Exhibit 4.2


 


Appendix A


 



PLYMOUTH INDUSTRIAL REIT, INC. AND


PLYMOUTH INDUSTRIAL OP, LP


SECOND AMENDED AND RESTATED 2014 INCENTIVE AWARD
PLAN


 


ARTICLE
1



PURPOSE


The purpose of the Plymouth
Industrial REIT, Inc. and Plymouth Industrial OP, LP Second Amended and Restated 2014 Incentive Award Plan (the "Plan")
is to promote the success and enhance the value of Plymouth Industrial REIT, Inc., a Maryland corporation (the "Company"),
and Plymouth Industrial OP, LP, a Delaware limited partnership (the "Partnership"), by linking the individual
interests of Employees, Consultants, members of the Board to those of the Company's stockholders and by providing such individuals
with an incentive for outstanding performance to generate superior returns to the Company's stockholders. The Plan is further intended
to provide flexibility to the Company, the Partnership and their subsidiaries in their ability to motivate, attract, and retain
the services of those individuals upon whose judgment, interest, and special effort the successful conduct of the Company's and
the Partnership's operations is largely dependent.


ARTICLE
2



DEFINITIONS AND CONSTRUCTION


Wherever the following terms are
used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun
shall include the plural where the context so indicates.


2.1       "Administrator"
shall mean the entity that conducts the general administration of the Plan as provided in Article 11 hereof. With reference
to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 11.6
hereof, or which the Board has assumed, the term "Administrator" shall refer to such person(s) unless the Committee or
the Board has revoked such delegation or the Board has terminated the assumption of such duties.


2.2       "Affiliate"
shall mean the Partnership, any Parent or any Subsidiary.


2.3       "Applicable
Accounting Standards" shall mean Generally Accepted Accounting Principles in the United States, International Financial
Reporting Standards or such other accounting principles or standards as may apply to the Company's financial statements under United
States federal securities laws from time to time.


2.4       "Applicable
Law" shall mean any applicable law, including without limitation, (a) provisions of the Code, the Securities Act, the
Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements
or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system
on which the Shares are listed, quoted or traded.


2.5       "Award"
shall mean an Option, a Restricted Stock award, a Performance Award, a Dividend Equivalent award, a Stock Payment award, a Restricted
Stock Unit award, a Performance Share award, an Other Incentive Award, an LTIP Unit award or a Stock Appreciation Right, which
may be awarded or granted under the Plan.


2.6       "Award
Agreement" shall mean any written notice, agreement, contract or other instrument or document evidencing an Award, including
through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine,
consistent with the Plan.


2.7       "Board"
shall mean the Board of Directors of the Company.




     


     

    

 


2.8       "Change
in Control" shall mean the occurrence of any of the following events:


(a)       A
transaction or series of transactions (other than an offering of Shares to the general public through a registration statement
filed with the Securities and Exchange Commission) whereby any "person" or related "group" of "persons"
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, the Partnership or any Subsidiary,
an employee benefit plan maintained by any of the foregoing entities or a "person" that, prior to such transaction, directly
or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than thirty percent
(30%) of the total combined voting power of the Company's securities outstanding immediately after such acquisition; or


(b)       During
any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together with any
new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect
a transaction described in Section 2.8(a) or Section 2.8(c) hereof) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office
who either were directors at the beginning of the two (2)-year period or whose election or nomination for election was previously
so approved, cease for any reason to constitute a majority thereof; or


(c)       The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially
all of the Company's assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock
of another entity, in each case, other than a transaction:


(i)       Which
results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls,
directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of, the Company's assets or otherwise
succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the
transaction, and


(ii)       After
which no person or group beneficially owns voting securities representing thirty percent (30%) or more of the combined voting power
of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section
2.8(c)(ii) as beneficially owning thirty percent (30%) or more of the combined voting power of the Successor Entity solely
as a result of the voting power held in the Company prior to the consummation of the transaction; or


(d)       Approval
by the Company's stockholders of a liquidation or dissolution of the Company.


Notwithstanding the foregoing,
if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the
deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional
taxes under Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such
Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction
also constitutes a "change in control event" (within the meaning of Code Section 409A). Consistent with the terms of
this Section 2.8, the Administrator shall have full and final authority to determine conclusively whether a Change in Control
of the Company has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental
matters relating thereto.


2.9       "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance
promulgated thereunder, whether issued prior or subsequent to the grant of any Award.




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2.10       "Committee"
shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board described in Article 11
hereof.


2.11       "Common
Stock" shall mean the common stock of the Company, par value $0.01 per share.


2.12       "Company"
shall mean Plymouth Industrial REIT, Inc., a Maryland corporation.


2.13       "Consultant"
shall mean any consultant or advisor of the Company, the Partnership or any Subsidiary who qualifies as a consultant or advisor
under the applicable rules of Form S-8 Registration Statement.


2.14       "Director"
shall mean a member of the Board, as constituted from time to time.


2.15       "Dividend
Equivalent" shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded
under Section 8.2 hereof.


2.16       "DRO"
shall mean a "domestic relations order" as defined by the Code or Title I of the Employee Retirement Income Security
Act of 1974, as amended from time to time, or the rules thereunder.


2.17       "Effective
Date" shall mean the date the Plan is adopted by the Board, subject to approval of the Plan by the Company's stockholders.


2.18       "Eligible
Individual" shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Administrator.


2.19       "Employee"
shall mean any officer or other employee (within the meaning of Section 3401 (c) of the Code) of the Company, the Partnership or
any Subsidiary.


2.20       "Equity
Restructuring" shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend,
stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number
or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change
in the per share value of the Common Stock underlying outstanding stock-based Awards.


2.21       "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.


2.22       "Expiration
Date" shall have the meaning provided in Section 12.1 hereof.


2.23       "Fair
Market Value" shall mean, as of any given date, the value of a Share determined as follows:


(a)       If
the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Capital
Market, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) listed,
quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a Share as quoted
on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing
sales price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;


(b)       If
the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but
the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid
and low asked prices for such date or, If there are no high bid and low asked prices for a Share on such date, the high bid and
low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable; or




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(c)       If
the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system
nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good
faith.


2.24       "Greater
Than 10% Stockholder" shall mean an individual then-owning (within the meaning of Section 424(d) of the Code) more than
ten percent (10%) of the total combined voting power of all classes of stock of the Company or any "parent corporation"
or "subsidiary corporation" (as defined in Sections 424(e) and 424(f) of the Code, respectively).


2.25       "Incentive
Stock Option" shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable
provisions of Section 422 of the Code.


2.26       "Individual
Award Limit" shall mean the cash and share limits applicable to Awards granted under the Plan, as set forth in Section
3.3 hereof.


2.27       "LTIP
Unit" shall mean, to the extent authorized by the Partnership Agreement, a unit of the Partnership that is granted pursuant
to Section 8.7 hereof and is intended to constitute a "profits interest" within the meaning of the Code.


2.28       "Non-Employee
Director" shall mean a Director of the Company, who is not an Employee.


2.29       "Non-Qualified
Stock Option" shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock
Option but does not meet the applicable requirements of Section 422 of the Code.


2.30       "Option"
shall mean a right to purchase Shares at a specified exercise price, granted under Article 5 hereof. An Option shall be
either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee
Directors and Consultants shall only be Non-Qualified Stock Options.


2.31       "Other
Incentive Award" shall mean an Award denominated in, linked to or derived from Shares or value metrics related to Shares,
granted pursuant to Section 8.6 hereof.


2.32       "Parent"
shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities ending with the Company
if each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing
more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other
entities in such chain.


2.33       "Participant"
shall mean an Eligible Individual who has been granted an Award pursuant to the Plan.


2.34       "Partnership"
shall mean Plymouth Industrial OP, LP., a Delaware limited partnership.


2.35       "Partnership
Agreement" shall mean the Amended and Restated Agreement of Limited Partnership of Plymouth Industrial OP LP, as the same
may be amended, modified or restated from time to time.


2.36       "Performance
Award" shall mean an Award that is granted under Section 8.1 hereof.


2.37       "Performance
Criteria" shall mean the criteria (and adjustments) that the Committee selects for an Award for purposes of establishing
the Performance Goal or Performance Goals for a Performance Period, determined as follows:




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(a)       The
Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net earnings (either before
or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization, and (E) non-cash equity-based
compensation expense); (ii) gross or net sales or revenue; (iii) net income (either before or after taxes); (iv) adjusted net income;
(v) operating earnings or profit; (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii)
return on assets; (viii) return on capital; (ix) return on stockholders' equity; (x) total stockholder return; (xi) return on sales;
(xii) gross or net profit or operating margin; (xiii) costs; (xiv) funds from operations; (xv) expenses; (xvi) working capital;
(xvii) earnings per share; (xviii) adjusted earnings per share; (xix) price per Share; (xx) leasing activity; (xxi) implementation
or completion of critical projects; (xxii) market share; (xxiii) economic value; (xxiv) debt levels or reduction; (xxv) sales-related
goals; (xxvi) comparisons with other stock market indices; (xxvii) operating efficiency; (xxviii) financing and other capital raising
transactions; (xxix) recruiting and maintaining personnel; (xxx) year-end cash; (xxxi) acquisition activity; (xxxii) investment
sourcing activity; (xxxiii) customer service; and (xxxiv) marketing initiatives, any of which may be measured either in absolute
terms for the Company or any operating unit of the Company or as compared to any incremental increase or decrease or as compared
to results of a peer group or to market performance indicators or indices.


(b)       The
Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or
more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related
to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity
initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations
of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business
or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under
Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring
during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments;
(xi) items relating to unusual or extraordinary corporate transactions, events or developments; (xii) items related to amortization
of acquired intangible assets; (xiii) items that are outside the scope of the Company's core, on-going business activities; (xiv)
items related to acquire in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating
to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains
or losses for litigation, arbitration and contractual settlements; or (xix) items relating to any other unusual or nonrecurring
events or changes in Applicable Law, accounting principles or business conditions.


2.38       "Performance
Goals" shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance
Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals,
the Performance Goals may be expressed in terms of overall performance of the Company, the Partnership, any Subsidiary, any division
or business unit thereof or an individual. The achievement of each Performance Goal shall be determined in accordance with Applicable
Accounting Standards.


2.39       "Performance
Period" shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator
may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's
right to, and the payment of, a Performance Award.


2.40       "Performance
Share" shall mean a contractual right awarded under Section 8.5 hereof to receive a number of Shares or the cash
value of such number of Shares based on the attainment of specified Performance Goals or other criteria determined by the Administrator.


2.41       "Permitted
Transferee" shall mean, with respect to a Participant, any "family member" of the Participant, as defined under
the General Instructions to Form S-8 Registration Statement under the Securities Act or any successor Form thereto, or any other
transferee specifically approved by the Administrator, after taking into account Applicable Law.


2.42       "Plan"
shall mean this Plymouth Industrial REIT, Inc. and Plymouth Industrial REIT OP, LP Second Amended and Restated 2014 Incentive Award
Plan, as it may be amended from time to time.




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2.43       "Program"
shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern
a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.


2.44       "REIT"
shall mean a real estate investment trust within the meaning of Sections 856 through 860 of the Code.


2.45       "Restricted
Stock" shall mean an award of Shares made under Article 7 hereof that is subject to certain restrictions and may
be subject to risk of forfeiture.


2.46       "Restricted
Stock Unit" shall mean a contractual right awarded under Section 8.4 hereof to receive in the future a Share or
the cash value of a Share.


2.47       "Securities
Act" shall mean the Securities Act of 1933, as amended.


2.48       "Share
Limit" shall have the meaning provided in Section 3.1(a) hereof.


2.49       "Shares"
shall mean shares of Common Stock.


2.50       "Stock
Appreciation Right" shall mean a stock appreciation right granted under Article 10 hereof.


2.51       "Stock
Payment" shall mean a payment in the form of Shares awarded under Section 8.3 hereof.


2.52       "Subsidiary"
shall mean (a) a corporation, association or other business entity of which fifty percent (50%) or more of the total combined voting
power of all classes of capital stock is owned, directly or indirectly, by the Company, the Partnership and/or by one or more Subsidiaries,
(b) any partnership or limited liability company of which fifty percent (50%) or more of the equity interests are owned, directly
or indirectly, by the Company, the Partnership and/or by one or more Subsidiaries, and (c) any other entity not described in clauses
(a) or (b) above of which fifty percent (50%) or more of the ownership and the power (whether voting interests or otherwise), pursuant
to a written contract or agreement, to direct the policies and management or the financial and the other affairs thereof, are owned
or controlled by the Company, the Partnership and/or by one or more Subsidiaries.


2.53       "Substitute
Award" shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination,
consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, an outstanding
equity award previously granted by a company or other entity that is a party to such transaction; provided, however, that in no
event shall the term "Substitute Award" be construed to refer to an award made in connection with the cancellation and
repricing of an Option or Stock Appreciation Right.


2.54       "Successor
Entity" shall have the meaning provided in Section 2.8(c)(i) hereof.


2.55       "Termination
of Service" shall mean:


(a)       As
to a Consultant, the time when the engagement of a Participant as a Consultant to the Company and its Affiliates is terminated
for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding
terminations where the Consultant simultaneously commences or remains in employment and/or service as an Employee and/or Director
with the Company or any Affiliate.


(b)       As
to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason,
including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations
where the Participant simultaneously commences or remains in employment and/or service as an Employee and/or Consultant with the
Company or any Affiliate.




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(c)       As
to an Employee, the time when the employee-employer relationship between a Participant and the Company and its Affiliates is terminated
for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement, but excluding
terminations where the Participant simultaneously commences or remains in service as a Consultant and/or Director with the Company
or any Affiliate.


The Administrator, in its
sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without
limitation, whether a Termination of Service has occurred, whether any Termination of Service resulted from a discharge for cause
and whether any particular leave of absence constitutes a Termination of Service; provided, however, that, with respect
to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise,
or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor
or other change in the employee- employer relationship shall constitute a Termination of Service only if, and to the extent that,
such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code.
For purposes of the Plan, a Participant's employee-employer relationship or consultancy relationship shall be deemed to be terminated
in the event that the Affiliate employing or contracting with such Participant ceases to remain an Affiliate following any merger,
sale of stock or other corporate transaction or event (including, without limitation, a spin-off).


ARTICLE
3



SHARES SUBJECT TO THE PLAN


3.1       Number
of Shares.


(a)       Subject
to Section 3.1(b) and Section 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant
to Awards under the Plan is Eight Hundred Seventy-Five Thousand (875,000) Shares (the "Share Limit"). In order that the
applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Shares that may be
issued under the Plan upon the exercise of Incentive Stock Options shall be Eight Hundred Seventy-Five Thousand (875,000) Shares. Subject
to Section 12.2 hereof, each LTIP Unit issued pursuant to an Award shall count as one Share for purposes of calculating
the aggregate number of Shares available for issuance under the Plan as set forth in this Section 3.1(a) and for purposes
of calculating the Individual Award Limit set forth in Section 3.3 hereof.


(b)       If
any Shares subject to an Award are forfeited or expire or such Award is settled for cash (in whole or in part), the Shares subject
to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants of Awards
under the Plan and shall be added back to the Share Limit in the same number of Shares as were debited from the Share Limit in
respect of the grant of such Award (as may be adjusted in accordance with Section 12.2 hereof). Notwithstanding anything
to the contrary contained herein, the following Shares shall not be added back to the Share Limit and will not be available for
future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an
Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect
to an Award; (iii) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of
the Stock Appreciation Right on exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the
exercise of Options. Any Shares repurchased by the Company under Section 8.4 hereof at the same price paid by the Participant
so that such Shares are returned to the Company will again be available for Awards. The payment of Dividend Equivalents in cash
in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding
the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an
Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.




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(c)       Substitute
Awards shall not reduce the Shares authorized for grant under the Plan. Additionally, in the event that a company acquired by the
Company or any Affiliate, or with which the Company or any Affiliate combines, has shares available under a pre-existing plan approved
by its stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant
to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or
valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common
stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the
Shares authorized for grant under the Plan; provided, however, that Awards using such available shares shall not
be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Affiliates
immediately prior to such acquisition or combination.


3.2       Stock
Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common
Stock or, if authorized by the Board, Common Stock purchased on the open market.


3.3       Limitation
on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Section
12.2 hereof, (a) the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person
during any calendar year shall be One Hundred Thousand (100,000) Shares and the maximum aggregate amount of cash that may be paid
in cash during any calendar year with respect to one or more Awards payable in cash shall be Five Hundred Thousand Dollars ($500,000)
(together, the "Individual Award Limits"); provided, however, that the foregoing limitations shall
not apply until the earliest of the following events to occur: (a) the first material modification of the Plan (including any increase
in the Share Limit in accordance with Section 3.1 hereof); (b) the issuance of all of the Shares reserved for issuance under
the Plan; (c) the expiration of the Plan; or (d) the first meeting of stockholders at which members of the Board are to be elected
that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of
an equity security of the Company under Section 12 of the Exchange Act.


ARTICLE
4



GRANTING OF AWARDS


4.1       Participation.
The Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be
granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan.
No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.


4.2       Award
Agreement. Each Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent
with the requirements of the Plan and any applicable Program.


4.3       Limitations
Applicable to Section 16 Persons. Notwithstanding anything contained herein to the contrary, with respect to any Award granted
or awarded to any individual who is then subject to Section 16 of the Exchange Act, the Plan, any applicable Program and the applicable
Award Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of
such exemptive rule, and such additional limitations shall be deemed to be incorporated by reference into such Award to the extent
permitted by Applicable Law.


4.4       At-Will
Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Participant any right to
continue as an Employee, Director or Consultant of the Company or any Affiliate, or shall interfere with or restrict in any way
the rights of the Company or any Affiliate, which rights are hereby expressly reserved, to discharge any Participant at any time
for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions
of any Participant's employment or engagement, except to the extent expressly provided otherwise in a written agreement between
the Participant and the Company or any Affiliate.




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4.5       Foreign
Participants. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries
in which the Company and its Affiliates operate or have Employees, Non-Employee Directors or Consultants, or in order to comply
with the requirements of any foreign securities exchange, the Administrator, in its sole discretion, shall have the power and authority
to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States
are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside
the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish
subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable;
provided, however, that no such subplans and/or modifications shall increase the Share Limit or Individual Award
Limits contained in Sections 3.1 and 3.3 hereof, respectively; and (e) take any action, before or after an Award
is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals
or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take
any actions hereunder, and no Awards shall be granted, that would violate Applicable Law.


4.6       Stand-Alone
and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either
alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem
with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.


ARTICLE
5



GRANTING OF OPTIONS


5.1       Granting
of Options to Eligible Individuals. The Administrator is authorized to grant Options to Eligible Individuals from time to time,
in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan.


5.2       Qualification
of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company
or any "parent corporation" or "subsidiary corporation" of the Company (as defined in Sections 424(e) and 424(1)
of the Code, respectively). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option
unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option
granted under the Plan may be modified by the Administrator, with the consent of the Participant, to disqualify such Option from
treatment as an "incentive stock option" under Section 422 of the Code. To the extent that the aggregate fair market
value of stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but without
regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan
and all other plans of the Company or any "parent corporation" or "subsidiary corporation" of the Company (as
defined in Section 424(e) and 424(1) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the Options shall
be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding
sentence shall be applied by taking Options and other "incentive stock options" into account in the order in which they
were granted and the Fair Market Value of stock shall be determined as of the time the respective options were granted. In addition,
to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shall be treated as Nonqualified
Stock Options.


5.3       Option
Exercise Price. The exercise price per Share subject to each Option shall be set by the Administrator, but shall not be less
than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Stock
Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the
case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than one hundred ten percent
(110%) of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed
for purposes of Section 424(h) of the Code).




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5.4       Option
Term. The term of each Option shall be set by the Administrator in its sole discretion; provided, however, that
the term shall not be more than ten (10) years from the date the Option is granted, or five (5) years from the date an Incentive
Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period, including the time
period following a Termination of Service, during which the Participant has the right to exercise the vested Options, which time
period may not extend beyond the stated term of the Option. Except as limited by the requirements of Section 409A or Section 422
of the Code, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested
Options may be exercised, in connection with any Termination of Service of the Participant, and may amend any other term or condition
of such Option relating to such a Termination of Service.


5.5       Option
Vesting.


(a)       The
terms and conditions pursuant to which an Option vests in the Participant and becomes exercisable shall be determined by the Administrator
and set forth in the applicable Award Agreement. Such vesting may be based on service with the Company or any Affiliate, any of
the Performance Criteria, or any other criteria selected by the Administrator. At any time after the grant of an Option, the Administrator
may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the vesting of the Option.


(b)       No
portion of an Option which is exercisable at a Participant's Termination of Service shall thereafter become exercisable, except
as may be otherwise provided by the Administrator either in an applicable Program, the applicable Award Agreement or by action
of the Administrator following the grant of the Option.


5.6       Substitute
Awards. Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is
a Substitute Award, the price per Share of the Shares subject to such Option may be less than the Fair Market Value per share on
the date of grant; provided, however, that the exercise price of any Substitute Award shall be determined in accordance
with the applicable requirements of Sections 424 and 409A of the Code.


5.7       Substitution
of Stock Appreciation Rights. The Administrator may, in its sole discretion, substitute an Award of Stock Appreciation Rights
for an outstanding Option at any time prior to or upon exercise of such Option; provided, however, that such Stock
Appreciation Rights shall be exercisable with respect to the same number of Shares for which such substituted Option would have
been exercisable, and shall also have the same exercise price and remaining term as the substituted Option.


ARTICLE
6



EXERCISE OF OPTIONS


6.1       Partial
Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect
to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect
to a minimum number of Shares.


6.2       Manner
of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the
Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:


(a)       A
written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a
portion thereof, is exercised. The notice shall be signed by the Participant or other person then entitled to exercise the Option
or such portion of the Option;


(b)       Such
representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with
Applicable Law. The Administrator may, in its sole discretion, also take such additional actions as it deems appropriate to effect
such compliance, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents
and registrars;




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(c)       In
the event that the Option shall be exercised pursuant to Section 10.3 hereof by any person or persons other than the Participant,
appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator;
and


(d)       Full
payment of the exercise price and applicable withholding taxes to the stock administrator of the Company for the Shares with respect
to which the Option, or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with Sections
10.1 and 10.2 hereof.


6.3       Notification
Regarding Disposition. The Participant shall give the Company prompt written or electronic notice of any disposition of Shares
acquired by exercise of an Incentive Stock Option which occurs within (a) two (2) years after the date of granting (including the
date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) of such Option to such Participant,
or (b) one (I) year after the date of transfer of such Shares to such Participant.


ARTICLE
7



RESTRICTED STOCK


7.1       Award
of Restricted Stock.


(a)       The
Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including
the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan,
and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.


(b)       The
Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however,
that if a purchase price is charged, such purchase price shall be no less than the par value of the Shares to be purchased, unless
otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Stock
to the extent required by Applicable Law.


7.2       Rights
as Stockholders. Subject to Section 7.4 hereof, upon issuance of Restricted Stock, the Participant shall have, unless
otherwise provided by the Administrator, all the rights of a stockholder with respect to said shares, subject to the restrictions
in an applicable Program or in the applicable Award Agreement, including the right to receive all dividends and other distributions
paid or made with respect to the shares; provided, however, that, in the sole discretion of the Administrator, any
extraordinary distributions with respect to the shares shall be subject to the restrictions set forth in Section 7.3 hereof.


7.3       Restrictions.
All shares of Restricted Stock (including any shares received by Participants thereof with respect to shares of Restricted Stock
as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of an applicable Program
or the applicable Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide.
Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions
may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by
the Administrator, including, without limitation, criteria based on the Participant's continued employment, directorship or consultancy
with the Company, the Performance Criteria, Company or Affiliate performance, individual performance or other criteria selected
by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions
as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions
imposed by the terms of any Program or by the applicable Award Agreement. Restricted Stock may not be sold or encumbered until
all restrictions are terminated or expire.




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7.4       Repurchase
or Forfeiture of Restricted Stock. If no purchase price was paid by the Participant for the Restricted Stock, upon a Termination
of Service, the Participant's rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted
Stock shall be surrendered to the Company and cancelled without consideration. If a purchase price was paid by the Participant
for the Restricted Stock, upon a Termination of Service the Company shall have the right to repurchase from the Participant the
unvested Restricted Stock then-subject to restrictions at a cash price per share equal to the price paid by the Participant for
such Restricted Stock or such other amount as may be specified in an applicable Program or the applicable Award Agreement. The
Administrator in its sole discretion may provide that, upon certain events, including, without limitation, a Change in Control,
the Participant's death, retirement or disability, any other specified Termination of Service or any other event, the Participant's
rights in unvested Restricted Stock shall not terminate, such Restricted Stock shall vest and cease to be forfeitable and, if applicable,
the Company shall cease to have a right of repurchase.


7.5       Certificates
for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall
determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, in its sole discretion, retain physical
possession of any stock certificate until such time as all applicable restrictions lapse.


ARTICLE
8



PERFORMANCE AWARDS; DIVIDEND EQUIVALENTS; STOCK PAYMENTS; RESTRICTED STOCK UNITS; PERFORMANCE SHARES; OTHER INCENTIVE AWARDS; LTIP
UNITS


8.1       Performance
Awards.


(a)       The
Administrator is authorized to grant Performance Awards to any Eligible Individual. The value of Performance Awards may be linked
to any one or more of the Performance Criteria or other specific criteria determined by the Administrator, in each case on a specified
date or dates or over any period or periods determined by the Administrator.


(b)       Without
limiting Section 8.1(a) hereof, the Administrator may grant Performance Awards to any Eligible Individual in the form of
a cash bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which
are established by the Administrator, in each case on a specified date or dates or over any period or periods determined by the
Administrator.


8.2       Dividend
Equivalents.


(a)       Subject
to Section 8.2(b) hereof, Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another
Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the
date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminate or expire, as determined
by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time
and subject to such limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to Shares
covered by a Performance Award shall only be paid out to the Participant at the same time or times and to the same extent that
the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.


(b)       Notwithstanding
the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.


8.3       Stock
Payments. The Administrator is authorized to make one or more Stock Payments to any Eligible Individual. The number or value
of Shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria
or any other specific criteria, including service to the Company or any Affiliate, determined by the Administrator. Stock Payments
may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible
Individual.




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8.4       Restricted
Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms
and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or
dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting
as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service
to the Company or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determined by the
Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares
underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted
Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of
Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted,
fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock
Unit.


8.5       Performance
Share Awards. Any Eligible individual selected by the Administrator may be granted one or more Performance Share awards which
shall be denominated in a number of Shares and the vesting of which may be linked to any one or more of the Performance Criteria,
other specific performance criteria (in each case on a specified date or dates or over any period or periods determined by the
Administrator) and/or time-vesting or other criteria, as determined by the Administrator.


8.6       Other
Incentive Awards. The Administrator is authorized to grant Other Incentive Awards to any Eligible Individual, which Awards
may cover Shares or the right to purchase Shares or have a value derived from the value of, or an exercise or conversion privilege
at a price related to, or that are otherwise payable in or based on, Shares, shareholder value or shareholder return, in each case,
on a specified date or dates or over any period or periods determined by the Administrator. Other Incentive Awards may be linked
to any one or more of the Performance Criteria or other specific performance criteria determined appropriate by the Administrator.


8.7       LTIP
Units. The Administrator is authorized to grant LTIP Units in such amount and subject to such terms and conditions as may be
determined by the Administrator; provided, however, that LTIP Units may only be issued to a Participant for the performance
of services to or for the benefit of the Partnership (a) in the Participant's capacity as a partner of the Partnership, (b) in
anticipation of the Participant becoming a partner of the Partnership, or (c) as otherwise determined by the Administrator, provided
that the LTIP Units are intended to constitute "profits interests" within the meaning of the Code, including, to the
extent applicable, Revenue Procedure 93-27, 1993-2 C.B. 343 and Revenue Procedure 2001-43, 2001-2 C.B. 191. The Administrator shall
specify the conditions and dates upon which the LTIP Units shall vest and become nonforfeitable. LTIP Units shall be subject to
the terms and conditions of the Partnership Agreement and such other restrictions, including restrictions on transferability, as
the Administrator may impose. These restrictions may lapse separately or in combination at such times, pursuant to such circumstances,
in such installments, or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter.


8.8       Other
Terms and Conditions. All applicable terms and conditions of each Award described in this Article 8, including, without
limitation, as applicable, the term, vesting conditions and exercise/purchase price applicable to the Award, shall be set by the
Administrator in its sole discretion; provided, however, that the value of the consideration paid by a Participant
for an Award shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.


8.9       Exercise
upon Termination of Service. Awards described in this Article 8 are exercisable or distributable, as applicable, only
while the Participant is an Employee, Director or Consultant, as applicable. The Administrator, however, in its sole discretion
may provide that such Award may be exercised or distributed subsequent to a Termination of Service as provided under an applicable
Program, Award Agreement, payment deferral election and/or in certain events, including without limitation, a Change in Control,
the Participant's death, retirement or disability or any other specified Termination of Service.




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ARTICLE
9



STOCK APPRECIATION RIGHTS


9.1       Grant
of Stock Appreciation Rights.


(a)       The
Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion,
on such terms and conditions as it may determine consistent with the Plan.


(b)       A
Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant
to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then-exercisable pursuant to
its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise
price per Share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right
by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations
the Administrator may impose. Except as described in Section 9.1(c) hereof, the exercise price per Share subject to each
Stock Appreciation Right shall be set by the Administrator, but shall not be less than one hundred percent (100%) of the Fair Market
Value on the date the Stock Appreciation Right is granted.


(c)       Notwithstanding
the foregoing provisions of Section 9.1(b) hereof to the contrary, in the case of a Stock Appreciation Right that is a Substitute
Award, the price per share of the shares subject to such Stock Appreciation Right may be less than 100% of the Fair Market Value
per share on the date of grant; provided, however, that the exercise price of any Substitute Award shall be determined
in accordance with the applicable requirements of Sections 424 and 409A of the Code.


9.2       Stock
Appreciation Right Vesting.


(a)       The
Administrator shall determine the period during which the Participant shall vest in a Stock Appreciation Right and have the right
to exercise such Stock Appreciation Rights (subject to Section 9.4 hereof) in whole or in part. Such vesting may be based
on service with the Company or any Affiliate, any of the Performance Criteria or any other criteria selected by the Administrator.
At any time after grant of a Stock Appreciation Right, the Administrator may, in its sole discretion and subject to whatever terms
and conditions it selects, accelerate the period during which the Stock Appreciation Right vests.


(b)       No
portion of a Stock Appreciation Right which is unexercisable at Termination of Service shall thereafter become exercisable, except
as may be otherwise provided by the Administrator either in an applicable Program or Award Agreement or by action of the Administrator
following the grant of the Stock Appreciation Right.


9.3       Manner
of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery of all of
the following to the stock administrator of the Company, or such other person or entity designated by the Administrator, or his,
her or its office, as applicable:


(a)       A
written or electronic notice complying with the applicable rules established by the Administrator stating that the Stock Appreciation
Right, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then-entitled to exercise
the Stock Appreciation Right or such portion of the Stock Appreciation Right;


(b)       Such
representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with
all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator
may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance;




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(c)       In
the event that the Stock Appreciation Right shall be exercised pursuant to this Section 9.3 by any person or persons other
than the Participant, appropriate proof of the right of such person or persons to exercise the Stock Appreciation Right; and


(d)       Full
payment of the applicable withholding taxes for the Shares with respect to which the Stock Appreciation Rights, or portion thereof,
are exercised, in a manner permitted by the Administrator in accordance with Sections 9.1 and 9.2 hereof.


9.4       Stock
Appreciation Right Term. The term of each Stock Appreciation Right shall be set by the Administrator in its sole discretion;
provided, however, that the term shall not be more than ten (10) years from the date the Stock Appreciation Right
is granted. The Administrator shall determine the time period, including the time period following a Termination of Service, during
which the Participant has the right to exercise the vested Stock Appreciation Rights, which time period may not extend beyond the
expiration date of the Stock Appreciation Right term. Except as limited by the requirements of Section 409A of the Code, the Administrator
may extend the term of any outstanding Stock Appreciation Right, and may extend the time period during which vested Stock Appreciation
Rights may be exercised, in connection with any Termination of Service of the Participant, and may amend any other term or condition
of such Stock Appreciation Right relating to such a Termination of Service.


ARTICLE
10



ADDITIONAL TERMS OF AWARDS


10.1       Payment.
The Administrator shall determine the methods by which payments by any Participant with respect to any Awards granted under the
Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise
price of an Award, Shares issuable pursuant to the exercise of the Award) held for such period of time as may be required by the
Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery
equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Participant has placed a market
sell order with a broker with respect to Shares then-issuable upon exercise or vesting of an Award, and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required;
provided, however, that payment of such proceeds is then made to the Company upon settlement of such sale, or (d)
other form of legal consideration acceptable to the Administrator. The Administrator shall also determine the methods by which
Shares shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary,
no Participant who is a Director or an "executive officer" of the Company within the meaning of Section 13(k) of the
Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of
credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k)
of the Exchange Act.


10.2       Tax
Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant
to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the
Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to
any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and
in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in
Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate
withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld
or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase
no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local
and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall
determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations
due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay
the Option or Stock Appreciation Right exercise price or any tax withholding obligation.




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10.3       Transferability
of Awards.


(a)       Except
as otherwise provided in Section 10.3(b) or (c) hereof:


(i)       No
Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and
distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised,
or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;


(ii)       No
Award or interest or right therein shall be subject to the debts, contracts or engagements of the Participant or his successors
in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment
or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised, or the Shares
underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed, and any attempted disposition
of an Award prior to the satisfaction of these conditions shall be null and void and of no effect, except to the extent that such
disposition is permitted by clause (i) of this provision; and


(iii)       During
the lifetime of the Participant, only the Participant may exercise an Award (or any portion thereof) granted to him under the Plan,
unless it has been disposed of pursuant to a DRO; after the death of the Participant, any exercisable portion of an Award may,
prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised
by his personal representative or by any person empowered to do so under the deceased Participant's will or under the then-applicable
laws of descent and distribution.


(b)       Notwithstanding
Section 10.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant or a Permitted
Transferee of such Participant to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is
to become a Non-Qualified Stock Option) to any one or more Permitted Transferees of such Participant, subject to the following
terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted
Transferee (other than to another Permitted Transferee of the applicable Participant) other than by will or the laws of descent
and distribution; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions
of the Award as applicable to the original Participant (other than the ability to further transfer the Award); and (iii) the Participant
(or transferring Permitted Transferee) and the Permitted Transferee shall execute any and all documents requested by the Administrator,
including, without limitation, documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any
requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and (C) evidence the
transfer. In addition, and further notwithstanding Section 10.3(a) hereof, the Administrator, in its sole discretion, may
determine to permit a Participant to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under
Section 671 of the Code and applicable state law, the Participant is considered the sole beneficial owner of the Incentive Stock
Option while it is held in the trust.


(c)       Notwithstanding
Section 10.3(a) hereof, a Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise
the rights of the Participant and to receive any distribution with respect to any Award upon the Participant's death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions
of the Plan and any Program or Award Agreement applicable to the Participant, except to the extent the Plan, the Program and the
Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If
the Participant is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a "community
property" state, a designation of a person other than the Participant's spouse or domestic partner, as applicable, as his
or her beneficiary with respect to more than fifty percent (50%) of the Participant's interest in the Award shall not be effective
without the prior written or electronic consent of the Participant's spouse or domestic partner. If no beneficiary has been designated
or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant's will or the laws
of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at
any time provided the change or revocation is delivered to the Administrator prior to the Participant's death.




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10.4       Conditions
to Issuance of Shares.


(a)       Notwithstanding
anything herein to the contrary, neither the Company nor its Affiliates shall be required to issue or deliver any certificates
or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined,
with advice of counsel, that the issuance of such Shares is in compliance with Applicable Law, and the Shares are covered by an
effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein,
the Administrator may require that a Participant make such reasonable covenants, agreements, and representations as the Administrator,
in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.


(b)       All
Share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer
orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator
may place legends on any Share certificate or book entry to reference restrictions applicable to the Shares.


(c)       The
Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the
settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion
of the Administrator.


(d)       No
fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in
lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.


(e)       Notwithstanding
any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company and/or
its Affiliates may, in lieu of delivering to any Participant certificates evidencing Shares issued in connection with any Award,
record the issuance of Shares in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


10.5       Forfeiture
and Claw-Back Provisions.


(a)       Pursuant
to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have
the right to provide, in the terms of Awards made under the Plan, or to require a Participant to agree by separate written or electronic
instrument, that: (i) any proceeds, gains or other economic benefit actually or constructively received by the Participant upon
any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company,
and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (x)
a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the
Award, (y) the Participant at any time, or during a specified time period, engages in any activity in competition with the Company,
or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (z) the Participant
incurs a Termination of Service for cause; and


(b)       All
Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any
receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the applicable
provisions of any claw-back policy implemented by the Company, whether implemented prior to or after the grant of such Award, including,
without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law.


10.6       Prohibition
on Repricing. Subject to Section 12.2 hereof, the Administrator shall not, without the approval of the stockholders
of the Company, (a) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share,
or (b) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation
Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 12.2 hereof, the Administrator
shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding award to increase the
price per share or to cancel and replace an Award with the grant
of an Award having a price per share that is greater than or equal to the price per share of the original Award.




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10.7       Cash
Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award
Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination
thereof.


10.8       Leave
of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any
unpaid leave of absence. A Participant shall not cease to be considered an Employee, Non-Employee Director or Consultant, as applicable,
in the case of any (a) leave of absence approved by the Company, (b) transfer between locations of the Company or between the Company
and any of its Affiliates or any successor thereof, or change in status (Employee to Director, Employee to Consultant, etc.), provided
that such change does not affect the specific terms applying to the Participant's Award.


10.9       Terms
May Vary Between Awards. The terms and conditions of each Award shall be determined by the Administrator in its sole discretion
and the Administrator shall have complete flexibility to provide for varied terms and conditions as between any Awards, whether
of the same or different Award type and/or whether granted to the same or different Participants (in all cases, subject to the
terms and conditions of the Plan).


ARTICLE
11



ADMINISTRATION


11.1       Administrator.
The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall
administer the Plan (except as otherwise permitted herein) and, unless otherwise determined by the Board, shall consist solely
of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to
qualify as a "non-employee director" as defined by Rule 16b-3 of the Exchange Act and an "independent director''
under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, in each
case, to the extent required under such provision; provided, however, that any action taken by the Committee shall
be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied
the requirements for membership set forth in this Section 11.1 or otherwise provided in the Company's charter or Bylaws
or any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee
members shall be effective upon acceptance of appointment, Committee members may resign at any time by delivering written or electronic
notice to the Board, and vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full
Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards
granted to Non-Employee Directors and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by
Section 11.6 hereof.


11.2       Duties
and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in
accordance with its provisions. The Administrator shall have the power to interpret the Plan and all Programs and Award Agreements,
and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent
with the Plan, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement provided that the rights
or obligations of the holder of the Award that is the subject of any such Program or Award Agreement are not affected adversely
by such amendment, unless the consent of the Participant is obtained or such amendment is otherwise permitted under Section
12.13 hereof. Any such grant or award under the Plan need not be the same with respect to each Participant. Any such interpretations
and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole
discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan
except with respect to matters which under Rule 16b-3 under the Exchange Act or the rules of any securities exchange or automated
quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.




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11.3       Action
by the Committee. Unless otherwise established by the Board, in the Company's charter or Bylaws or in any charter of the Committee
or as required by Applicable Law or, a majority of the Committee shall constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved in writing by all members of the Committee in lieu of a
meeting, shall be deemed the acts of the Committee. To the greatest extend permitted by Applicable Law, each member of the Committee
is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other
employee of the Company or any Affiliate, the Company's independent certified public accountants, or any executive compensation
consultant or other professional retained by the Company to assist in the administration of the Plan.


11.4       Authority
of Administrator. Subject to any specific designation in the Plan and Applicable Law, the Administrator has the exclusive power,
authority and sole discretion to:


(a)       Designate
Eligible Individuals to receive Awards;


(b)       Determine
the type or types of Awards to be granted to each Eligible Individual; Award will relate;


(c)       Determine
the number of Awards to be granted and the number of Shares to which an award will relate;


(d)       Determine
the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price,
or purchase price, any performance criteria, any reload provision, any restrictions or limitations on the Award, any schedule for
vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof,
and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the
Administrator in its sole discretion determines;


(e)       Determine
whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid
in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


(f)       Prescribe
the form of each Award Agreement, which need not be identical for each Participant;


(g)       Determine
as between the Company, the Partnership and any Subsidiary which entity will make payments with respect to an Award, consistent
with applicable securities laws and other Applicable Law;


(h)       Decide
all other matters that must be determined in connection with an Award;


(i)       Establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;


(j)       Interpret
the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; and


(k)       Make
all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable
to administer the Plan.


11.5       Decisions
Binding. The Administrator's interpretation of the Plan, any Awards granted pursuant to the Plan, any Program, any Award Agreement
and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.




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11.6       Delegation
of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time delegate to a committee
of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other
administrative actions pursuant to this Article 11; provided, however, that in no event shall an officer of
the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (a) individuals
who are subject to Section 16 of the Exchange Act or (b) officers of the Company (or Directors) to whom authority to grant or amend
Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only
be permitted to the extent it is permissible under Applicable Law. Any delegation hereunder shall be subject to the restrictions
and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority
so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 11.6 shall serve in such
capacity at the pleasure of the Board and the Committee.


ARTICLE
12



MISCELLANEOUS PROVISIONS


12.1       Amendment.
Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.1, the Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval
of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the
Administrator may, except as provided in Section 12.2 hereof, (i) increase the Share Limit, (ii) reduce the price per share
of any outstanding Option or Stock Appreciation Right granted under the Plan, or (iii) cancel any Option or Stock Appreciation
Right in exchange for cash or another Award in violation of Section 10.6 hereof. Except as provided in Section 12.13
hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or
obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. The annual
increase to the Share Limit (set forth in Section 3.1(a)(ii) hereof) shall terminate on the tenth (10th) anniversary of
the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant
to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be granted under
the Plan after the tenth (10th) anniversary of the Effective Date.


12.2       Changes
in Common Stock or Assets of the Company. Acquisition or Liquidation of the Company and Other Corporate Events.


(a)       In
the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other
than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company's stock
or the share price of the Company's stock other than an Equity Restructuring, the Board may make equitable adjustments, if any,
to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan (including,
without limitation, adjustments of the Share Limit and Individual Award Limits); (ii) the number and kind of Shares (or other securities
or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation,
any applicable performance targets or criteria with respect thereto); and/or (iv) the grant or exercise price per share for any
outstanding Awards under the Plan.


(b)       In
the event of any transaction or event described in Section 12.2(a) hereof or any unusual or nonrecurring transactions or
events affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable
Law or accounting principles, the Board, in its sole discretion, and on such terms and conditions as it deems appropriate, either
by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take
any one or more of the following actions whenever the Board determines that such action is appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award
under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:




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(i)       To
provide for either (A) termination of any such Award in exchange for an amount of cash and/or other property, if any, equal to
the amount that would have been attained upon the exercise of such Award or realization of the Participant's rights (and, for the
avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 12.2, the
Board determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant's
rights, then such Award may be terminated by the Company without payment) or (B) the replacement of such Award with other rights
or property selected by the Board in its sole discretion having an aggregate value not exceeding the amount that could have been
attained upon the exercise of such Award or realization of the Participant's rights had such Award been currently exercisable or
payable or fully vested;


(ii)       To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices;


(iii)       To
make adjustments in the number and type of securities subject to outstanding Awards and Awards which may be granted in the future
and/or in the terms, conditions and criteria included in such Awards (including the grant or exercise price, as applicable);


(iv)       To
provide that such Award shall be exercisable or payable or fully vested with respect to all securities covered thereby, notwithstanding
anything to the contrary in the Plan or an applicable Program or Award Agreement; and


(v)       To
provide that the Award cannot vest, be exercised or become payable after such event.


(c)       In
connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 12.2(a)
and 12.2(b) hereof:


(i)       The
number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall
be equitably adjusted; and/or


(ii)       The
Board shall make such equitable adjustments, if any, as the Board in its discretion may deem appropriate to reflect such Equity
Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, without limitation,
adjustments to the Share Limit and the Individual Award Limits).


The adjustments provided
under this Section 12.2(c) shall be nondiscretionary and shall be final and binding on the affected Participant and the
Company.


(d)       Except
as may otherwise be provided in any applicable Award Agreement or other written agreement entered into between the Company (or
an Affiliate) and a Participant, if a Change in Control occurs and a Participant's outstanding Awards are not continued, converted,
assumed, or replaced by the surviving or successor entity in such Change in Control, then immediately prior to the Change in Control
such outstanding Awards, to the extent not continued, converted, assumed, or replaced, shall become fully vested and, as applicable,
exercisable and shall be deemed exercised immediately prior to the consummation of such transaction, and all forfeiture, repurchase
and other restrictions on such Awards shall lapse immediately prior to such transaction. If an Award vests and, as applicable,
is exercised in lieu of continuation, conversion, assumption or replacement in connection with a Change in Control, the Administrator
shall notify the Participant of such vesting and any applicable deemed exercise, and the Award shall terminate upon the Change
in Control. Upon, or in anticipation of, a Change in Control, the Administrator may cause any and all Awards outstanding hereunder
to terminate at a specific time in the future, including, without limitation, to the date of such Change in Control, and shall
give each Participant the right to exercise such Awards during a period of time as the Administrator, in its sole and absolute
discretion, shall determine. For the avoidance of doubt, if the value of an Award that is terminated in connection with this Section
12.2(d) is zero or negative at the time of such Change in Control, such Award shall be terminated upon the Change in Control
without payment of consideration therefor.




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(e)       The
Administrator may, in its sole discretion, include such further provisions and limitations in any Award, agreement or certificate,
as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.


(f)       No
adjustment or action described in this Section 12.2 or in any other provision of the Plan shall be authorized to the extent
that such adjustment or action would cause the Plan to violate Section 422(b)(l) of the Code. Furthermore, no such adjustment or
action shall be authorized with respect to any Award to the extent such adjustment or action would result in short-swing profits
liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act unless the
Administrator determines that the Award is not to comply with such exemptive conditions.


(g)       The
existence of the Plan, any Program, any Award Agreement and/or any Award granted hereunder shall not affect or restrict in any
way the right or power of the Company, the stockholders of the Company or any Affiliate to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's or such Affiliate's capital structure or its business, any merger or consolidation
of the Company or any Affiliate, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior to or affect the Common Stock, the securities of any Affiliate or
the rights thereof or which are convertible into or exchangeable for Common Stock or securities of any Affiliate, or the dissolution
or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.


(h)       No
action shall be taken under this Section 12.2 which shall cause an Award to fail to comply with Section 409A of the Code
or an exemption therefrom, in either case, to the extent applicable to such Award, unless the Administrator determines any such
adjustments to be appropriate.


(i)       In
the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price
of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Company in its sole discretion
may refuse to permit the exercise of any Award during a period of thirty (30) days prior to the consummation of any such transaction.


12.3       Approval
of Plan by Stockholders. The Plan shall be submitted for the approval of the Company's stockholders within twelve (12) months
after the date of the Board's initial adoption of the Plan. Awards may be granted or awarded prior to such stockholder approval;
provided, however, that such Awards shall not be exercisable, shall not vest and the restrictions thereon shall not
lapse and no Shares shall be issued pursuant thereto prior to the time when the Plan is approved by the Company's stockholders,
and provided, further, that if such approval has not been obtained at the end of such twelve (12)-month period, all
such Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void.


12.4       No
Stockholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Participant shall
have none of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record owner
of such Shares.


12.5       Paperless
Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated
system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response,
then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated
system.


12.6       Section
83(b) Election. No Participant may make an election under Section 83(b) of the Code with respect to any Award under the Plan
without the consent of the Administrator, which the Administrator may grant (prospectively or retroactively) or withhold in its
sole discretion. If, with the consent of the Administrator, a Participant makes an election under Section 83(b) of the Code to
be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or
dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required
to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.




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12.7       Grant
of Awards to Certain Employees or Consultants. The Company, the Partnership or any Subsidiary may provide through the establishment
of a formal written policy (which shall be deemed a part of this Plan) or otherwise for the method by which Shares or other securities
of the Company or the Partnership may be issued and by which such Shares or other securities and/or payment therefor may be exchanged
or contributed among such entities, or may be returned upon any forfeiture of Shares or other securities by the Participant.


12.8       REIT
Status. The Plan shall be interpreted and construed in a manner consistent with the Company's status as a REIT. No Award shall
be granted or awarded, and with respect to any Award granted under the Plan, such Award shall not vest, be exercisable or be settled:


(a)       to
the extent that the grant, vesting, exercise or settlement of such Award could cause the Participant or any other person to be
in violation of the Common Stock Ownership Limit or the Aggregate Stock Ownership Limit (each as defined in the Company's charter,
as amended from time to time); or


(b)       if,
in the discretion of the Administrator, the grant, vesting, exercise or settlement of such award could impair the Company's status
as a REIT.


12.9       Effect
of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans
in effect for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate:
(a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Affiliate
or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate
purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company,
firm or association.


12.10       Compliance
with Laws. The Plan, the granting and vesting of Awards under the Plan, the issuance and delivery of Shares and LTIP Units
and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable
Law and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company,
be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions,
and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the
Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. To the extent permitted by
Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to
such Applicable Law.


12.11       Titles
and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the sections in the Plan are for
convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall
control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.


12.12       Governing
Law. The Plan and any Programs or Award Agreements hereunder shall be administered, interpreted and enforced under the internal
laws of the State of Maryland without regard to conflicts of laws thereof.


12.13       Section
409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the
Code, the Plan, any applicable Program and the Award Agreement covering such Award shall be interpreted in accordance with Section
409A of the Code. Notwithstanding any provision of the Plan to the contrary, in the event that, following the Effective Date, the
Administrator determines that any Award may be subject to Section 409A of the Code, the Administrator may adopt such amendments
to the Plan, any applicable Program and the Award Agreement or adopt other policies and procedures (including amendments, policies
and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate
to avoid the imposition of taxes on the Award under Section 409A of the Code, either through compliance with the requirements of
Section 409A of the Code or with an available exemption therefrom.




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12.14       No
Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan,
and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Participants or any other persons uniformly.


12.15       Unfunded
Status of Awards. The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments
not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give
the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate.


12.16       Indemnification.
To the extent allowable pursuant to Applicable Law and the Company's charter and Bylaws, each member of the Board and any officer
or other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held harmless
by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection
with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved
by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction
of judgment in such action, suit, or proceeding against him or her; provided, however, that he or she gives the Company
an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such
persons may be entitled pursuant to the Company's charter or Bylaws, as a matter of law, or otherwise, or any power that the Company
may have to indemnify them or hold them harmless.


12.17       Relationship
to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the
extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


12.18       Expenses.
The expenses of administering the Plan shall be borne by the Company and its Affiliates.




 


 



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