Exhibit 10.1


 


RETAIL PROPERTIES OF AMERICA, INC. AMENDED AND
RESTATED 2014 LONG-TERM EQUITY COMPENSATION PLAN


 


	SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is the Retail Properties of
America, Inc. Amended and Restated 2014 Long-Term Equity Compensation Plan (the “Plan”). The purpose of the Plan is to encourage
and enable the officers, employees, Non-Employee Directors, consultants and advisors of Retail Properties of America, Inc. (the “Company”)
and the Company’s Subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct
of its businesses, to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake
in the Company’s welfare will assure a closer identification of their interests with those of the Company, thereby stimulating their
efforts on the Company’s behalf and strengthening their desire to remain with the Company.


 


The following terms shall be defined as set forth below:


 


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


 


“Administrator” means either the Board or the
Committee.


 


“Award” or “Awards,” except
where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options,
Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards and Dividend Equivalent Rights.


 


“Award Certificate” means
a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate
is subject to the terms and conditions of the Plan.


 


“Board” means the Board of Directors of the
Company as constituted from time to time.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any successor Code, and related rules, regulations and interpretations.


 


“Committee” means the Executive Compensation
Committee of the Board as constituted from time to time.


 


“Company” means Retail Properties of America,
Inc., a Maryland corporation, and any successor thereto.


 


“Dividend Equivalent Right” means Awards granted
pursuant to Section 10.


 


“Effective Date” means the
date in 2018 on which the Plan is approved by stockholders as set forth in Section 18.


 


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


 


“Fair Market Value” on any
given date means the closing sale price at which Stock is traded on such date or, if no Stock is traded on such date, the next preceding
date on which Stock was traded, as reflected on the principal stock exchange on which the Stock is traded or admitted to trading.


 


“Incentive Stock Option” means
any Stock Option that qualifies as and is designated in writing in the related Option agreement as constituting an “incentive
stock option” as defined in Section 422 of the Code.


 


“Non-Employee Director” means
a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified Stock Option” means any Stock
Option that is not an Incentive Stock Option.


 


“Option” or “Stock Option” means
any option to purchase shares of Stock granted pursuant to Section 5.


 


“Participant” means an individual
who has been selected to receive an Award or who has outstanding an Award granted under the Plan.


 


“Restricted Shares” means
the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right of repurchase.


 


“Restricted Stock Award” means Awards granted
pursuant to Section 7.


 






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“Restricted Stock Unit” means Awards granted
pursuant to Section 8.


 


“Sale Event” shall mean
(i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a
merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding
stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity
interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction,
(iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other
transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least
a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other
than as a result of the acquisition of securities directly from the Company.


 


“Section 409A” means Section
409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Stock” means the Company’s
Class A Common Stock, par value $0.001 per share, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation Right” means Awards granted
pursuant to Section 6.


 


“Subsidiary” means any corporation
or other entity (other than the Company) in any unbroken chain of corporations or other entities beginning with the Company if each of
the corporations or entities (other than the last corporation or entity in the unbroken chain) owns stock or other interests possessing
50 percent or more of the economic interest or the total combined voting power of all classes of stock or other interests in one of the
other corporations or entities in the chain.


 


“Unrestricted Stock Award” means Awards granted
pursuant to Section 9.


 


	SECTION 2.	ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS AND DETERMINE AWARDS


 


(a)    Committee. The Plan
shall be administered by either the Board or the Committee (in either case, the Administrator), provided that the amount, timing and terms
of grants of Awards to Non-Employee Directors shall be determined by the Board.


 


(b)    Powers of Administrator.
The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:


 


(i)     to select the individuals to
whom Awards may from time to time be granted;


 


(ii)    to determine the time or times
of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock
Awards, Restricted Stock Units, Unrestricted Stock Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted
to any one or more Participants;


 


(iii)    to determine the number of
shares of Stock to be covered by any Award;


 


(iv)    to determine and modify from
time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms
and conditions may differ among individual Awards and Participants, and to approve the form of Award Certificates; provided, however,
that except as otherwise provided in Section 3(b) or 3(c), without prior approval of the Company’s stockholders, the Administrator
is not permitted to reduce the exercise price of Stock Options and Stock Appreciation Rights or effect repricing of Stock Options and
Stock Appreciation Rights through cancellation and re-grants or cancellation in exchange for cash, other Awards or Stock Options or Stock
Appreciation Rights with a lower exercise price;


 


(v)    to accelerate at any time the
exercisability or vesting of all or any portion of any Award including in circumstances involving a change-in-control or the death, disability
or termination of employment of a Participant;


 


(vi)    subject to the provisions
of Section 5(c), to extend at any time the post-termination period in which Stock Options may be exercised; and


 






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(vii)   at any time to adopt, alter
and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable;
to interpret the terms and provisions of the Plan and any Award Certificate; to make all determinations it deems advisable for the administration
of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.


 


All decisions and interpretations of the Administrator
shall be made in the Administrator’s sole and absolute discretion and shall be final and binding on all persons, including the Company
and the Participants.


 


(c)    Delegation of Authority
to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive Officer or other
officer of the Company all or part of the Administrator’s authority and duties with respect to Awards, including the granting thereof,
to individuals who are not subject to the reporting and other provisions of Section 16 of the Act. Any such delegation by the Administrator
shall include a limitation as to the amount of Awards that may be awarded during the period of the delegation and shall contain guidelines
as to the determination of the exercise price of any Option, the conversion ratio or price of other Awards and the vesting criteria. The
Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the
Administrator’s delegate or delegates that were consistent with the terms of the Plan.


 


(d)    Award Certificate. Awards
under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may
include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.


 


	SECTION 3.	STOCK ISSUABLE UNDER THE PLAN; RECAPITALIZATIONS; MERGERS; SUBSTITUTE AWARDS


 


(a)    Stock Issuable. As of
the Effective Date, the maximum number of shares of Stock reserved and available for issuance pursuant to Awards granted under the Plan
on or after the Effective Date shall be the sum of (i) 5,500,000 shares, (ii) the number of shares available for grant under the Retail
Properties of America, Inc. 2014 Long-Term Equity Compensation Plan immediately prior to the Effective Date of the Plan and (iii) the
shares underlying awards under this Plan, the Company’s 2008 Long-Term Equity Compensation Plan and the Company’s Third Amended
and Restated Independent Director Stock Option and Incentive Plan that are forfeited, canceled or otherwise terminated after the Effective
Date, subject to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any Awards
that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding,
reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall
be added back to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be
issued up to such maximum number pursuant to any type or types of Award; provided, however, that the maximum number of shares of the Stock
that may be issued in the form of Incentive Stock Options shall be the sum of (i) and (ii) above. The shares available for issuance under
the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.


 


(b)    Changes in Stock.
Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are
increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional
shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such
shares of Stock or other securities, the Administrator shall make equitable or proportionate adjustments in (i) the maximum number
of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued in the form of Incentive
Stock Options, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii)
the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and/or (iv) the price for each share
subject to any then outstanding Stock Options under the Plan, without reducing the aggregate exercise price (i.e., the exercise
price multiplied by the number of Stock Options). The Administrator shall also make equitable or proportionate adjustments in the
number of shares subject to outstanding Awards and the exercise price and/or the terms of outstanding Awards to take into account
cash dividends declared and paid other than in the ordinary course or any other extraordinary corporate event, other than those
contemplated by Section 3(c) hereof, to the extent determined to be necessary by the Administrator to avoid distortion in the value
of the Awards. All adjustments made by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall
be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu
of fractional shares.


 






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(c)   Sale Event.


 


(i)     In the case of and subject
to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the
successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment
as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the
parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, as of the effective time of the
Sale Event, the Plan and all outstanding Awards granted shall terminate. In such case, except as the Administrator may otherwise specify
with respect to particular Awards in the relevant Award Certificate or as may be provided in any written agreement between the Company
and a Participant, (1) all Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the
Sale Event shall become fully exercisable as of the effective time of the Sale Event, (2) all other Awards with time-based vesting, conditions
or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event. and (3) all outstanding Awards
with performance vesting may become vested and nonforfeitable as of the effective time of the Sale Event at the Administrator’s
discretion.


 


(ii)    In addition to or in lieu
of the foregoing, with respect to outstanding Options and Stock Appreciation Rights, the Administrator may, on the same basis or on different
bases as the Administrator shall specify, upon written notice to the affected Participants, provide that one or more Options and Stock
Appreciation Rights then outstanding must be exercised, in whole or in part, within a specified number of days of the date of such notice,
at the end of which period such Options and Stock Appreciation Rights shall terminate, or provide that one or more Options and Stock Appreciation
Rights then outstanding, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market
value (as determined by the Administrator in its sole discretion) for the shares subject to such Options and Stock Appreciation Rights
over the exercise price thereof.


 


	SECTION 4.	ELIGIBILITY


 


Participants in the Plan will be such full or part-time
officers and other employees, Non-Employee Directors, consultants and advisors of the Company and the Company’s Subsidiaries who
are selected from time to time by the Administrator in its sole discretion.


 


	SECTION 5.	STOCK OPTIONS


 


(a)    Award of Stock Options.
The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such form as the Administrator
may from time to time approve.


 


Stock Options granted under the Plan may be either
Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any
Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option. No Incentive Stock Option shall be granted
under the Plan after March 12, 2028.


 


Stock Options granted pursuant to this Section 5
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Administrator shall deem desirable.


 


(b)    Exercise Price. The
exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Administrator
at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. If an employee owns or is deemed
to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent of the combined voting power of all classes
of stock of the Company or any parent or subsidiary corporation and an Incentive Stock Option is granted to such employee, the option
price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date.


 






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(c)    Option Term. The term
of each Stock Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten years after the date of grant.
If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent of the
combined voting power of all classes of stock of the Company or any parent or subsidiary corporation and an Incentive Stock Option is
granted to such employee, the term of such option shall be no more than five years from the date of grant.


 


(d)    Exercisability; Rights of
a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined
by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion
of any Stock Option. A Participant shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option
and not as to unexercised Stock Options.


 


(e)    Method of Exercise.
Stock Options may be exercised in whole or in part, by giving written notice of exercise to the Company, specifying the number of shares
to be purchased. Payment of the purchase price may be made by one or more of the following methods except to the extent otherwise provided
in the Award Certificate:


 


(i)     In cash, by certified or bank
check or other instrument acceptable to the Administrator;


 


(ii)    Through the delivery (or attestation
to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not then subject to restrictions
under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;


 


(iii)    By the Participant delivering
to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the Participant chooses to
pay the purchase price as so provided, the Participant and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or


 


(iv)    With respect to Stock Options
that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number
of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
exercise price.


 


The transfer to the Participant on the records of
the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent
upon receipt from the Participant (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company
of the full purchase price for such shares and the fulfillment of any other requirements contained in the Stock Option or Award Certificate
or applicable provisions of laws (including the satisfaction of any withholding taxes the Company is obligated to withhold with respect
to the Participants. In the event a Participant chooses to pay the purchase price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the Participant upon the exercise of the Stock Option shall be net of the attested
shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise
of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options
may be permitted through the use of such an automated system.


 


(f)    Annual Limit on Incentive
Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under
this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by a Participant
during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified
Stock Option.


 


	SECTION 6.	STOCK APPRECIATION RIGHTS


 


(a)   Award of Stock Appreciation
Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award entitling the
recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise
over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation
Right shall have been exercised.


 






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(b)    Exercise Price of Stock
Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value
of the Stock on the date of grant.


 


(c)    Grant and Exercise of Stock
Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant
to Section 5 of the Plan.


 


(d)    Terms and Conditions of
Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time
to time by the Administrator. The terms and conditions of each Award of Stock Appreciation Rights may differ among individual Awards and
Participants. The term of a Stock Appreciation Right may not exceed ten years.


 


	SECTION 7.	RESTRICTED STOCK AWARDS


 


(a)   Nature of Restricted Stock
Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is an Award of shares of Stock
subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing
employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions
of each Restricted Stock Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards
and Participants.


 


(b)    Rights as a Stockholder.
Upon the grant of a Restricted Stock Award and payment of any applicable purchase price, a Participant shall have the rights of a stockholder
with respect to the voting of the Restricted Shares and receipt of dividends. Notwithstanding the foregoing, cash dividends on Restricted
Shares due to failure to meet performance-based conditions (i.e., conditions other than the continued service of the Participant through
a certain date) must be retained by, or repaid by the Participant to, the Company; provided that, to the extent provided for in the applicable
Restricted Stock Award Certificate or by the Administrator, an amount equal to such cash dividends retained or repaid by the Participant
may be paid to the Participant upon the lapsing of such performance-based conditions with respect to such Restricted Shares. Unless the
Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the
Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in
Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares
are vested as provided in Section 7(d) below, and the Participant shall be required, as a condition of the grant, to deliver to the Company
such instruments of transfer as the Administrator may prescribe.


 


(c)    Restrictions. Restricted
Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or
in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or,
subject to Section 14 below, in writing after the Award is issued, if a Participant’s employment or service relationship with the
Company terminates for any reason, any Restricted Shares that have not vested at the time of termination shall automatically and without
any requirement of notice to such Participant from or other action by or on behalf of, the Company be deemed to have been reacquired by
the Company at its original purchase price (if any) from the Participant or the Participant’s legal representative simultaneously
with such termination of employment or service relationship, and thereafter shall cease to represent any ownership of the Company by the
Participant or rights of the Participant as a stockholder. Following such deemed acquisition of Restricted Shares that are represented
by physical certificates, a Participant shall surrender such certificates to the Company upon request without consideration.


 


(d)    Vesting of Restricted Stock.
The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives
and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture
shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions,
the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”


 






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	SECTION 8.	RESTRICTED STOCK UNITS


 


(a)    Nature of Restricted
Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of phantom
stock units that may be settled in cash or shares of Stock upon the satisfaction of such restrictions and conditions as the
Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship)
and/or achievement of pre-established performance goals and objectives. The terms and conditions of each grant of Restricted Stock
Units shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and Participants.
Except in the case of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the end of the
vesting period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock or cash as
determined by the Administrator at the time or as set forth in the Award Certificate. Restricted Stock Units with deferred
settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall
determine in its sole discretion in order for such Award to comply with the requirements of Section 409A. Any payment of shares of
Stock under a Restricted Stock Unit subject to Section 409A to a Participant on account of the Participant’s separation of
service may not be made before the date that is six months after the date of separation from service if the Participant is a
 “specified employee” within the meaning of Section 409A.


 


(b)    Election to Receive Restricted
Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a Participant to elect to receive a portion
of the cash compensation or Restricted Stock Award otherwise due to such Participant in the form of Restricted Stock Units. Any such election
shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance
with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the Participant
elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of a share of Stock on the
date the compensation would otherwise have been paid to the Participant if such payment had not been deferred as provided herein. The
Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such
limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected
to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.


 


(c)    Rights as a Stockholder.
A Participant shall have the rights as a stockholder only as to shares of Stock acquired by the Participant upon settlement of Restricted
Stock Units; provided, however, that the Participant may be credited with Dividend Equivalent Rights with respect to his or her Restricted
Stock Units, subject to the provisions of Section 10 and such other terms and conditions as the Administrator may determine.


 


(d)    Restrictions. A Restricted
Stock Unit may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of during the deferral period.


 


(e)    Termination. Except
as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 14 below, in writing after the
Award Certificate is issued, a Participant’s right in all Restricted Stock Units that have not vested shall automatically terminate
upon the Participant’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for
any reason.


 


	SECTION 9.	UNRESTRICTED STOCK AWARDS


 


Grant or Sale of Unrestricted Stock. The
Administrator may grant (or sell at par value or such other higher purchase price determined by the Administrator) Unrestricted Stock
Awards under the Plan. An Unrestricted Stock Award is an Award pursuant to which such Participant may receive shares of Stock free of
any restrictions under the Plan. Unrestricted Stock Awards may be granted or sold as described in this Section 9 in respect of past services
or other valid consideration, or in lieu of any cash compensation due to such Participant.


 






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	SECTION 10.	DIVIDEND EQUIVALENT RIGHTS


 


(a)    Dividend
Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an
Award entitling the Participant to receive credits based on cash dividends that would have been paid on the shares of Stock
specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to and held by the
Participant. A Dividend Equivalent Right may be granted hereunder to any Participant as a component of another Award or as a
freestanding award, but no Dividend Equivalent Right may be granted with respect to Stock Options or Stock Appreciation Rights. The
terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the
holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which
may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or
such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights
may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent
Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled upon exercise,
settlement, or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be
forfeited or annulled under the same conditions as such other Award. A Dividend Equivalent Right granted as a component of another
Award may also contain terms and conditions different from such other Award. A Dividend Equivalent Right granted as a component of
an Award with performance-based vesting, or forfeiture based on the failure to meet performance-based conditions (i.e., conditions
other than a continued service relationship with the Company through a certain date), may not be exercisable or payable unless or
until the performance conditions have been met.


 


(b)    Termination. Except
as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 14 below, in writing after the
Award Certificate is issued, a Participant’s rights in all Dividend Equivalent Rights shall automatically terminate upon the Participant’s
termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.


 


	SECTION 11.	TRANSFERABILITY OF AWARDS


 


(a)    Transferability. Except
as provided in Section 11(b) below, during a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant,
or by the Participant’s legal representative or guardian in the event of the Participant’s incapacity. No Awards shall be
sold, assigned, transferred or otherwise encumbered or disposed of by a Participant other than by will or by the laws of descent and distribution
or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind,
and any purported transfer in violation hereof shall be null and void.


 


(b)    Administrator Action.
Notwithstanding Section 11(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award
or by subsequent written approval that the Participant (who is an employee or director) may transfer his or her Non-Qualified Options
to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members
are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions
of this Plan and the applicable Award. In no event may an Award be transferred by a Participant for value.


 


(c)    Family Member. For purposes
of Section 11(b), “family member” shall mean a Participant’s child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the Participant’s household (other than a tenant of the Participant), a trust
in which these persons (or the Participant) have more than 50 percent of the beneficial interest, a foundation in which these persons
(or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than
50 percent of the voting interests.


 


(d)    Designation of Beneficiary.
Each Participant to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive
any payment under any Award payable on or after the Participant’s death. Any such designation shall be on a form provided for that
purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by
a deceased Participant, or if the designated beneficiaries have predeceased the Participant, the beneficiary shall be the Participant’s
estate.


 






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	SECTION 12.	TAX WITHHOLDING


 


(a)    Payment by
Participant. Each Participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the Participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind
required by law to be withheld with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. The Company’s
obligation to deliver Stock to any Participant is subject to and conditioned on tax obligations being satisfied by the
Participant.


 


(b)    Payment in Stock. Subject
to approval by the Administrator, a Participant may elect to have the minimum tax withholding obligation satisfied, in whole or in part,
by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair
Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due; provided, however, that
the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid adverse accounting treatment
or as determined by the Administrator. The Administrator may also require Awards to be subject to mandatory share withholding up to the
required withholding amount. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same
manner as the value of Stock includible in income of the Participants.


 


	SECTION 13.	TRANSFER, LEAVE OF ABSENCE, ETC.


 


For purposes of the Plan, the following events shall not be deemed
a termination of employment:


 


(a)    a transfer to the employment
of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another Subsidiary; or


 


(b)    an approved leave of absence
for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is
guaranteed either by a statute or by contract or under the written policy pursuant to which the leave of absence was granted or if the
Administrator otherwise so provides in writing.


 


	SECTION 14.	AMENDMENTS AND TERMINATION


 


Unless sooner terminated as herein provided, the
Plan shall terminate on the tenth anniversary of the Effective Date and no Award shall be granted under the Plan on and after such date.
The termination of the Plan shall not adversely affect the rights under any outstanding Award without the holder’s written consent.
The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award
for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any
outstanding Award without the holder’s written consent. Except as provided in Section 3(b) or 3(c), without prior approval of the
Company’s stockholders, in no event may the Administrator reduce the exercise price of outstanding Stock Options and Stock Appreciation
Rights or effect repricing of Stock Options and Stock Appreciation Rights through cancellation and re-grants or cancellation in exchange
for cash, other Awards or Stock Options or Stock Appreciation Rights with a lower exercise price. The Board, in its discretion, may determine
to make any Plan amendments subject to approval by the Company’s stockholders for purposes of complying with applicable stock exchange
requirements or ensuring that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code. Except as may
otherwise be provided by the Administrator in the Award Certificate or as required to comply with applicable law, no amendment to this
Plan adopted following the grant of such Award shall be deemed to alter the terms and conditions set forth therein. Nothing in this Section
14 shall limit the Board’s authority to take any action permitted pursuant to Section 3(c).


 


	SECTION 15.	STATUS OF PLAN


 


Unless the Administrator shall otherwise expressly
determine in writing, with respect to the portion of any Award which has not been exercised and any payments in cash, Stock or other consideration
not received by a Participant, a Participant shall have no rights greater than those of a general creditor of the Company. In its sole
discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver
Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.


 






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	SECTION 16.	SECTION 409A AWARDS


 


To the extent that any Award is determined to
constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the
Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to
comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service”
(within the meaning of Section 409A) to a Participant who is then considered a “specified employee” (within the meaning
of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the
Participant’s separation from service, or (ii) the Participant’s death, but only to the extent such delay is necessary
to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further,
the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.


 


	SECTION 17.	GENERAL PROVISIONS


 


(a)   No Distribution; Compliance
with Legal Requirements. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree
with the Company in writing that such person is acquiring the shares without a view to distribution thereof.


 


The Administrator may require the placing of such
stop-orders and restrictive legends on certificates for Stock and Awards as it deems appropriate.


 


(b)   Delivery of Stock Certificates.
Stock certificates to be delivered to Participants under this Plan shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the Participant, at the Participant’s
last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock
transfer agent of the Company shall have given to the Participant by electronic mail or by United States mail, addressed to the Participant,
at the Participant’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which
may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required
to issue or deliver any shares of Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice
of counsel (to the extent the Board deems such advice necessary or advisable), that the issuance and delivery of such shares of Stock
is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange
on which the shares of Stock are listed, quoted or traded. All Stock delivered pursuant to the Plan shall be subject to any stop-transfer
orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction,
securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends
on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the
Board may require that an individual make such reasonable covenants, agreements, and representations as the Board, in its discretion,
deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right
to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including
a window-period limitation, as may be imposed in the discretion of the Administrator.


 


(c)   Stockholder Rights.
Until Stock is deemed delivered in accordance with Section 17(b), no right to vote or receive dividends or any other rights of a stockholder
will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or
any other action by the Participant with respect to an Award.


 


(d)   Other Compensation Arrangements;
No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements,
including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards shall not confer upon any employee any right to continued employment with the Company or any Subsidiary and
shall not interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any of its employees at
any time.


 


(e)   Trading Policy Restrictions.
Option exercises and other Awards under the Plan shall be subject to such Company insider-trading-policy-related restrictions, terms and
conditions as may be established from time to time.


 


(f)   Clawback Policy. Grants
made under the Plan shall be subject to the Company’s clawback policy in effect from time to time.


 






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	SECTION 18.	EFFECTIVE DATE OF PLAN





 


This amendment and restatement of the Plan shall
become effective upon stockholder approval in accordance with Maryland law, the Company’s bylaws and articles of incorporation,
and applicable stock exchange rules. No grants of Awards may be made hereunder after the tenth anniversary of the Effective Date.


 


	SECTION 19.	GOVERNING LAW


 


This Plan and all Awards
and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Maryland, applied without
regard to conflict of law principles.


 


DATE OF APPROVAL BY THE BOARD OF DIRECTORS:
March 14, 2014


 


DATE OF APPROVAL BY STOCKHOLDERS: May 22,
2014


 


DATE AMENDMENT AND RESTATEMENT APPROVED BY
BOARD OF DIRECTORS: March 19, 2018


 


DATE OF AMENDMENT AND RESTATEMENT APPROVED
BY STOCKHOLDERS: May 24, 2018


 






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