Exhibit 10.2


 


FREEHOLD PROPERTIES, INC.


 


EQUITY INCENTIVE PLAN


Effective
October 30, 2019


 








     


     


    

 


Table of Contents


 


	 	 	Page
	1.	PURPOSE	1
	2.	DEFINITIONS	1
	3.	ADMINISTRATION OF THE PLAN	7






		3.1	Committee	7
		3.2	Terms of Awards	8
		3.3	Forfeiture; Recoupment	9
		3.4	Deferral Arrangement	9
		3.5	No Liability	9
		3.6	Share Issuance/Book-Entry	9






	4.	SHARES SUBJECT TO THE PLAN	10



 





		4.1	Number of Shares Available for Awards	10
		4.2	Adjustments in Authorized Shares	10
		4.3	Share Usage	10






	5.	EFFECTIVE DATE, DURATION AND AMENDMENTS	10



 





		5.1	Effective Date	10
		5.2	Term	11
		5.3	Amendment and Termination of the Plan	11






	6.	AWARD ELIGIBILITY AND LIMITATIONS	11



 





		6.1	Service Providers and Other Persons	11
		6.2	Stand-Alone, Additional, Tandem and Substitute Awards	11






	7.	AWARD AGREEMENT	11
	8.	TERMS AND CONDITIONS OF OPTIONS	12






		8.1	Option Price	12
		8.2	Vesting	12
		8.3	Term	12
		8.4	Termination of Service	12
		8.5	Limitations on Exercise of Option	12
		8.6	Method of Exercise	13
		8.7	Rights of Holders of Options	13
		8.8	Delivery of Share Certificates	13
		8.9	Transferability of Options	13
		8.10	Family Transfers	13



 






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		8.11	Limitations on Incentive Stock Options	14
		8.12	Notice of Disqualifying Disposition	14






	9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	14



 





		9.1	Right to Payment and Grant Price	14
		9.2	Other Terms	14
		9.3	Term	15
		9.4	Transferability of SARS	15
		9.5	Family Transfers	15






	10.	TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS	15



 





		10.1	Grant of Restricted Stock or Stock Units	15
		10.2	Restrictions	16
		10.3	Restricted Stock Certificates	16
		10.4	Rights of Holders of Restricted Stock	16
		10.5	Rights of Holders of Stock Units	17
	 	10.5.1	Voting and Dividend Equivalent Rights.     	17
	 	10.5.2	Creditor’s Rights.     	17
		10.6	Termination of Service	17
		10.7	Delivery of Shares	17






	11.	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED
AWARDS	18
	12.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK	18






		12.1	General Rule	18
		12.2	Surrender of Shares	18
		12.3	Cashless Exercise	19
		12.4	Other Forms of Payment	19






	13.	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	19



 


		13.1	Dividend Equivalent Rights	19
		13.2	Termination of Service	19






	14.	TERMS AND CONDITIONS OF PERFORMANCE AWARDS	20



 


		14.1	Grant of Performance Awards	20
		14.2	Value of Performance Awards	20
		14.3	Earning of Performance Awards	20
		14.4	Form and Timing of Payment of Performance Awards	20
		14.5	Performance Conditions	20



 






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	15.	TERMS AND CONDITIONS OF LONG-TERM INCENTIVE UNITS     	21



 


		15.1	Vesting	21






	16.	PARACHUTE LIMITATIONS     	21
	17.	REQUIREMENTS OF LAW     	22






		17.1	General	22
		17.2	Rule 16b-3	22






	18.	EFFECT OF CHANGES IN CAPITALIZATION	23






		18.1	Changes in Shares	23
		18.2	Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control	23
		18.3	Change in Control in which Awards are not Assumed	24
		18.4	Change in Control in which Awards are Assumed	25
		18.5	Adjustments	25
		18.6	No Limitations on Company	26






	19.	GENERAL PROVISIONS     	26






		19.1	Disclaimer of Rights	26
		19.2	Nonexclusivity of the Plan	26
		19.3	Withholding Taxes	26
		19.4	Captions	27
		19.5	Other Provisions	27
		19.6	Number and Gender	27
		19.7	Severability	27
		19.8	Governing Law	27
		19.9	Code Section 409A	28



 






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FREEHOLD PROPERTIES, INC.


EQUITY INCENTIVE PLAN


Effective October 30, 2019


 


Freehold Properties, Inc.,
a Maryland corporation (the “Company”), sets forth herein the terms of its Equity Incentive Plan (the “Plan”),
as follows:


 


1.            PURPOSE


 


The Plan is intended to provide
(i) incentive to officers, employees, directors, consultants and other eligible persons to stimulate their efforts towards the success
of the Company and to operate and manage its business in a manner that will provide for the long term growth and profitability of the
Company; and (ii) a means of obtaining, rewarding and retaining key personnel. To this end, the Plan provides for the grant of stock
options, stock appreciation rights, restricted stock, unrestricted stock, stock units (including deferred stock units), dividend equivalent
rights, long-term incentive units, other equity-based awards and cash bonus awards. Any of these awards may, but need not, be made as
performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof. Stock options
granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.


 


2.            DEFINITIONS


 


For purposes of interpreting
the Plan and related documents (including Award Agreements), the following definitions shall apply:


 


2.1          “Affiliate”
means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control
with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.
For purposes of granting Options or Stock Appreciation Rights, an entity may not be considered an Affiliate of the Company unless the
Company holds a “controlling interest” in such entity, where the term “controlling interest” has the same meaning
as provided in Treasury Regulation Section 1.414(c)-2(b)(2)(i), provided that the language “at least 50 percent” is
used instead of “at least 80 percent” and, provided further, that where granting of Options or Stock Appreciation Rights
is based upon a legitimate business criteria, the language “at least 20 percent” is used instead of “at least 80 percent”
each place it appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).


 


2.2          “Applicable
Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities,
tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market
system, of any jurisdiction applicable to Awards granted to residents therein.


 


2.3          “Award”
means a grant of an Option, SAR, Restricted Stock, Unrestricted Stock, Stock Unit, Dividend Equivalent Right, Performance Award, LTIP
Unit, or Other Equity-Based Award under the Plan.


 


2.4          “Award
Agreement” means the agreement between the Company and a Participant that evidences and sets out the terms and conditions of
an Award.


 






    


     


    

 


2.5          “Benefit
Arrangement” shall have the meaning set forth in Section 16.


 


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


 


2.7          “Cause”
means, unless defined otherwise in a Service Provider’s Award Agreement or employment, consulting or services agreement with the
Company or an Affiliate (in which case such definition shall control), as determined by the Committee, the Service Provider’s (i) continued
failure to substantially perform duties, or gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction
or plea of guilty or nolo contendere of a felony; (iii) conviction of any other criminal offense involving an act of dishonesty
intended to result in substantial personal enrichment of such Participant at the expense of the Company or an Affiliate; or (iv) material
breach of any Company policy or term of any employment, consulting or other services, confidentiality, intellectual property or non-competition
agreements, if any, between the Service Provider and the Company or an Affiliate.


 


2.8          “Change
in Control” means:


 


(i)            Any
 “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company,
any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company), is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing 50% or more of the combined voting power of the Company’s then outstanding voting securities;


 


(ii)           During
any period of twelve consecutive months, individuals who at the beginning of such period constitute the Board, and any new director (other
than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause
(i), (iii) or (iv) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or actual threatened solicitation of proxies or consents by or on behalf of a person
other than the Board;


 


(iii)          The
consummation of a merger or consolidation of the Company with any other entity or the issuance of voting securities in connection with
a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements,
other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent
entity) at least 50.1% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding
immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly,
of securities of the Company representing 50% or more of either of the then outstanding shares of Common Stock or the combined voting
power of the Company’s then outstanding voting securities; or


 






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(iv)          The
consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or
series of transactions within a period of twelve months ending on the date of the last sale or disposition having a similar effect).


 


Notwithstanding the foregoing,
if an Award constitutes deferred compensation within the meaning of Code Section 409A, no payment, settlement or vesting (if vesting
would be deemed a distribution with respect to the Award under Section 409A) shall occur with respect to such Award on account of
the Change in Control transaction or event unless the transaction or event also constitutes a change in the ownership or effective control
of the Company or a change in the ownership of a substantial portion of the Company’s assets, as those terms are used in Code Section 409A(a)(2)(c)(v).


 


2.9          “Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.


 


2.10        “Committee”
means the Committee constituted under Section 3 to administer the Plan.


 


2.11        “Common
Stock” means the common stock of the Company, par value $0.0001 per share.


 


2.12        “Company”
means Freehold Properties, Inc., a Maryland corporation.


 


2.13        “Determination
Date” means the Grant Date or such other date as of which the Fair Market Value of a Share is required to be established for
purposes of the Plan.


 


2.14        “Disability”
means the Participant is unable to perform each of the essential duties of such Participant’s position by reason of a medically
determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous
period of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option
following termination of the Participant’s Service, Disability shall mean the Participant is unable to engage in any substantial
gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than 12 months.


 


2.15        “Dividend
Equivalent Right” means a right, granted to a Participant under Section 13, to receive cash, Shares, other Awards or other
property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.


 


2.16        “Effective
Date” means October 30, 2019.


 


2.17        “Exchange
Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.


 






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2.18        “Fair
Market Value” means the fair market value of a Share for purposes of the Plan, which shall be determined as of any Determination
Date as follows:


 


(i)            If
on such Determination Date the Shares are listed on a Stock Exchange, or are publicly traded on another established securities market
(a “Securities Market”), the Fair Market Value of a Share shall be determined by reference to the price of a
Share as reported on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock Exchange or Securities
Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination).
If there is no such reported price on such Determination Date, the Fair Market Value of a Share shall be the closing price of a Share
on the most recent date prior to such Determination Date on which any sale of Shares shall have been reported on such Stock Exchange or
such Securities Market.


 


(ii)           If
on such Determination Date the Shares are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value
of a Share shall be the value of a Share as determined by the Committee in good faith; provided, however, that if such Fair Market Value
is used to determine an Option Price or a SAR Exercise Price, the Committee shall use a reasonable application of a reasonable valuation
method, in a manner consistent with Code Section 409A.


 


2.19        “Family
Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive
relationships, of the Participant, any person sharing the Participant’s household (other than a tenant or employee), a trust in
which any one or more of these persons have more than 50% of the beneficial interest, a foundation in which any one or more of these persons
(or the Participant) control the management of assets, and any other entity in which one or more of these persons (or the Participant)
own more than 50% of the voting interests.


 


2.20        “Good
Reason” means, unless defined otherwise in a Service Provider’s Award Agreement or employment, consulting or services
agreement with the Company or an Affiliate (in which case such definition shall control), as determined by the Committee (i) the
assignment to the Service Provider of substantial duties or responsibilities inconsistent with the Service Provider’s position at
the Company, or any other action by the Company which results in a substantial diminution of the Service Provider’s duties, authorities
or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law); (ii) a
material reduction in the Service Provider’s aggregate base salary and other compensation (including annual target bonus opportunity
and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance
targets (as the same may be in effect from time to time); (iii) the relocation of the Service Provider’s principal place of
employment to a location more than 30 miles from the Service Provider’s principal place of employment or the Company’s requiring
the Service Provider to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required
travel on the Company’s business to an extent substantially consistent with the Service Provider’s business travel obligations
as of immediately prior to the Change in Control; or (iv) the Company’s material breach of the terms of any employment agreement
with the Service Provider; provided, however, that the Service Provider must provide the Company with a written notice detailing the specific
circumstances alleged to constitute “Good Reason” within 90 days after the first occurrence of such circumstances that the
Service Provider knows or reasonably should have known to constitute “Good Reason,” such condition must not have been remedied
by the Company within 30 days of such written notice, and the termination must occur within 30 days after such failure to remedy the event.


 






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2.21        “Grant
Date” means, as determined by the Committee, the latest to occur of (i) the date as of which the Company completes the
action constituting the Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under
Section 6; or (iii) such other date as may be specified by the Committee.


 


2.22        “Incentive
Stock Option” means an “incentive stock option” within the meaning of Code Section 422, or the corresponding
provision of any subsequently enacted tax statute, as amended from time to time.


 


2.23        “Long-Term
Incentive Unit” or “LTIP Unit” means an Award under Section 15 of an interest in the operating
partnership affiliated with the Company.


 


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


 


2.25        “Option”
means an option to purchase one or more Shares pursuant to the Plan.


 


2.26        “Option
Price” means the exercise price for each Share subject to an Option.


 


2.27        “Other
Agreement” shall have the meaning set forth in Section 16.


 


2.28        “Other
Equity-Based Award” means a right or other interest that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Shares, other than an Option, SAR, Restricted Stock, Unrestricted Stock, Stock Unit, Dividend
Equivalent Right, Performance Award, or LTIP Unit.


 


2.29        “Outside
Director” means a member of the Board who is not an officer or employee of the Company.


 


2.30        “Participant”
means a natural person who receives or holds an Award under the Plan.


 


2.31        “Performance
Award” means an Award made subject to the attainment of performance goals (as described in Section 14) over a Performance
Period determined by the Committee.


 


2.32        “Performance
Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or
vesting with respect to an Award.


 


2.33        “Plan”
means this Freehold Properties, Inc. Equity Incentive Plan, as amended from time to time.


 






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2.34        “Purchase
Price” means the purchase price for each Share pursuant to a grant of Restricted Stock, Stock Units or Unrestricted Stock.


 


2.35        “Restricted
Stock” means Shares awarded to a Participant pursuant to Section 10.


 


2.36        “SAR
Exercise Price” means the per share exercise price of a SAR granted to a Participant under Section 9.


 


2.37        “Securities
Act” means the Securities Act of 1933, as now in effect or as hereafter amended.


 


2.38        “Service”
means service provided as a Service Provider to the Company or any Affiliate. Unless otherwise stated in the applicable Award Agreement,
a Participant’s change in position or duties shall not result in interrupted or terminated Service, so long as such Participant
continues to be a Service Provider to the Company or any Affiliate. Subject to the preceding sentence, whether a termination of Service
shall have occurred for purposes of the Plan shall be determined by the Committee, which determination shall be final, binding and conclusive.
Notwithstanding any other provision to the contrary, for any individual providing services solely as a director, only service to the Company
or any of its Subsidiaries constitutes Service. Except as may otherwise be required to comply with Code Section 409A, if the Service
Provider’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, a termination
of Service shall be deemed to have occurred when the entity ceases to be an Affiliate unless the Service Provider transfers his or her
employment or other service relationship to the Company or its remaining Affiliates.


 


2.39            “Service
Provider” means an employee, officer, director, or a consultant or adviser (who is a natural person) providing services to the
Company or any of its Affiliates.


 


2.40        “Share”
means a share of Common Stock.


 


2.41        “Stock
Appreciation Right” or “SAR” means a right granted to a Participant under Section 9.


 


2.42        “Stock
Units” means a bookkeeping entry representing the equivalent of one Share awarded to a Participant pursuant to Section 10.


 


2.43        “Stock
Exchange” means the New York Stock Exchange or another established national or regional stock exchange.


 


2.44        “Subsidiary”
means any “subsidiary corporation” of the Company within the meaning of Code Section 424(f).


 


2.45        “Substitute
Award” means an Award granted upon assumption of, or in substitution for, outstanding awards previously granted by a company
or other entity acquired by the Company or an Affiliate or with which the Company or an Affiliate combines.


 


2.46        “Ten
Percent Stockholder” means an individual who owns more than 10% of the total combined voting power of all classes of outstanding
voting securities of the Company, its parent or any of its Subsidiaries. In determining Share ownership, the attribution rules of
Code Section 424(d) shall be applied.


 






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2.47        “Unrestricted
Stock” shall have the meaning set forth in Section 11.


 


Unless the context otherwise
requires, all references in the Plan to “including” shall mean “including without limitation.”


 


References in the Plan to
any Code Section shall be deemed to include, as applicable, regulations promulgated under such Code Section.


 


3.            ADMINISTRATION
OF THE PLAN


 


3.1          Committee.


 


The Plan shall be administered
by the Committee, constituted as follows:


 


(i)            The
Committee will consist of the Compensation Committee of the Board or, in the absence of a Compensation Committee, the Board or such committee
as the Board shall select. Once appointed, the Committee will serve in its designated capacity until otherwise directed by the Board.
The Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and substitute
new members, fill vacancies (however caused), or remove all members of the Committee and thereafter directly administer the Plan. Notwithstanding
the foregoing, unless the Board determines otherwise, at any time that the Company Shares are registered pursuant to Section 12
of the Exchange Act, the Plan will be administered only by a committee consisting of no fewer than two directors of the Company, each
of whom is (A) a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) of the Exchange
Act, and (B) an “independent director” for purpose of the rules and regulations of the Stock Exchange or quotation
system on which the Shares are principally traded; provided, however, the failure of the Committee to be composed solely of individuals
who are “non-employee directors,” and “independent directors” shall not render ineffective or void any Awards
made by, or other actions taken by, such Committee.


 


(ii)           The
Plan may be administered by different bodies with respect to different Participants.


 


(iii)          Decisions
of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, any stockholder
and any employee or any Affiliate. A majority of the members of the Committee may determine its actions and fix the time and place of
its meetings.


 


(iv)          The
Committee may delegate to a committee of one or more Directors of the Company or, to the extent permitted by Applicable Law, to one or
more officers or a committee of officers, the authority to grant Awards to employees and officers of the Company and its Affiliates who
are not directors, Covered Employees, or “officers,” as such term is defined by Rule 16a-1(f) of the Exchange
Act.


 






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3.2          Terms
of Awards.


 


Subject to the other terms
and conditions of the Plan, the Committee shall have full and final authority to:


 


(i)            designate
Participants;


 


(ii)           determine
the type or types of Awards to be made to a Participant;


 


(iii)          determine
the number of Shares to be subject to an Award;


 


(iv)          establish
the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration of any
restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the
Shares subject thereto, the treatment of an Award in the event of a Change in Control, and any terms or conditions that may be necessary
to qualify Options as Incentive Stock Options);


 


(v)           establish
and adopt Award programs for Participants that specify certain incentives, performance measurements or any other Award criteria that the
Committee desires to accomplish the purposes of the Plan;


 


(vi)          prescribe
the form of each Award Agreement evidencing an Award;


 


(vii)         interpret
and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement;


 


(viii)        correct
any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee
shall deem desirable to carry it into effect;


 


(ix)          establish
such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan;


 


(x)           amend,
modify, or reprice an Award (except as such practice is prohibited by the terms of any outstanding Award); and


 


(xi)           make
any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.


 


Such authority specifically includes the authority,
in order to effectuate the purposes of the Plan but without amending the Plan, to make or modify Awards to eligible individuals who are
foreign nationals or are individuals who are employed outside the United States to recognize differences in local law, tax policy, or
custom. Notwithstanding the foregoing, no amendment, modification or supplement of any Award shall, without the consent of the Participant,
impair the Participant’s rights under such Award.


 






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3.3            Forfeiture;
Recoupment.


 


The Company may reserve the
right in an Award Agreement to cause a forfeiture of the gain realized by a Participant with respect to an Award thereunder on account
of actions taken by, or failed to be taken by, such Participant in violation or breach of or in conflict with any (i) employment
agreement; (ii) non-competition agreement; (iii) agreement prohibiting solicitation of employees or clients of the Company or
any Affiliate; (iv) confidentiality obligation with respect to the Company or any Affiliate; or (v) other agreement, as and
to the extent specified in such Award Agreement. The Company may annul an outstanding Award if the Participant thereof is an employee
and is terminated for Cause as defined in the Plan or the applicable Award Agreement or for “cause” as defined in any other
agreement between the Company or any Affiliate and such Participant, as applicable.


 


If the Company adopts a “clawback”
or recoupment policy, any Award will be subject to repayment to the Company to the extent so provided under the terms of such policy.
Such policy may authorize the Company to recover from a Participant incentive-based compensation (including Options awarded as compensation)
awarded to or received by such Participant during a period of up to three years, as determined by the Committee, preceding the date on
which the Company is required to prepare an accounting restatement due to material noncompliance by the Company, as a result of misconduct,
with any financial reporting requirement under the federal securities laws. In addition, and notwithstanding the foregoing, such policy
may otherwise authorize the Company to recover from a Participant any amounts or awards as may in the future be prescribed by the rules and
regulations of the Securities and Exchange Commission and/or the primary stock exchange on which the Shares are listed, if any.


 


3.4            Deferral
Arrangement.


 


The Committee may permit or
require the deferral of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may
establish, which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith,
provisions for converting such credits into Stock Units and for restricting deferrals to comply with hardship distribution rules affecting
tax-qualified retirement plans subject to Code Section 401(k)(2)(B)(IV), provided that no Dividend Equivalent Rights may be granted
in connection with, or related to, an Award of Options or SARs. Any such deferrals shall be made in a manner that complies with Code Section 409A.


 


3.5            No
Liability.


 


No member of the Board or
the Committee (or any other person to whom administrative authority has been delegated hereunder) shall be liable for any action or determination
made in good faith with respect to the Plan or any Award or Award Agreement.


 


3.6            Share
Issuance/Book-Entry.


 


Notwithstanding any provision
of the Plan to the contrary, the issuance of the Shares under the Plan may be evidenced in such a manner as the Committee, in its discretion,
deems appropriate, including, without limitation, book-entry or direct registration or issuance of one or more share certificates.


 






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4.            SHARES
SUBJECT TO THE PLAN


 


4.1            Number
of Shares Available for Awards.


 


Subject to adjustment as provided
in Section 18, the aggregate number of Shares reserved under this Plan shall be 2,500,000. Shares issued or to be issued under
the Plan shall be authorized but unissued shares or treasury Shares or any combination of the foregoing, as may be determined from time
to time by the Board or by the Committee.


 


4.2            Adjustments
in Authorized Shares.


 


The Committee shall have the
right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies.
The number of Shares reserved pursuant to Section 4 shall be increased by the corresponding number of awards assumed and,
in the case of a substitution, by the net increase in the number of Shares subject to awards before and after the substitution. Available
shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for
Awards under the Plan and do not reduce the number of Shares available under the Plan, subject to requirements of the Stock Exchange on
which the Shares are listed.


 


4.3            Share
Usage.


 


Shares covered by an Award
shall be counted as used as of the Grant Date. Any Shares that are subject to Awards shall be counted against the limit set forth in Section 4.1
as one Share for every Share subject to an Award. With respect to SARs, the number of Shares subject to an award of SARs will be counted
against the aggregate number of Shares available for issuance under the Plan regardless of the number of Shares actually issued to settle
the SAR upon exercise. If any Shares covered by an Award granted under the Plan are not purchased or are forfeited or expire, or if an
Award otherwise terminates without delivery of any Shares subject thereto, then the number of Shares counted against the aggregate number
of Shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture, termination or expiration,
again be available for making Awards under the Plan in the same amount as such Shares were counted against the limit set forth in Section 4.1.
The number of Shares available for issuance under the Plan shall not be increased by (i) any Shares tendered or withheld or Award
surrendered in connection with the purchase of Shares upon exercise of an Option as described in Section 12.2; (ii) any
Shares deducted or delivered from an Award payment in connection with the Company’s tax withholding obligations as described in
Section 19.3; or (iii) any Shares purchased by the Company with proceeds from option exercises.


 


5.            EFFECTIVE
DATE, DURATION AND AMENDMENTS


 


5.1            Effective
Date.


 


The Plan shall be effective
as of the Effective Date.


 






    	 	10	 



     


    

 


5.2            Term.


 


The Plan shall continue in
effect until it is terminated on any date as provided in Section 5.3. However, the right to make awards of Incentive Stock
Options shall expire ten years after the Effective Date unless extended by approval of the stockholders of the Company.


 


5.3            Amendment
and Termination of the Plan.


 


The Board may, at any time
and from time to time, amend, suspend, or terminate the Plan as to any Shares as to which Awards have not been made. An amendment shall
be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by Applicable Laws or required
by the Stock Exchange on which the Shares are listed. No amendment, suspension, or termination of the Plan shall, without the consent
of the Participant, impair rights or obligations under any Award theretofore awarded under the Plan.


 


6.            AWARD
ELIGIBILITY AND LIMITATIONS


 


6.1            Service
Providers and Other Persons.


 


Subject to this Section 6,
Awards may be made under the Plan to: (i) any Service Provider, as the Committee shall determine and designate from time to time
and (ii) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee.


 


6.2            Stand-Alone,
Additional, Tandem and Substitute Awards.


 


Awards granted under the Plan
may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for,
any other Award or any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company
or an Affiliate, or any other right of a Participant to receive payment from the Company or any Affiliate. Such additional, tandem, and
substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Committee
shall require the surrender of such other Award in consideration for the grant of the new Award. In addition, Awards may be granted in
lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Affiliate. Notwithstanding
Section 8.1 and Section 9.1, the Option Price of an Option or the SAR Exercise Price of an SAR that is a Substitute
Award may be less than 100% of the Fair Market Value of a Share on the original date of grant; provided, that, the Option Price or grant
price is determined in accordance with the principles of Code Section 424 and the regulations thereunder for any Incentive Stock
Option and consistent with Code Section 409A for any other Option or SAR.


 


7.            AWARD
AGREEMENT


 


Each Award granted pursuant
to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Committee shall from time to time determine. Award
Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of
the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-Qualified Stock
Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-Qualified Stock Options.


 








    	 	11	 



     


    

 


8.            TERMS
AND CONDITIONS OF OPTIONS


 


8.1            Option
Price.


 


The Option Price of each Option
shall be fixed by the Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the
Option Price of each Option shall be at least the Fair Market Value of a Share on the Grant Date; provided, however, that in the event
that a Participant is a Ten Percent Stockholder, the Option Price of an Option granted to such Participant that is intended to be an Incentive
Stock Option shall be not less than 110% of the Fair Market Value of a Share on the Grant Date. In no case shall the Option Price of any
Option be less than the par value of a Share.


 


8.2            Vesting.


 


Subject to Sections 8.3
and 18.3, each Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined
by the Committee and stated in the Award Agreement. For purposes of this Section 8.2, fractional numbers of Shares subject
to an Option shall be rounded down to the next nearest whole number.


 


8.3            Term.


 


Each Option granted under
the Plan shall terminate, and all rights to purchase Shares thereunder shall cease, upon the expiration of ten years from the date such
Option is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee
and stated in the Award Agreement relating to such Option; provided, however, that in the event that the Participant is a Ten Percent
Stockholder, an Option granted to such Participant that is intended to be an Incentive Stock Option shall not be exercisable after the
expiration of five years from its Grant Date.


 


8.4            Termination
of Service.


 


Each Award Agreement shall
set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s
Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant
to the Plan, and may reflect distinctions based on the reasons for termination of Service.


 


8.5            Limitations
on Exercise of Option.


 


Notwithstanding any other
provision of the Plan, in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the stockholders
of the Company as provided herein or after the occurrence of an event referred to in Section 18 which results in termination
of the Option.


 






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8.6            Method
of Exercise.


 


Subject to the terms of Section 12
and Section 19.3, an Option that is exercisable may be exercised by the Participant’s delivery to the Company of notice
of exercise on any business day, at the Company’s principal office, on the form specified by the Company and in accordance with
any additional procedures specified by the Committee. Subject to the terms of Section 12 and Section 19.3, such
notice shall specify the number of Shares with respect to which the Option is being exercised and shall be accompanied by payment in full
of the Option Price of the Shares for which the Option is being exercised plus the amount (if any) of federal and/or other taxes which
the Company may, in its judgment, be required to withhold with respect to an Award.


 


8.7            Rights
of Holders of Options.


 


Unless otherwise stated in
the applicable Award Agreement, an individual or entity holding or exercising an Option shall have none of the rights of a stockholder
(for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the voting
of the subject Shares or to receive notice of any meeting of the Company’s stockholders) until the Shares covered thereby are fully
paid and issued to them. Except as provided in Section 18, no adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date of such issuance.


 


8.8            Delivery
of Share Certificates.


 


Promptly after the exercise
of an Option by a Participant and the payment in full of the Option Price with respect thereto, such Participant shall be entitled to
receive such evidence of such Participant’s ownership of the Shares subject to such Option as shall be consistent with Section 3.7.


 


8.9            Transferability
of Options.


 


Except as provided in Section 8.10,
during the lifetime of a Participant, only the Participant (or, in the event of legal incapacity or incompetency, the Participant’s
guardian or legal representative) may exercise an Option. Except as provided in Section 8.10, no Option shall be assignable
or transferable by the Participant to whom it is granted, other than by will or the laws of descent and distribution.


 


8.10         Family
Transfers.


 


If authorized in the applicable
Award Agreement or by the Committee, in its sole discretion, a Participant may transfer, not for value, all or part of an Option which
is not an Incentive Stock Option to any Family Member. For the purpose of this Section 8.10, a “not for value”
transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property
rights; or (iii) unless Applicable Law does not permit such transfers, a transfer to an entity in which more than 50% of the voting
interests are owned by Family Members (or the Participant) in exchange for an interest in that entity. Following a transfer under this
Section 8.10, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately
prior to transfer, and Shares acquired pursuant to the Option shall be subject to the same restrictions on transfer of shares as would
have applied to the Participant. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Participant
in accordance with this Section 8.10 or by will or the laws of descent and distribution. The events of termination of Service
of Section 8.4 shall continue to be applied with respect to the original Participant, following which the Option shall be
exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4.


 








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8.11         Limitations
on Incentive Stock Options.


 


An Option shall constitute
an Incentive Stock Option only (i) if the Participant of such Option is an employee of the Company or any Subsidiary of the Company;
(ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market
Value (determined at the time the Option is granted) of the Shares with respect to which all Incentive Stock Options held by such Participant
become exercisable for the first time during any calendar year (under the Plan and all other plans of the Participant’s employer
and its Affiliates) does not exceed $100,000. Except to the extent provided in the regulations under Code Section 422, this limitation
shall be applied by taking Options into account in the order in which they were granted.


 


8.12         Notice
of Disqualifying Disposition.


 


If any Participant shall make
any disposition of Shares issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating
to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten days thereof.


 


9.            TERMS
AND CONDITIONS OF STOCK APPRECIATION RIGHTS


 


9.1            Right
to Payment and Grant Price.


 


A SAR shall confer on the
Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one Share
on the date of exercise over (ii) the SAR Exercise Price as determined by the Committee. The Award Agreement for a SAR shall specify
the SAR Exercise Price, which shall be at least the Fair Market Value of one Share on the Grant Date. SARs may be granted in conjunction
with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in conjunction with all
or part of any other Award or without regard to any Option or other Award; provided that a SAR that is granted subsequent to the Grant
Date of a related Option must have a SAR Exercise Price that is no less than the Fair Market Value of one Share on the SAR Grant Date;
and provided further that a Participant may only exercise either the SAR or the Option with which it is granted in tandem and not both.


 


9.2            Other
Terms.


 


The Committee shall determine
on the Grant Date or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part
(including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease
to be or become exercisable following termination of Service or upon other conditions, the method of exercise, method of settlement, form
of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Participants,
whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.


 








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9.3            Term.


 


Each SAR granted under the
Plan shall terminate, and all rights thereunder shall cease, upon the expiration of ten years from the date such SAR is granted, or under
such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award
Agreement relating to such SAR.


 


9.4            Transferability
of SARS.


 


Except as provided in Section 9.5,
during the lifetime of a Participant, only the Participant (or, in the event of legal incapacity or incompetency, the Participant’s
guardian or legal representative) may exercise a SAR. Except as provided in Section 9.5, no SAR shall be assignable or transferable
by the Participant to whom it is granted, other than by will or the laws of descent and distribution.


 


9.5            Family
Transfers.


 


If authorized in the applicable
Award Agreement and by the Committee, in its sole discretion, a Participant may transfer, not for value, all or part of a SAR to any Family
Member. For the purpose of this Section 9.5, a “not for value” transfer is a transfer which is (i) a
gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) unless Applicable
Law does not permit such transfers, a transfer to an entity in which more than 50% of the voting interests are owned by Family Members
(or the Participant) in exchange for an interest in that entity. Following a transfer under this Section 9.5, any such SAR
shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and Shares acquired pursuant
to a SAR shall be subject to the same restrictions on transfer or shares as would have applied to the Participant. Subsequent transfers
of transferred SARs are prohibited except to Family Members of the original Participant in accordance with this Section 9.5
or by will or the laws of descent and distribution.


 


10.         TERMS
AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS


 


10.1            Grant
of Restricted Stock or Stock Units.


 


Awards of Restricted Stock
or Stock Units may be made for consideration or no consideration. To the extent required by Applicable Law, Participants will be required
to pay the par value of the Shares; provided, however, that, to the extent permitted by Applicable Law, par value shall be deemed paid
by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Participant to perform future
Service to the Company or an Affiliate of the Company).


 






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10.2            Restrictions.


 


At the time a grant of Restricted
Stock or Stock Units is made, the Committee may, in its sole discretion, establish a period of time (a “restricted period”)
applicable to such Restricted Stock or Stock Units. Each Award of Restricted Stock or Stock Units may be subject to a different restricted
period. The Committee may in its sole discretion, at the time a grant of Restricted Stock or Stock Units is made, prescribe restrictions
in addition to or other than the expiration of the restricted period, including the satisfaction of corporate or individual performance
objectives, which may be applicable to all or any portion of the Restricted Stock or Stock Units as described in Section 14,
and which shall be set forth in the Award Agreement relating to such grant. Except as authorized by the Committee in writing, neither
Restricted Stock nor Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted
period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Restricted Stock or Stock
Units.


 


10.3            Restricted
Stock Certificates.


 


Pursuant to Section 3.6,
to the extent that ownership of Restricted Stock is evidenced by a book-entry registration or direct registration, such registration shall
be notated to evidence the restrictions imposed on such Award of Restricted Stock under the Plan and the applicable Award Agreement. Subject
to Section 3.6 and the immediately following sentence, the Company may issue, in the name of each Participant to whom Restricted
Stock have been granted, share certificates representing the total number of Restricted Stock granted to the Participant, as soon as reasonably
practicable after the Grant Date. The Committee may provide in an Award Agreement that either (i) the Secretary of the Company shall
hold such certificates for the Participant’s benefit until such time as the shares of Restricted Stock are forfeited to the Company
or the restrictions applicable thereto lapse and such Participant shall deliver a stock power to the Company with respect to each certificate,
or (ii) such certificates shall be delivered to the Participant, provided, however, that such certificates shall bear a legend or
legends that comply with the applicable securities laws and regulations and make appropriate reference to the restrictions imposed under
the Plan and the Award Agreement.


 


10.4            Rights
of Holders of Restricted Stock.


 


Unless the Committee otherwise
provides in an Award Agreement, holders of Restricted Stock shall have the right to vote such Shares. Awards of Restricted Stock may provide
for the right to receive any dividends declared or paid with respect to such Shares; provided, however, that to the extent such dividend
rights are provided with respect to Restricted Stock that vests or is earned based upon the achievement of performance goals, dividends
shall not be paid currently, but shall, instead, be paid (or, to the extent deemed reinvested into additional Shares of Restricted Stock,
vest) only to the extent (and when) such Restricted Stock vests. The Award Agreement may provide that dividends are payable in cash or
deemed reinvested in additional Shares of Restricted Stock at a price per Share equal to the Fair Market Value of a Share on the date
that such dividend is paid. All distributions, if any, received by a Participant with respect to Restricted Stock as a result of any stock
split, extraordinary dividend, share dividend, combination of shares, or other similar transaction shall be subject to the restrictions
applicable to the original Grant. Absent advance written consent by the Committee, holders of Restricted Stock may not make an election
under Code Section 83(b) with regard to the grant of Restricted Stock, and any holder who attempts to make such an election
without first obtaining such consent shall forfeit the Restricted Stock.


 








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10.5        Rights
of Holders of Stock Units.


 


10.5.1    Voting
and Dividend Equivalent Rights.


 


Holders of Stock Units
shall have no rights as stockholders of the Company (for example, the right to receive cash or dividend payments or distributions attributable
to the Shares subject to such Stock Units, to direct the voting of the Shares subject to such Stock Units, or to receive notice of any
meeting of the Company’s stockholders); provided, however, that the Committee may provide in an Award Agreement evidencing a grant
of Stock Units that the holder of such Stock Units shall be entitled to receive Dividend Equivalent Rights.


 


10.5.2    Creditor’s
Rights.


 


A holder of Stock
Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation
of the Company, subject to the terms and conditions of the applicable Award Agreement.


 


10.6        Termination
of Service.


 


Unless the Committee otherwise
provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Participant’s Service,
any Restricted Stock or Stock Units held by such Participant that have not vested, or with respect to which all applicable restrictions
and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock or Stock Units, the Participant
shall have no further rights with respect to such Award, including but not limited to any right to vote Restricted Stock or any right
to receive dividends with respect to Restricted Stock or Stock Units.


 


10.7        Delivery
of Shares.


 


Upon the expiration or termination
of any restricted period and the satisfaction of any other conditions prescribed by the Committee and set forth in the Award Agreement
relating to such Restricted Stock or Stock Units, the restrictions applicable to Restricted Stock or Stock Units settled in Shares shall
lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration or a share certificate evidencing
ownership of such Shares shall, consistent with Section 3.6, be issued, free of all such restrictions, to the Participant
or the Participant’s beneficiary or estate, as the case may be. Neither the Participant, nor the Participant’s beneficiary
or estate, shall have any further rights with regard to a Stock Unit once the Shares represented by the Stock Unit has been delivered.


 






    	 	17	 



     


    

 


11.          TERMS
AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS


 




 


The Committee may, in its
sole discretion, grant (or sell) an Unrestricted Stock Award to any Participant pursuant to which such Participant may receive Shares
free of any restrictions (“Unrestricted Stock”) under the Plan. Unrestricted Stock Awards may be granted or
sold to any Participant as provided in the immediately preceding sentence in respect of past or, if so provided in the related Award Agreement
or a separate agreement, the promise by the Participant to perform future Service to the Company or an Affiliate or other valid consideration,
or in lieu of, or in addition to, any cash compensation due to such Participant. To the extent required by Applicable Law, Participants
will be required to pay the par value of any Shares received pursuant to an Award; provided, however, that, to the extent permitted by
Applicable Law, par value shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement,
the promise by the Participant to perform future Service to the Company or an Affiliate of the Company.


 


The Committee may, in its
sole discretion, grant Awards to Participants in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with
the purposes of the Plan. Awards granted pursuant to this Section 11 may be granted with vesting, value and/or payment contingent
upon the attainment of one or more performance goals. The Committee shall determine the terms and conditions of such Awards at the date
of grant or thereafter. Unless the Committee otherwise provides in an Award Agreement or in writing after the Award Agreement is issued,
upon the termination of a Participant’s Service, any Other Equity-Based Awards held by such Participant that have not vested, or
with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture
of Other Equity-Based Awards, the Participant shall have no further rights with respect to such Award.


 


12.          FORM OF
PAYMENT FOR OPTIONS AND RESTRICTED STOCK


 


12.1         General
Rule.


 


Payment of the Option Price
for the Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in
cash equivalents acceptable to the Company.


 


12.2         Surrender
of Shares.


 


To the extent the Award Agreement
so provides, payment of the Option Price for Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted
Stock may be made all or in part through the tender or attestation to the Company of Shares, which shall be valued, for purposes of determining
the extent to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value on the date of exercise or surrender,
as applicable.


 






    	 	18	 



     


    

 


12.3        Cashless
Exercise.


 


With respect to an Option
only (and not with respect to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides, payment
of the Option Price for Shares purchased pursuant to the exercise of an Option may be made all or in part (i) by delivery (on a form
acceptable to the Committee) by the Participant of an irrevocable direction to a licensed securities broker acceptable to the Company
to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes
described in Section 19.3; or (ii) with the consent of the Company, by the Participant electing to have the Company issue
to Participant only that the number of Shares equal in value to the difference between the Option Price and the Fair Market Value of the
Shares subject to the portion of the Option being exercised.


 


12.4        Other
Forms of Payment.


 


To the extent the Award Agreement
so provides and/or unless otherwise specified in an Award Agreement, payment of the Option Price for Shares purchased pursuant to exercise
of an Option or the Purchase Price for Restricted Stock may be made in any other form that is consistent with Applicable Laws, regulations
and rules, including, without limitation, Service to the Company or an Affiliate or net exercise.


 


13.          TERMS
AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS


 


13.1       Dividend
Equivalent Rights.


 


A Dividend Equivalent Right
is an Award entitling the recipient to receive credits based on cash distributions that would have been paid on the Shares specified in
the Dividend Equivalent Right (or other award to which it relates) if such Shares had been issued to and held by the recipient. A Dividend
Equivalent Right may be granted hereunder to any Participant, provided that no Dividend Equivalent Rights may be granted in connection
with, or related to, an Award of Options or SARs, and, provided, further, that to the extent such Dividend Equivalent Rights are provided
with respect to an Award that vests or is earned based upon the achievement of performance goals, any dividend equivalent amounts shall
not be paid currently, but shall, instead, be paid (or, to the extent deemed reinvested into additional Shares or Share-based Awards,
issued) only to the extent such Award vest (with the Dividend Equivalent amount paid or issued, as the case may be, at the same time the
cash is paid or Shares are issued at or after vesting of the Award). The terms and conditions of Dividend Equivalent Rights shall be specified
in the Award Agreement. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid in cash or may be deemed
to be reinvested in additional Shares or Share-based Awards, which may thereafter accrue additional dividend equivalents. Any such reinvestment
shall be based on the Fair Market Value of a Share on the date the dividend was paid.


 


13.2       Termination
of Service.


 


Except as may otherwise be
provided by the Committee either in the Award Agreement or in writing after the Award Agreement is issued, a Participant’s rights
in all Dividend Equivalent Rights or interest equivalents shall automatically terminate upon the Participant’s termination of Service
for any reason.


 






    	 	19	 



     


    

 


14.          TERMS
AND CONDITIONS OF PERFORMANCE AWARDS


 


14.1        Grant
of Performance Awards.


 


Subject to the terms and provisions
of the Plan, the Committee, at any time and from time to time, may grant Performance Awards to a Plan participant in such amounts and
upon such terms as the Committee shall determine.


 


14.2        Value
of Performance Awards.


 


Each Performance Award shall
have an initial value that is established by the Committee at the time of grant. The Committee shall set performance goals in its discretion
which, depending on the extent to which they are met, will determine the value and/or number of Performance Awards that will be paid out
to the Plan participant.


 


14.3        Earning
of Performance Awards.


 


Subject to the terms of the
Plan, after the applicable Performance Period has ended, the holder of Performance Awards or shall be entitled to receive payout on the
value and number of the Performance Awards earned by the Plan participant over the Performance Period, to be determined as a function
of the extent to which the corresponding performance goals have been achieved.


 


14.4        Form and
Timing of Payment of Performance Awards.


 


Payment of earned Performance
Awards shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of the Plan, the Committee,
in its sole discretion, may pay earned Performance Awards in the form of cash or in Shares (or in a combination thereof) equal to the
value of the earned Performance Awards at the close of the applicable Performance Period, or as soon as practicable after the end of the
Performance Period; provided that, unless specifically provided in the Award Agreement pertaining to the grant of the Award, such payment
shall occur no later than the 15th day of the third month following the end of the calendar year in which the Performance Period
ends. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with
respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.


 


14.5        Performance
Conditions.


 


The right of a Participant
to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may
be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate
in establishing any performance conditions.


 






    	 	20	 



     


    

 


15.          TERMS
AND CONDITIONS OF LONG-TERM INCENTIVE UNITS


 


LTIP Units are intended to
be profits interests in an operating partnership affiliated with the Company, if any (such operating partnership, if any, the “Operating
Partnership”), the rights and features of which, if applicable, will be set forth in the agreement of limited partnership
for the Operating Partnership (the “Operating Partnership Agreement”). Subject to the terms and provisions of
the Plan and the Operating Partnership Agreement, the Committee, at any time and from time to time, may grant LTIP Units to Plan participants
in such amounts and upon such terms as the Committee shall determine. LTIP Units must be granted for service to the Operating Partnership.
Each LTIP Unit awarded will be equivalent to an award of one Share for purposes of reducing the number of Shares available under the Plan
on a one-for-one basis pursuant to Section 4.3.


 


15.1         Vesting.


 


Subject to Section 18,
each LTIP Unit granted under the Plan shall vest at such times and under such conditions as shall be determined by the Committee and stated
in the Award Agreement.


 


16.          PARACHUTE
LIMITATIONS


 


Unless the Participant is
party to a written agreement or other legally enforceable contract that expressly addresses Code Section 280G or Code Section 4999
(in which case, the provisions in such agreement or contract relating to Code Section 280G and Code Section 4999 shall control
and the provisions in this Section 16 shall not be applicable to the Participant), if the Participant is a “disqualified individual,”
as defined in Code Section 280G(c), then, notwithstanding any other provision of the Plan or of any other agreement, contract, or
understanding heretofore or hereafter entered into by a Participant with the Company or an Affiliate (an “Other Agreement”)
providing any right to exercise, vesting, payment or benefit, and notwithstanding any formal or informal plan or other arrangement for
the direct or indirect provision of compensation to the Participant (including groups or classes of Participants or beneficiaries of which
the Participant is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Participant
(a “Benefit Arrangement”), any right to exercise, vesting, payment or benefit to the Participant under the Plan
shall be reduced or eliminated:


 


(i)            to
the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or
for the Participant under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment or
benefit to the Participant under the Plan to be considered a “parachute payment” within the meaning of Code Section 280G(b)(2) as
then in effect (a “Parachute Payment”); and


 


(ii)           if,
as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Participant from the Company under the
Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the
Participant without causing any such payment or benefit to be considered a Parachute Payment.


 


The Company shall accomplish
such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first),
then by reducing or eliminating any accelerated vesting of Performance Awards, then by reducing or eliminating any accelerated vesting
of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Stock or Stock Units, then by reducing or eliminating
any other remaining Parachute Payments.


 








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17.          REQUIREMENTS
OF LAW


 


17.1       General.


 


No participant in the Plan
will be permitted to acquire, or will have any right to acquire, Shares thereunder if such acquisition would be prohibited by any share
ownership limits contained in charter or bylaws or would impair the Company’s status as a REIT. The Company shall not be required
to offer, sell or issue any Shares under any Award if the offer, sale or issuance of such Shares would constitute a violation by the Participant,
any other individual or entity exercising an Option, or the Company or an Affiliate of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine,
in its discretion, that the offering, listing, registration or qualification of any Shares subject to an Award upon any securities exchange
or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase
of Shares hereunder, no Shares may be offered, issued or sold to the Participant or any other individual or entity exercising an Option
pursuant to such Award unless such offering, listing, registration, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the
Award. Without limiting the generality of the foregoing, in connection with the Securities Act, upon the exercise of any Option or any
SAR that may be settled in Shares or the delivery of any Shares underlying an Award, unless a registration statement under such Act is
in effect with respect to the Shares covered by such Award, the Company shall not be required to offer, sell or issue such Shares unless
the Committee has received evidence satisfactory to it that the Participant or any other individual or entity exercising an Option or
SAR or accepting delivery of such Shares may acquire such Shares pursuant to an exemption from registration under the Securities Act.
Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no event
be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or a SAR or the issuance of Shares pursuant to the Plan to comply with
any Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option (or SAR that may be settled in Shares)
shall not be exercisable until the Shares covered by such Option (or SAR) are registered under the securities laws thereof or are exempt
from such registration, the exercise of such Option (or SAR) under circumstances in which the laws of such jurisdiction apply shall be
deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.


 


17.2       Rule 16b-3.


 


During any time when the Company
has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant
to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange
Act will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or
action by the Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative with respect to such
Awards to the extent permitted by Applicable Law and deemed advisable by the Committee, and shall not affect the validity of the Plan.
In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify the Plan in any respect necessary
to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.


 








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18.          EFFECT
OF CHANGES IN CAPITALIZATION


 


18.1       Changes
in Shares.


 


If the number of outstanding
Shares is increased or decreased or the Shares are changed into or exchanged for a different number or kind of Shares or other securities
of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of share,
exchange of shares, share dividend or other distribution payable in capital shares, or other increase or decrease in such shares effected
without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares for which grants of
Options and other Awards may be made under the Plan, including, without limitation, the limits set forth in Section 6.2, shall
be adjusted proportionately and accordingly by the Company in a manner deemed equitable by the Committee. In addition, the number and
kind of shares for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of
the Participant immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such
adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Exercise Price payable with respect to shares
that are subject to the unexercised portion of an outstanding Option or SAR, as applicable, but shall include a corresponding proportionate
adjustment in the Option Price or SAR Exercise Price per share. The conversion of any convertible securities of the Company shall not
be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution
to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary dividend but excluding
a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company shall, in such manner as the
Company deems appropriate, adjust (i) the number and kind of shares subject to outstanding Awards and/or (ii) the exercise price
of outstanding Options and Stock Appreciation Rights to reflect such distribution.


 


18.2       Reorganization
in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control.


 


Subject to Section 18.3,
if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities
which does not constitute a Change in Control, any Option or SAR theretofore granted pursuant to the Plan shall pertain to and apply to
the securities to which a holder of the number of Shares subject to such Option or SAR would have been entitled immediately following
such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option Price or SAR Exercise Price
per share so that the aggregate Option Price or SAR Exercise Price thereafter shall be the same as the aggregate Option Price or SAR Exercise
Price of the Shares remaining subject to the Option or SAR immediately prior to such reorganization, merger, or consolidation. Subject
to any contrary language in an Award Agreement evidencing an Award, or in another agreement with the Participant, or otherwise set forth
in writing, any restrictions applicable to such Award shall apply as well to any replacement shares received by the Participant as a result
of the reorganization, merger or consolidation. In the event of a transaction described in this Section 18.2, Performance
Awards shall be adjusted (including any adjustment to the Performance Measures applicable to such Awards deemed appropriate by the Committee)
so as to apply to the securities that a holder of the number of Shares subject to the Performance Awards would have been entitled to receive
immediately following such transaction.


 








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18.3       Change
in Control in which Awards are not Assumed.


 


Except as otherwise provided
in the applicable Award Agreement or in another agreement with the Participant, or as otherwise set forth in writing, upon the occurrence
of a Change in Control in which outstanding Options, SARs, Stock Units, Dividend Equivalent Rights, Restricted Stock, LTIP Units or other
Equity-Based Awards are not being assumed or continued:


 


(i)            in
each case with the exception of any Performance Award, all outstanding Restricted Stock and LTIP Units shall be deemed to have vested,
all Stock Units shall be deemed to have vested and the Shares subject thereto shall be delivered, and all Dividend Equivalent Rights shall
be deemed to have vested and the Shares subject thereto shall be delivered, immediately prior to the occurrence of such Change in Control,
and


 


(ii)           either
of the following two actions shall be taken by the Committee:


 


		A.	15 days prior to the scheduled consummation of a Change in Control, all Options and SARs outstanding hereunder
shall become immediately exercisable and shall remain exercisable for a period of 15 days, or



 


		B.	the Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, Restricted
Stock, Stock Units, and/or SARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities
having a value (as determined by the Committee acting in good faith), in the case of Restricted Stock or Stock Units, equal to the formula
or fixed price per share paid to holders of Shares and, in the case of Options or SARs, equal to the product of the number of Shares subject
to the Option or SAR (the “Award Shares”) multiplied by the amount, if any, by which (I) the formula or
fixed price per share paid to holders of Shares pursuant to such transaction exceeds (II) the Option Price or SAR Exercise Price
applicable to such Award Shares.



 


(iii)          for
Performance Awards denominated in Shares, Stock Units or LTIP Units, if less than half of the Performance Period has lapsed, the Awards
shall be converted into Restricted Stock or Stock Units assuming target performance has been achieved (or Unrestricted Stock if no further
restrictions apply). If more than half the Performance Period has lapsed, the Awards shall be converted into Restricted Stock or Stock
Units based on actual performance to date (or Unrestricted Stock if no further restrictions apply). If actual performance is not determinable,
then Performance Awards shall be converted into Restricted Stock or Stock Units assuming target performance has been achieved, based on
the discretion of the Committee (or Unrestricted Stock if no further restrictions apply).


 






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(iv)          Other
Equity Based Awards shall be governed by the terms of the applicable Award Agreement.


 


With respect to the Company’s establishment
of an exercise window, (i) any exercise of an Option or SAR during such 15-day period shall be conditioned upon the consummation
of the event and shall be effective only immediately before the consummation of the event; and (ii) upon consummation of any Change
in Control, the Plan and all outstanding but unexercised Options and SARs shall terminate. The Committee shall send notice of an event
that will result in such a termination to all individuals and entities that hold Options and SARs not later than the time at which the
Company gives notice thereof to its stockholders.


 


18.4       Change
in Control in which Awards are Assumed.


 


Except as otherwise provided
in the applicable Award Agreement or in another agreement with the Participant, or as otherwise set forth in writing, upon the occurrence
of a Change in Control in which outstanding Awards are being assumed or continued under the terms of a definitive agreement or by a determination
made by the Committee, the following provisions shall apply to such Award, to the extent assumed or continued:


 


The Plan, Options, SARs, Stock
Units, Restricted Stock and Other Equity-Based Awards theretofore granted shall continue in the manner and under the terms so provided
in the event of any Change in Control in accordance with the terms of such definitive agreement that contemplates the transaction that
results in the Change in Control for the assumption or continuation thereof, or for the substitution for such Options, SARs, Stock Units,
Restricted Stock and Other Equity-Based Awards for new common stock options and stock appreciation rights and new common stock units,
restricted stock and other equity-based awards relating to the stock of a successor entity, or a parent or subsidiary thereof, with appropriate
adjustments as to the number of shares (disregarding any consideration that is not common stock) and option and stock appreciation rights
exercise prices.


 


18.5       Adjustments


 


Adjustments under this Section 18
related to Shares or securities of the Company shall be made by the Committee in its sole and absolute discretion, whose determination
in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest
whole share. The Committee shall determine the effect of a Change in Control upon Awards other than Options, SARs, Stock Units and Restricted
Stock, and such effect shall be set forth in the appropriate Award Agreement. The Committee may provide in the Award Agreements at the
time of grant, or any time thereafter with the consent of the Participant, for different provisions to apply to an Award in place of those
described in Sections 18.1, 18.2, 18.3 and 18.4. This Section 18 does not limit the Company’s
ability to provide for alternative treatment of Awards outstanding under the Plan in the event of change in control events that do not
constitute a Change in Control.


 






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18.6       No
Limitations on Company.


 


The making of Awards pursuant
to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part
of its business or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate) or engage in any
other transaction or activity.


  


19.            GENERAL
PROVISIONS


 


19.1       Disclaimer
of Rights.


 


No provision in the Plan or
in any Award or Award Agreement shall be construed to confer upon any individual or entity the right to remain in the employ or Service
of the Company or an Affiliate, or to interfere in any way with any contractual or other right or authority of the Company or an Affiliate
either to increase or decrease the compensation or other payments to any individual or entity at any time, or to terminate any employment
or other relationship between any individual or entity and the Company or an Affiliate. In addition, notwithstanding anything contained
in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Participant, or
otherwise in writing, no Award granted under the Plan shall be affected by any change of duties or position of the Participant, so long
as such Participant continues to provide Service. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted
as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The
Plan and Awards shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold
any amounts in trust or escrow for payment to any Participant or beneficiary under the terms of the Plan.


 


19.2       Nonexclusivity
of the Plan.


 


Neither the adoption of the
Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon
the right and authority of the Company to adopt such other incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as it may determine
to be desirable.


 


19.3       Withholding
Taxes.


 


The Company or an Affiliate,
as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Participant any federal, state, or local
taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award
or upon the issuance of any Shares upon the exercise of an Option or pursuant to an Award. At the time of such vesting, lapse, or exercise,
the Participant shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or an Affiliate may
reasonably determine to be necessary to satisfy such withholding obligation; provided, that if there is a same-day sale of Shares subject
to an Award, the Participant shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to the
prior approval of the Company or an Affiliate, which may be withheld by the Company or an Affiliate, as the case may be, in its sole discretion,
the Participant may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or an Affiliate to withhold
Shares otherwise issuable to the Participant or (ii) by delivering to the Company or an Affiliate Shares already owned by the Participant.
The Shares so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value
of the Shares used to satisfy such withholding obligation shall be determined by the Company or an Affiliate as of the date that the amount
of tax to be withheld is to be determined. A Participant who has made an election pursuant to this Section 19.3 may satisfy
his or her withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar
requirements. The maximum number of Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding
requirements upon the exercise, vesting, lapse of restrictions applicable to such Award or payment of Shares pursuant to such Award, as
applicable, cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company
or an Affiliate to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse
of restrictions or payment of Shares. Notwithstanding Section 2.20 or this Section 19.3, for purposes of determining
taxable income and the amount of the related tax withholding obligation pursuant to this Section 19.3, for any Shares subject
to an Award that are sold by or on behalf of a Participant on the same date on which such shares may first be sold pursuant to the terms
of the related Award Agreement, the Fair Market Value of such shares shall be the sale price of such shares on such date (or if sales
of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date), so long as such
Participant has provided the Company or an Affiliate, or its designee or agent, with advance written notice of such sale.


 








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19.4       Captions.


 


The use of captions in the
Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or
such Award Agreement.


 


19.5       Other
Provisions.


 


Each Award granted under the
Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.


 


19.6       Number
and Gender.


 


With respect to words used
in the Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the
context requires.


 


19.7       Severability.


 


If any provision of the Plan
or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions
hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.


 


19.8            Governing
Law.


 


The validity and construction
of the Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with,
the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.


 








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19.9            Code
Section 409A.


 


The Company intends to comply
with Code Section 409A, or an exemption to Code Section 409A, with regard to Awards hereunder that constitute deferred compensation
within the meaning of Code Section 409A, and the Plan and all Award Agreements shall be interpreted accordingly. To the extent that
the Company determines that a Participant would be subject to the additional 20% tax imposed on certain nonqualified deferred compensation
plans pursuant to Code Section 409A as a result of any provision of any Award granted under the Plan, such provision shall be deemed
amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined
by the Board. Notwithstanding anything to the contrary in this Plan or any Award Agreement, if a Participant is deemed on the date of
the Participant’s termination of employment to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B),
then, to the extent required by Code Section 409A, any payment or the provision of any benefit pursuant to an Award that is considered
deferred compensation under Code Section 409A and that is payable on account of such Participant’s “separation from service”
shall not be made or provided until the date which is the earlier of (i) the expiration of the six-month period measured from the
date of such “separation from service,” and (ii) the date of the Participant’s death. Upon the expiration of the
foregoing delay period, all payments and benefits delayed pursuant to this Section 19.9 (whether they would have otherwise
been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump
sum, and any remaining payments and benefits due under this this Plan and any Award Agreement shall be paid or provided in accordance
with the normal payment dates specified for them therein.


 


*    *    *


 








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