted hereunder shall be subject to the determination of the Compensation Committee
in its discretion, which determination shall be final and binding. The Plan is intended to be administered in such a manner as
to permit those Options granted hereunder and specially designated under Section 5 hereof as an ISO to qualify as incentive stock
options as described in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be construed
in a manner consistent with that interpretation. For so long as Section 16 of the Securities Exchange Act of 1934, as amended from
time to time (the "Exchange Act"), is applicable to the Company, each member of the Committee shall be a "non-employee
director" or the equivalent within the meaning of Rule 16b-3 under the Exchange Act, and shall meet such other requirements
as the Board may determine to be necessary or appropriate.


 


With respect to persons subject to Section 16 of the Exchange
Act ("Insiders"), transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or
its successor under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it
shall be deemed to be modified so as to be in compliance with such Rule, or, if such modification is not possible, it shall be
deemed to be null and void, to the extent permitted by law and deemed advisable by the Committee.


 






    	 	 	 



     


    

 


		3.	STOCK SUBJECT TO THE PLAN



 


The total number of shares of capital stock of the Company that
may be subject to Options, Stock Awards and Other Rights under the Plan shall be 2,907,259 shares of the Company's common stock,
par value $0.01 per share (the "Common Stock"), inclusive of shares of Common Stock subject to awards outstanding on
the Restatement Effective Date (as defined below). All of shares of capital stock of the Company available under the Plan may be
granted as ISOs. Shares issued under the Plan may be from authorized but unissued shares of Common Stock. The maximum number of
shares of Common Stock subject to ISOs that may be granted to any Optionee in the aggregate in any calendar year shall not exceed
100,000 shares. The limits set forth in this Section 3 shall be subject to adjustment in accordance with the provisions of Section
10. Awards (including those issued under the Plan prior to the Restatement Effective Date) that fail to vest or, if applicable,
are not fully exercised prior to the award's expiration or termination shall again become available for grant under the terms of
the Plan.


 


		4.	ELIGIBILITY



 


The individuals who shall be eligible to receive Option grants,
Stock Awards and Other Rights under the Plan shall be employees, officers, directors and other individuals who render services
to the management, operation or development of the Company or a Subsidiary and who have contributed or may be expected to contribute
to the success of the Company or a Subsidiary. ISOs shall not be granted to any individual who is not (i) an employee of the Company
or (ii) an employee of a Subsidiary who is treated as an employee of the Company for purposes of Section 422 of the Code. The term
 "Optionee," as used in the Plan, refers to any individual to whom an Option has been granted.


 


		5.	TERMS AND CONDITIONS OF OPTIONS



 


Every Option shall be evidenced by a written Stock Option Agreement
in such form as the Compensation Committee shall approve from time to time, specifying the number of shares of Common Stock that
may be purchased pursuant to the Option, the time or times at which the Option shall become exercisable in whole or in part, whether
the Option is intended to be an ISO or an NSO and such other terms and conditions as the Compensation Committee shall approve,
and containing or incorporating by reference the following terms and conditions.


 


		(a)	Duration. Each Option shall expire not later than ten years from its date of grant; provided, however, that no
ISO granted to an employee who owns (directly or under the attribution rules of Section 424(d) of the Code) stock possessing more
than ten percent of the total combined voting power of all classes of stock of the Company or any Subsidiary shall expire later
than five years from its date of grant.



 


		(b)	Exercise Price. The exercise price per share for each Option shall be at least 100 percent of the Fair Market
Value (as hereinafter defined) of the shares on the date on which the Compensation Committee awards the Option, which shall be
considered the date of grant of the Option for purposes of fixing the price; and provided, further, that the price with respect
to an ISO granted to an employee who at the time of grant owns (directly or under the attribution rules of Section 424(d) of the
Code) stock representing more than ten percent of the voting power of all classes of stock of the Company or of any Subsidiary
shall be at least 110 percent of the Fair Market Value of the shares on the date of grant of the ISO. For purposes of the Plan,
the "Fair Market Value" of a share of Common Stock at any particular date shall be determined according to the following
rules: (i) if the Common Stock is not at the time listed or admitted to trading on a stock exchange or the NASDAQ, the Fair Market
Value shall be the closing price of the Common Stock on the date in question in the over-the-counter market, as such price is reported
in a publication of general circulation selected by the Board and regularly reporting the price of the Common Stock in such market,
including any market that is outside of the United States; provided, however, that if the price of the Common Stock is not so reported,
the Fair Market Value shall be determined in good faith by the Board, which may take into consideration (1) the price paid for
the Common Stock in the most recent trade of a substantial number of shares known to the Board to have occurred at arm's length
between willing and knowledgeable investors, (2) an appraisal by an independent party or (3) any other method of valuation undertaken
in good faith by the Board, or some or all of the above as the Board shall in its discretion elect; or (ii) if the Common Stock
is at the time listed or admitted to trading on any stock exchange, including any market that is outside of the United States,
or the NASDAQ, then the Fair Market Value shall be the closing sale price of the Common Stock on the date in question on the principal
exchange or the NASDAQ, as the case may be, on which the Common Stock is then listed or admitted to trading. If no reported sale
of Common Stock takes place on the date in question on the principal exchange or the NASDAQ, as the case may be, then the most
recent previous reported closing sale price of the Common Stock (or, in the Board's discretion, the reported closing asked price)
of the Common Stock on such date on the principal exchange or the NASDAQ, as the case may be, shall be determinative of Fair Market
Value. Without limitation of the authority of the Compensation Committee under Section 10 hereof, unless approved by the Company's
stockholders, no Option shall be settled, canceled, forfeited, exchanged or surrendered in exchange or otherwise in consideration
for either (A) a new Option or SAR (as defined below) with an exercise price that is less than that of such settled, canceled,
forfeited, exchanged or surrendered Option (B) a Stock Award or Other Right with an intrinsic value at issuance in an amount greater
than the excess of the Fair Market Value of the Common Stock over the exercise price per share applicable to the Option or (C)
in exchange for a payment in cash in an amount greater than the excess of the Fair Market Value of the Common Stock over the exercise
price per share applicable to the Option.



 


 



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		(c)	Method of Exercise. To the extent that it has become exercisable under the terms of the Stock Option Agreement,
an Option may be exercised from time to time by notice acceptable to the Chief Executive Officer of the Company, or his delegate,
stating the number of shares with respect to which the Option is being exercised and accompanied by payment of the exercise price
(and any applicable withholding tax) in cash or check payable to the Company or, if the Stock Option Agreement so provides, other
payment or deemed payment described in this Section 5(c). Such notice shall be delivered in person to the Chief Executive Officer
of the Company, or his delegate, or shall be sent by registered mail, return receipt requested, to the Chief Executive Officer
of the Company, or his delegate, in which case delivery shall be deemed made on the date such notice is deposited in the mail.



 


Alternatively, payment of the exercise price
may be made:


 


		(i)	In whole or in part in shares of Common Stock already owned by the Optionee or to be received upon exercise of the Option;
provided, however, that such shares are fully vested and free of all liens, claims and encumbrances of any kind; and provided,
further, that the Optionee may not make payment in shares of Common Stock that he acquired upon the earlier exercise of any ISO
(or other "incentive stock option"), unless he has held the shares for at least two years after the date the ISO was
granted and at least one year after the date the ISO was exercised. If payment is made in whole or in part in shares of Common
Stock, then, in the case of certificated shares, the Optionee shall deliver to the Company stock certificates registered in his
name representing a number of shares of Common Stock legally and beneficially owned by him, fully vested and free of all liens,
claims and encumbrances of every kind and having a Fair Market Value on the date of delivery that is not greater than the exercise
price, such stock certificates to be duly endorsed, or accompanied by stock powers duly endorsed, by the record holder of the shares
represented by such stock certificates. The Compensation Committee may approve comparable procedures to those set forth in the
preceding sentence in the event of shares held in book-entry form. If the exercise price exceeds the Fair Market Value of the shares
for which stock certificates are delivered, the Optionee shall also deliver cash or a check payable to the order of the Company
in an amount equal to the amount of that excess or, if the Stock Option Agreement so provides, his promissory note as described
in paragraph (2) of this Section 5(c); or



  


		(ii)	To the extent permitted under applicable law, by payment in cash of the par value of the Common Stock to be acquired and by
payment of the balance of the exercise price in whole or in part by delivery of the Optionee's recourse promissory note, in a form
specified by the Company, secured by the Common Stock acquired upon exercise of the Option and such other security as the Compensation
Committee may require.



 


In the case of an exercise pursuant to clause (1)
or (2) above, the Company may require the Optionee to pay to the Company in cash or by check, the amount of any withholding tax
due in connection with the exercise. At the time specified in an Optionee's notice of exercise, the Company shall, without issue
or transfer tax to the Optionee, in the discretion of the Company, either (A) register the Optionee's ownership of such shares
in book-entry form or (B) deliver to him at the main office of the Company, or such other place as shall be mutually acceptable,
a stock certificate for the shares as to which his Option is exercised. If the Optionee fails to pay for or to accept delivery
of all or any part of the number of shares specified in his notice upon tender of delivery thereof, his right to exercise the Option
with respect to those shares shall be terminated, unless the Company otherwise agrees.


 


		(d)	Exercisability. An Option may be exercised so long as it is outstanding from time to time in whole or in part,
to the extent and subject to the terms and conditions that the Compensation Committee in its discretion may provide in the Stock
Option Agreement. Such terms and conditions shall include provisions for exercise within twelve (12) months after his or her death
or disability (within the meaning of Section 22(e)(3)) of the Code, provided that no Option shall be exercisable after the expiration
of the maximum term of the Option. Except as the Compensation Committee in its discretion may otherwise provide in the Stock Option
Agreement, an Option shall cease to be exercisable upon the expiration of ninety (90) days following the termination of the Optionee's
employment with, or his other provision of services to, the Company or a subsidiary, subject to the expiration of the maximum term
of the Option and Section 10 hereof.



 


 



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		(e)	Notice of ISO Stock Disposition. The Optionee must notify the Company promptly in the event that he sells, transfers,
exchanges or otherwise disposes of any shares of Common Stock issued upon exercise of an ISO before the later of (i) the second
anniversary of the date of grant of the ISO and (ii) the first anniversary of the date the shares were issued upon his exercise
of the ISO.






 


		(f)	No Rights as Stockholder. An Optionee shall have no rights as a stockholder with respect to any shares covered
by an Option until the date of either registration of the Optionee's ownership of such shares in book-entry form or the issuance
of a stock certificate to him for the shares. No adjustment shall be made for dividends or other rights for which the record date
is earlier than the date the stock certificate is issued (or ownership is registered by book-entry), other than as required or
permitted pursuant to Section 10.






 


		(g)	Transferability of Options. Options shall not be transferable by the Optionee otherwise than by will or under
the laws of descent and distribution, and shall be exercisable during his or her lifetime only by the Optionee, except that the
Compensation Committee may specify in a Stock Option Agreement that pertains to an NSO that the Optionee may transfer such NSO
to a member of the Immediate Family of the Optionee, to a trust solely for the benefit of the Optionee and the Optionee's Immediate
Family, or to a partnership or limited liability company whose only partners or members are the Optionee and members of the Optionee's
Immediate Family. "Immediate Family" shall mean, with respect to any Optionee, such Optionee's child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and shall include adoptive relationships.



 


		6.	STOCK APPRECIATION RIGHTS



 


The Committee may grant Stock Appreciation Rights ("SARs")
in respect of such number of Common Stock subject to the Plan as it shall determine, in its discretion, and may grant SARs either
separately or in connection with Options, as described in the following sentence. An SAR granted in connection with an Option may
be exercised only to the extent of the surrender of the related Option, and to the extent of the exercise of the related Option
the SAR shall terminate. Common Stock covered by an Option that terminates upon the exercise of a related SAR shall cease to be
available under the Plan. The terms and conditions of an SAR related to an Option shall be contained in the Stock Option Agreement,
and the terms of an SAR not related to any Option shall be contained in an SAR Agreement. The base value per share for share subject
to an SAR shall be at least 100 percent of the Fair Market Value of the shares on the date on which the Compensation Committee
awards the SAR. Without limitation of the authority of the Compensation Committee under Section 10 hereof, unless approved by the
Company's stockholders, no SAR shall be settled, canceled, forfeited, exchanged or surrendered in exchange or otherwise in consideration
for (A) a new SAR or Option with a base value per share or exercise price that is less than that of such settled, canceled, forfeited,
exchanged or surrendered SAR, (B) a Stock Award or Other Right with an intrinsic value at issuance in an amount greater than the
excess of the Fair Market Value of the Common Stock over the exercise price per share applicable to the Option or (C) in exchange
for a payment in cash in an amount greater than the excess of the Fair Market Value of the Common Stock over the base value per
share applicable to the SAR. Upon exercise of an SAR, the Optionee shall be entitled to receive from the Company an amount equal
to the excess of the Fair Market Value, on the exercise date, of the number of shares of Common Stock as to which the SAR is exercised,
over the exercise price for those shares under a related Option or, if there is no related Option, over the base value stated in
the SAR Agreement. Any amount payable by the Company upon exercise of an SAR shall be paid in the form of cash or other property
(including Common Stock), as provided in the Stock Option Agreement or SAR Agreement governing the SAR.


 


		7.	STOCK AWARDS



 


The Compensation Committee may grant or award Stock Awards in
respect of such number of shares of Common Stock, and subject to such terms or conditions (if any), as it shall determine and specify
in a Stock Award Agreement, and may award shares of Common Stock which are not subject to vesting or forfeiture conditions. The
Compensation Committee may provide in a Stock Option Agreement for an Option to be exercisable for Common Stock subject to forfeiture
conditions and restrictions on transfer ("Restricted Stock").


 






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A holder of Restricted Stock shall have all of the rights of
a stockholder of the Company, including the right to vote the shares and the right to receive any cash dividends, unless the Compensation
Committee shall otherwise determine. Unless a grantee's Restricted Stock Agreement provides to the contrary, unvested shares of
Restricted Stock granted under the Plan shall not be transferred without the written consent of the Compensation Committee. In
addition, at the time of termination for any reason of a grantee's employment or other service relationship with the Company or
a Subsidiary, the Company shall have the right, in the case of unvested Restricted Stock, (1) to cause the forfeiture of such shares
of Restricted Stock for no consideration (2) to purchase all or any of such shares of Restricted Stock at a price equal to the
lower of (a) the price paid to the Company for such shares of Restricted Stock or (b) the Fair Market Value of such shares of Restricted
Stock at the time of repurchase, (3) to waive vesting requirements, (4) to permit continued vesting based on such criteria as the
Compensation Committee shall determine or (5) to provide for such other treatment as the Compensation Committee shall determine
and set forth in the applicable agreement.. Nothing in the Plan shall be construed to give any person the right to require the
Company to purchase any Common Stock granted as Restricted Stock.


 


Certificates representing Restricted Stock shall be imprinted
with a legend to the effect that the shares represented may not be sold, exchanged, transferred, pledged, hypothecated or otherwise
disposed of except in accordance with the terms of the Restricted Stock Agreement. If shares of Restricted Stock are held in book
entry form, statements evidencing those shares shall include a similar legend. If the Compensation Committee so determines, the
holder of Restricted Stock may be required to deposit certificates representing the Restricted Stock with the President, Treasurer,
Secretary or other officer of the Company or with an escrow agent designated by the Compensation Committee, together with a stock
power or other instrument of transfer appropriately endorsed in blank.


 


		8.	METHOD OF GRANTING OPTIONS, STOCK AWARDS AND OTHER RIGHTS



 


The grant of Options, Stock Awards and Other Rights shall be
made by action of the Compensation Committee; provided, however, that if an individual to whom a grant has been made fails to execute
and deliver to the Compensation Committee a Stock Option Agreement, Stock Award Agreement or agreement with respect to an Other
Award within thirty days after it is submitted to him, the Option, Stock Award or Other Award granted under the agreement shall
be voidable by the Company at its election, without further notice to the grantee.


 


		9.	REQUIREMENTS OF LAW



 


The Company shall not be required to transfer Common Stock or
to sell or issue any shares upon the exercise of any Option or SAR or Other Award if the issuance of such shares will result in
a violation by the recipient or the Company of any provisions of any law, statute or regulation of any governmental authority.
Specifically, in connection with the Securities Act of 1933, as amended from time to time (the "Securities Act"), the
Company shall not be required to issue shares unless the Compensation Committee has received evidence satisfactory to it to the
effect that the holder of the Restricted Stock or the Option or SAR or Other Award will not transfer such shares except pursuant
to a registration statement in effect under the Securities Act or unless an opinion of counsel satisfactory to the Company has
been received by the Company to the effect that registration is not required. Any determination in this connection by the Compensation
Committee shall be conclusive. The Company shall not be obligated to take any other affirmative action in order to cause the transfer
of Common Stock to comply with any law or regulations of any governmental authority, including, without limitation, the Securities
Act or applicable state securities laws.


 


		10.	CHANGES IN CAPITAL STRUCTURE



 


In the event that the outstanding shares of Common Stock are
hereafter changed for a different number or kind of shares or other securities of the Company, by reason of a reorganization, recapitalization,
exchange of shares, stock split, combination of shares or dividend payable in shares or other securities or in the event of a similar
corporate event, a corresponding adjustment shall be made by the Compensation Committee in the number and kind of shares or other
securities covered by outstanding Options, Stock Awards and Other Rights and for which Options, Stock Awards and Other Rights may
be granted under the Plan. Any such adjustment in outstanding Options shall be made without change in the total price applicable
to the unexercised portion of the Option, but the price per share specified in each Stock Option Agreement shall be correspondingly
adjusted; provided, however, that no adjustment shall be made with respect to an ISO that would constitute a modification as defined
in Section 424 of the Code without the consent of the holder. Any such adjustment made by the Compensation Committee shall be conclusive
and binding upon all affected persons, including the Company and all award recipients.


 


If while unexercised Options remain outstanding under the Plan
the Company merges or consolidates with a wholly-owned subsidiary for the purpose of reincorporating itself under the laws of another
jurisdiction, the Optionees will be entitled to acquire shares of common stock of the reincorporated Company upon the same terms
and conditions as were in effect immediately prior to such reincorporation (unless such reincorporation involves a change in the
number of shares or the capitalization of the Company, in which case proportional adjustments shall be made as provided above)
and the Plan, unless otherwise rescinded by the Board, will remain the Plan of the reincorporated Company.


 






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Except as otherwise provided in the preceding paragraph, if
the Company or a subsidiary is merged or consolidated with another corporation, whether or not the Company is the surviving entity,
or if the Company is liquidated or sells or otherwise disposes of all or substantially all of its assets to another entity while
unexercised awards remain outstanding under the Plan, or if other circumstances occur in which the Compensation Committee in its
sole and absolute discretion deems it appropriate for the provisions of this paragraph to apply (in each case, an "Applicable
Event"), then: (a) in the discretion of the Compensation Committee, each holder of an outstanding award under the plan shall
be entitled, upon exercise or vesting of the award (as applicable), to receive in lieu of shares of Common Stock, such stock or
other securities or property as he or she would have received had he exercised or vesting in the award immediately prior to the
Applicable Event; or (b) the Compensation Committee may, in its sole and absolute discretion, cancel all outstanding and unexercised
awards as of the effective date of any such Applicable Event; or (c) the Compensation Committee may, in its sole discretion, convert
some or all awards under the Plan into awards to purchase (or with respect to) the stock or other securities of the surviving corporation
pursuant to an Applicable Event; or (d) the Compensation Committee may, in its sole and absolute discretion, cause the outstanding
and unexercised awards to be cancelled in exchange for a payment in cash equal to the value (if any) of the shares subject to such
award (less any applicable exercise or base price), pursuant to an Applicable Event; provided, however, that notice of any cancellation
pursuant to clause (b) above shall be given to each holder of an Option or SAR not less than thirty days preceding the effective
date of such Applicable Event. The Compensation Committee may, in its sole discretion, provide for a combination of the foregoing
treatments and/or for different treatment hereunder of different awards and there is no requirement for all awards of the same
type to receive the same treatment hereunder. Notwithstanding the foregoing, immediately upon the occurrence of a "Change
in Control" or "Termination Event" (as each is defined on Exhibit A hereto) all awards issued and outstanding under
the Plan shall become fully vested and exercisable (as the case may be), whether or not the holder of the award experiences a termination
of employment or service in connection with the Change in Control.


 


Except as expressly provided to the contrary in this Section
10 or as otherwise determined by the Compensation Committee, the issuance by the Company of shares of stock of any class for cash
or property or for services, either upon direct sale, upon the exercise of rights or warrants, upon conversion of shares or obligations
of the Company convertible into such shares or other securities or otherwise, shall not affect the number, class or price of shares
of Common Stock then subject to outstanding Options, Stock Awards or Other Rights.


 


		11.	FORFEITURE FOR DISHONESTY, VIOLATION OF AGREEMENTS OR TERMINATION FOR CAUSE



 


Notwithstanding any provision of the Plan to the contrary, if
the Compensation Committee determines, after full consideration of the facts, that:


 


		(a)	the Optionee (or holder of a Stock Award or Other Right) has been engaged in fraud, embezzlement or theft in the course of
his or her employment by or involvement with the Company or a Subsidiary, has made unauthorized disclosure of trade secrets or
other proprietary information of the Company or a Subsidiary or of a third party who has entrusted such information to the Company
or a Subsidiary, or has been convicted of a felony, or crime involving moral turpitude or any other crime which reflects negatively
upon the Company; or



 


		(b)	the Optionee (or holder of a Stock Award or Other Right) has violated the terms of any employment, noncompetition, nonsolicitation,
confidentiality, nondisclosure or other similar agreement with the Company to which he is a party; or



 


		(c)	the employment or involvement with the Company or a Subsidiary of the Optionee (or holder of a Stock Award or Other Right)
was terminated for "cause," as defined in any employment agreement with the Optionee (or holder of a Stock Award or Other
Right), if applicable, or if there is no such agreement, as determined by the Compensation Committee, which may determine that
 "cause" includes among other matters the willful failure or refusal of the Optionee (or holder of a Stock Award or Other
Right) to perform and carry out his or her assigned duties and responsibilities diligently and in a manner satisfactory to the
Compensation Committee;



 


then the recipient's right to exercise an Option or SAR shall
terminate as of the date of such act (in the case of (a) or (b)) or such termination (in the case of (c)), the recipient shall
forfeit all unexercised Options and SARS (or the holder shall forfeit all Other Rights) and the Company shall have the right to
repurchase all or any part of the shares of Common Stock acquired by the recipient upon any previous exercise of any Option or
SAR (or any previous acquisition by the holder of a Stock Award, whether then vested or unvested), at a price equal to the lower
of (a) the amount paid to the Company upon such exercise or acquisition, or (b) the Fair Market Value of such shares at the time
of repurchase. If an Optionee or holder of a SAR whose behavior the Company asserts falls within the provisions of the clauses
above has exercised or attempts to exercise an Option or SAR prior to consideration of the application of this Section 11 or prior
to a decision of the Compensation Committee, the Company shall not be required to recognize such exercise until the Compensation
Committee has made its decision and, in the event any exercise shall have taken place, it shall be of no force and effect (and
shall be void ab initio) if the Compensation Committee makes an adverse determination; provided, however, that if the Compensation
Committee finds in favor of the recipient then the recipient will be deemed to have exercised the Option or SAR as of the date
he or she originally gave notice of his or her attempt to exercise or actual exercise, as the case may be. The decision of the
Compensation Committee as to the cause of an Optionee's (or holder of a Stock Award or Other Right) discharge and the damage done
to the Company shall be final, binding and conclusive. No decision of the Compensation Committee, however, shall affect in any
manner the finality of the discharge of such Optionee (or holder of a Stock Award or Other Right) by the Company. For purposes
of this Section 11, reference to the Company shall include any Subsidiary. Notwithstanding anything herein to the contrary, the
Compensation Committee may provide, either in an award agreement or separately, that the provisions of this Section 11 shall not
apply following a change in control of the Company (as defined by the Compensation Committee).


 






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		12.	MISCELLANEOUS



 


		(a)	No Guarantee of Employment or Other Service Relationship. Neither the Plan nor any Stock Option Agreement, Stock
Award Agreement or agreement with respect to an Other Award shall give an employee the right to continue in the employment of the
Company or a Subsidiary or give the Company or a Subsidiary the right to require an employee to continue in employment.



 


Neither the Plan nor any Stock Option Agreement, Stock
Award Agreement or agreement with respect to an Other Award shall give a director or other service provider the right to continue
to perform services for the Company or a Subsidiary or give the Company or a Subsidiary the right to require the director or service
provider to continue to perform services.


 


		(b)	Tax Withholding. To the extent required by law, the Company shall withhold or cause to be withheld income and
other taxes with respect to any income recognized by a recipient by reason of the exercise or vesting of an Option or Stock Award,
or payments with respect to Other Rights, and as a condition to the receipt of any Option, Stock Award or Other Right the Optionee
shall agree that if the amount payable to him by the Company and any Subsidiary in the ordinary course is insufficient to pay such
taxes, then he shall upon the request of the Company pay to the Company an amount sufficient to satisfy its tax withholding obligations.



 


Without limiting the foregoing, the Compensation Committee
may in its discretion permit any Optionee's (or holder of a Stock Award or Other Right) withholding obligation to be paid in whole
or in part in the form of shares of Common Stock by withholding from the shares to be issued or by accepting delivery from the
Optionee (or holder of a Stock Award or Other Right) of shares already owned by him. The Fair Market Value of the shares for such
purposes shall be determined as set forth in Section 5(b). An Optionee (or holder of a Stock Award or Other Right) may not make
any such payment in the form of shares of Common Stock acquired upon the exercise of an ISO until the shares have been held by
him for at least two years after the date the ISO was granted and at least one year after the date the ISO was exercised. If payment
of withholding taxes is made in whole or in part in shares of Common Stock, the Optionee (or holder of a Stock Award or Other Right)
shall deliver to the Company stock certificates registered in his name representing shares of Common Stock legally and beneficially
owned by him, fully vested and free of all liens, claims and encumbrances of every kind, duly endorsed or accompanied by stock
powers duly endorsed by the record holder of the shares represented by such stock certificates. The Compensation Committee may
approve comparable procedures to those set forth in the preceding sentence in the event of shares held in book-entry form. If the
Optionee (or holder of a Stock Award or Other Right) is subject to Section 16(a) of the Exchange Act, his ability to pay his withholding
obligation in the form of shares of Common Stock shall be subject to such additional restrictions as may be necessary to avoid
any transaction that might give rise to liability under Section 16(b) of the Exchange Act.


 


		(c)	Use of Proceeds. The proceeds from the issuance of shares pursuant to the exercise of Options shall constitute
general funds of the Company.



 





		(d)	Certain Vesting Rules. Notwithstanding anything in the Plan to the contrary, the Compensation Committee shall have the
authority to (1) grant awards hereunder to members of the Board that are, to the extent determined by the Compensation Committee,
vested upon grant and (2) accelerate awards upon a termination of a participant’s employment or service (which the Compensation
Committee may do in its discretion); any such acceleration provisions may be (but are not required to be) set forth in an award
agreement (which may, without limitation, provide for accelerated vesting upon the death of a participant or upon a change in control
or similar event).



 






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		(e)	Construction. All masculine pronouns used in this Plan shall include both sexes; the singular shall include the
plural and the plural the singular unless the context otherwise requires. The titles of the sections of the Plan are included for
convenience only and shall not be construed as modifying or affecting their provisions. Any reference herein to a statutory or
regulatory provision includes the provision as amended, supplemented, or replaced.



 


		(f)	Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Maryland,
without regard to the principles of conflict of laws.






 


		13.	EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF PLAN



 


The Plan was originally effective as of the date of the Company's
2014 Annual Meeting of Stockholders, and this amendment and restatement shall be effective as of the date of the Company's 2020
Annual Meeting of Stockholders (the "Restatement Effective Date") subject to approval by the holders of a majority of
the outstanding shares of capital stock present, or represented, and entitled to vote thereon (voting as a single class) at a duly
held meeting of the stockholders of the Company. Awards of Options, Other Rights or Stock Awards that are conditioned upon the
approval of the Plan by the stockholders may be granted prior to approval. The Compensation Committee may grant Options, Stock
Awards or Other Rights under the Plan from time to time until the close of business on June 9, 2030. The Board may at any time
amend the Plan; provided, however, that without approval of the Company's stockholders there shall be no: (a) change in the number
of shares of Common Stock that may be issued under the Plan, except by operation of the provisions of Section 10, either to any
one participant or in the aggregate; (b) change in the class of persons eligible to receive Options, Stock Award or Other Rights;
or (c) other change in the Plan that requires stockholder approval under applicable law or regulation. No amendment shall adversely
affect outstanding Options (or Stock Awards or Other Rights) without the consent of the Optionee (or holder of the Stock Award
or Other Right). The Plan may be terminated at any time by action of the Board, but any such termination will not terminate any
Option, Stock Award or Other Right then outstanding without the consent of the Optionee or the holder of such Stock Award or Other
Right.


 




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EXHIBIT A


 


A “Change in Control” shall be deemed to have occurred
if any of the events set forth in any one of the following paragraphs shall have occurred:


 


		(a)	any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more
of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding
securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in paragraph (c)(i)
below;



 


		(b)	the following individuals cease for any reason to constitute a majority of the number of Directors then serving: individuals
who, on the date of the Agreement, constitute the Board and any new Director (other than a Director whose initial assumption of
office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating
to the election of Directors) whose appointment or election by the Board or nomination for election by the Company’s stockholders
was approved or recommended by a vote of at least two-thirds (2/3) of the Directors then in office who either were Directors on
the date of the Agreement or whose appointment, election or nomination for election was previously so approved or recommended;



 


		(c)	there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any
other entity, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company
or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned
by such Person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting
power of the Company’s then outstanding securities; or



 


		(d)	the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated
an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, 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 stockholders of the Company in substantially the same proportions
as their ownership of the Company immediately prior to such sale.



 


A “Termination Event” shall occur if The RMR Group
LLC (or any entity controlled by, under common control with or controlling The RMR Group LLC) ceases to be the manager or shared
services provider to the Company.


 


For purposes of the definitions set forth on this Exhibit A,
the following definitions shall apply, with capitalized terms used but not defined in this Exhibit A having the meaning set forth
in the Plan:


 


“Affiliate” shall have the meaning set forth in
Rule 12b-2 promulgated under Section 12 of the Exchange Act.


 


“Beneficial Owner” shall have the meaning set forth
in Rule 13d-3 under the Exchange Act.


 


“Director” is a member of the Board of Directors
of the Company.


 






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


 


“Person” shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include
(i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities
and (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their ownership of shares of the Company.


 


 


 


 


 


 


 






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