Exhibit 10.1


 





LXP
INDUSTRIAL TRUST



2022 EQUITY-BASED AWARD PLAN


 





 



 


Plan
Document


 





 





 


1.           Introduction.


 


(a)          Purpose.
By resolution of the Compensation Committee of its Board of Trustees approved on April 1, 2022 (the “Committee Approval
Date”), LXP Industrial Trust (the “Company”) hereby establishes this equity-based incentive
compensation plan to be known as the “LXP Industrial Trust 2022 Equity-Based Award Plan” (the “Plan”).
The Plan was established for the following purposes: (i) to enhance the Company’s ability to attract highly qualified
personnel; (ii) to strengthen its retention capabilities; (iii) to enhance the long-term performance and competitiveness
of the Company; and (iv) to ensure that the interests of Plan participants align with those of the Company’s shareholders.
This Plan is intended to achieve such purposes and to serve as the sole source for all future equity-based awards to those eligible
for Plan participation.


 


(b)          Effective
Date. This Plan shall become effective on the date (the “Effective Date”) upon which it has received
approval by a vote of a majority of the votes cast at a duly held meeting of the Company’s shareholders (or by such other
shareholder vote that the Committee determines to be sufficient for the issuance of Shares and Awards according to the Company’s
governing documents and Applicable Law).


 


(c)          Definitions.
Terms used herein and in Appendix I that begin with an initial capital letter shall have the meanings set forth in
Appendix I or elsewhere in this Plan, unless the context of their use clearly indicates a different meaning.


 


(d)          Effect
on Other Plans, Awards, and Arrangements. This Plan is not intended to affect, and shall not affect, any share options, equity-based
compensation, or other benefits that the Company or its Affiliates may have provided, or may provide in the future, pursuant to any agreement,
plan, or program that is independent of this Plan. For example, changes in this Plan from the Company’s Amended and Restated 2011
Equity-Based Award Plan (the “2011 Plan” do not affect any awards granted under the 2011 Plan.


 


2.            Types
of Awards. The Plan permits, but does not require, the granting of the following types of Awards according to the Sections
of the Plan listed below:


 


	Section 5 	Share
                                         Options
	Section 6	Shares
                                         Appreciation Rights (“SARs”) Restricted Share, Restricted Share
                                         Unit (“RSUs”) and Unrestricted Share
	Section 7	Awards
	Section 8	Performance
                                         Awards
	Section 9	Dividends
                                         Equivalent Rights



  


3.            Shares
Available for Awards.


 


(a)          Generally.
Subject to Section 12 below, from the Effective Date, a total of 4,000,000 Shares shall be available for issuance under the
Plan (plus any shares subject to outstanding awards under the Amended and Restated
Lexington Realty Trust 2011 Equity-Based Award Plan). The Shares deliverable pursuant to Awards shall be authorized but unissued Shares, or Shares that the Company otherwise
holds in treasury or in trust.


 


(b)          Replenishment;
Counting of Shares. If an Award expires or becomes un-exercisable without having been exercised in full or, with respect to
Restricted Shares, Restricted Share Units, or Performance Units, is forfeited to the Company, the unpurchased Shares (or for Awards
other than Options or SARs, the forfeited


 






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Shares)
which were subject thereto will become available for future grant or sale under this Plan, unless this Plan has terminated.
With respect to SARs, all of the Shares covered by the Award (that is, Shares actually issued pursuant to a SAR, as well as
the Shares that represent payment of the exercise price therefor) will cease to be available under this Plan. Shares that
actually have been issued under this Plan under any Award will not revert to this Plan and will not become available for
future distribution under this Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Shares are
forfeited to the Company, such Shares will become available for future grant under this Plan. Shares: (i) used to pay
the exercise price of an Award, (ii) used to satisfy the Withholding Tax obligations related to an Award, or
(iii) re-acquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options will
be deemed used under this Plan and will not become available for future grant or sale under this Plan. To the extent that an
Award under this Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of
Shares available for issuance under this Plan. Notwithstanding the foregoing, and subject to adjustment as provided in
Section 13, the maximum number of Shares that may be issued upon the exercise of ISOs will equal the aggregate Share
number stated in Section 3(a), plus, to the extent allowable under Code Section 422, any Shares that become
available for issuance under this Plan pursuant to this Section 3(b).


 


4.            Eligibility.


 


(a)          General
Rule. Subject to the express provisions of the Plan, the Committee shall determine from the class of Eligible Persons those
Persons to whom Awards may be granted, the number of Shares subject to each Award, the price (if any) to be paid for the Shares
or the Award and, in the case of Performance Awards, in addition to matters discussed in Section 8 below, the specific objectives,
goals and performance criteria that further define the Performance Award. The Committee may grant ISOs only to Employees of the
Company or any of its Affiliates that is a “parent corporation” or “subsidiary corporation” within the
meaning of Section 424 of the Code, and may grant all other Awards to any Eligible Person. A Participant who has been granted
an Award may be granted an additional Award or Awards in accordance with the terms of this Plan if the Committee shall so determine,
if such person is otherwise an Eligible Person.


 


(b)          Documentation
of Award. Each Award shall be evidenced by an Award Agreement signed by the Company and by the Participant. The Award Agreement
shall set forth the material terms and conditions of the Award established by the Committee, and each Award shall be subject to
the terms and conditions set forth in Sections 13, 22 and 23 unless otherwise specifically provided in an Award Agreement.


 


(c)          Minimum
Vesting for Awards. Notwithstanding any other provision of this Plan to the contrary, Awards that are subject to vesting shall
become vested on a pro rata basis over a period of not less than one year following the Date of Grant; provided, however, that,
notwithstanding the foregoing, such Awards that result in the issuance of an aggregate of up to 5% of the maximum number
of Shares available at any time pursuant to Section 3(a) may be granted without respect to such minimum vesting provision.


 


(d)          Limitation
on Individual Grants. The maximum number of Shares subject to an Award or Awards granted to any one Participant in any one
calendar year may not exceed 500,000 Shares (or 75,000 Shares for non-Employee Trustee), subject to adjustment as provided in Section
12.


 


5.            Share
Options.


 


(a)          Grants.
Subject to the special rules for ISOs set forth in the next paragraph, the Committee may grant Options to Eligible Persons pursuant
to Award Agreements (i) that set forth terms and conditions that are not inconsistent with the Plan, that may be immediately
exercisable or that may become exercisable in whole or in part based on future events or conditions, (ii) that may include
vesting or other requirements for the right to exercise


 






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the Options, and (iii) that may differ for any reason from those
granted to other Eligible Persons or classes of Eligible Persons, provided in all instances that:


 


(A)       the
exercise price for Shares subject to purchase through exercise of an Option shall not be less than 100% of the Fair Market
Value of the underlying Shares on the Grant Date; and


 


(B)       no
Option shall be exercisable for a term ending more than ten years after the Grant Date for such Option.


 


(b)          Special
ISO Provisions. The following provisions shall control any grants of Options that are denominated as ISOs; provided that
ISOs may not be awarded unless the Plan receives shareholder approval within twelve (12) months after its Committee
Approval Date, and provided further that ISOs may not be granted more than ten (10) years after the Board approves the
Plan.


 


(i)         Eligibility.
The Committee may grant ISOs only to Employees of the Company or any of its Affiliates that is a “parent corporation”
or “subsidiary corporation” within the meaning of Code Section 424.


 


(ii)        Documentation.
Each Option that is intended to be an ISO must be designated as an ISO in the Award Agreement, provided that any Option that is
designated as an ISO will not be an ISO to the extent that such Option fails to meet the requirements of Code Section 422
or the provisions of this Section 5(b). In the case of an ISO, the Committee shall determine on the Grant Date the acceptable
methods of paying the exercise price for Shares and shall include such methods in the applicable Award Agreement.


 


(iii)       $100,000
Limit. To the extent that the aggregate Fair Market Value of Shares with respect to which ISOs first become exercisable by
a Participant in any calendar year (including those granted under this Plan and any other plan of the Company or any of its Affiliates)
exceeds U.S. $100,000, such excess Options shall be treated as Non-ISOs. For purposes of determining whether the U.S. $100,000
limit is exceeded, the Fair Market Value of the Shares subject to an ISO shall be determined as of the Grant Date. In reducing
the number of Options treated as ISOs to meet the U.S. $100,000 limit, the most recently granted Options shall be reduced
first. In the event that Code Section 422 is amended to alter the limitation set forth therein, the limitation of this paragraph
shall be automatically adjusted accordingly.


 


(iv)       Grants
to 10% Holders. In the case of an ISO granted to an Employee who is a Ten Percent Holder on the Grant Date, the ISO’s
term shall not exceed five (5) years from the Grant Date, and the exercise price shall be at least 110% of the Fair
Market Value of the underlying Shares as of the Grant Date. In the event that Code Section 422 is amended to alter the limitations
set forth therein, the limitation of this paragraph shall be automatically adjusted accordingly.


 


(v)         Substitution
of Options. In the event that the Company or its Affiliate acquires (whether by purchase, merger, or otherwise) all or substantially
all of the outstanding capital stock or assets of another corporation, or in the event of any reorganization or other transaction
qualifying under Code Section 424, the Committee may, in accordance with the provisions of Code Section 424, substitute
ISOs for ISOs previously granted under the plan of the acquired company provided (A) the excess of the aggregate Fair Market
Value of the Shares subject to an ISO immediately after the substitution over the aggregate exercise price of such Shares is not
more than the similar excess immediately before such substitution, and (B) the new ISO does not give additional benefits
to the Participant, including any extension of the exercise period.


 


(vi)        Notice
of Disqualifying Dispositions. By executing an Award Agreement for ISOs, each Participant agrees to notify the Company in
writing immediately after the Participant sells, transfers or otherwise disposes of any Shares acquired through exercise of the
ISO, if such disposition occurs within the earlier of (A) two years of the Grant Date, or (B) one (1) year after
the exercise of the ISO being exercised. Each Participant further agrees to provide any information about a disposition of Shares
as may be requested by the Company from time to time.


 






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(c)          Method
of Exercise. Each Option may be exercised, in whole or in part (provided, that the Company shall not be required to issue
fractional Shares) at any time and from time to time prior to its expiration, but only pursuant to the terms of the applicable
Award Agreement and subject to the times, circumstances, and conditions for exercise contained in the applicable Award Agreement.
Exercise shall occur by delivery of both written notice of exercise to a designated Employee of the Company and payment of the
full exercise price for the Shares being purchased. Unless otherwise specified in an Award Agreement, the exercise price of Options
held by any Participant shall be satisfied through a net exercise by surrendering to the Company Shares otherwise receivable upon
exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Shares
as to which the Option is being exercised.







 


The
Company shall not deliver Shares pursuant to the exercise of an Option until the Company has received sufficient Shares (and/or
funds to the extent otherwise permitted pursuant to any Award Agreement) to cover the full exercise price due and all applicable
Withholding Taxes required by reason of such exercise.


 


Notwithstanding
any other provision of the Plan to the contrary, no Participant who is a Trustee 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 to 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.


 


(d)          Exercise
of an Unvested Option. Unvested Options shall not be exercisable by the Participant.


 


(e)         Termination
of Continuous Service. The Committee may establish and set forth in the applicable Award Agreement or employment- related
agreements the terms and conditions on which an Option shall remain exercisable, if at all, following termination of a Participant’s
Continuous Service. The Committee may waive or modify these provisions at any time. To the extent that a Participant is not entitled
to exercise an Option at the date of his or her termination of Continuous Service, or if the Participant (or other person entitled
to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Award Agreement,
the relevant employment-related agreements or below (as applicable), the Option shall terminate, and the Shares underlying the
unexercised portion of the Option shall revert to the Plan and become available for future Awards. In no event may any Option
be exercised after the expiration of the Option term as set forth in the Award Agreement.


 


The
following provisions shall apply to the extent an Award Agreement or an employment-related agreement does not specify the terms
and conditions upon which an Option shall terminate when there is a termination of a Participant’s Continuous Service:


 


	Reason
    for terminating Continuous Service	 	Option
    Termination Date
	 	 	 
	By
    the Company for Cause, or what would have been Cause if the Company had known all of the relevant facts.	 	Termination
    of the Participant’s Continuous Service, or when Cause first existed, if earlier.
	Disability
    of the Participant.	 	Within
    six (6) months after termination of the Participant’s Continuous Service.
	Retirement
    of the Participant.	 	Within
    six (6) months (three (3) months in the case of ISOs) after termination of the Participant’s Continuous Service.
	Death
    of the Participant during Continuous Service or within ninety (90) days thereafter.	 	Within
    six (6) months after termination of the Participant’s Continuous Service.
	Any
    other reason.	 	Within
    ninety (90) days after termination of the Participant’s Continuous Service.


 






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If
there is a Securities and Exchange Commission blackout period (or a Company-imposed blackout period) that prohibits the buying
or selling of Shares during any part of the ten (10)-day period before the expiration of any Option based on the termination of
a Participant’s Continuous Service (as described above), the period for exercising the Options shall be extended until ten
(10) days beyond when such blackout period ends.


 


Notwithstanding
any provision herein or within an Award Agreement, no Option shall ever be exercisable after the expiration date of its original
term as set forth in the Award Agreement.







 


6.            SARS.


 


(a)          Grants.
The Committee may grant SARs to Eligible Persons pursuant to Award Agreements setting forth terms and conditions that are not
inconsistent with the Plan; provided that:


 


(i)          the
exercise price for the Shares subject to each SAR shall not be less than the Fair Market Value of the underlying Shares as of
the Grant Date (unless the Award replaces a previously issued Option or SAR);


 


(ii)         no
SAR shall be exercisable for a term ending more than ten (10) years after its Grant Date; and


 


(iii)        each
SAR shall, except to the extent that an Award Agreement for an SAR (an “SAR Award Agreement”) provides
otherwise, be subject to the provisions of Section 5(e) relating to the effect of a termination of Participant’s Continuous
Service, with “SAR” being substituted for “Option.”


 


(b)          Settlement.
Subject to the Plan’s terms, a SAR shall entitle the Participant, upon exercise of the SAR, to receive Shares having a Fair
Market Value on the date of exercise equal to the product of the number of Shares as to which the SAR is being exercised, and
the excess of (i) the Fair Market Value, on such date, of the Shares covered by the exercised SAR, over (ii) an exercise
price designated in the SAR Award Agreement. Notwithstanding the foregoing, a SAR Award Agreement may limit the total settlement
value that the Participant will be entitled to receive upon the SAR’s exercise, and may provide for settlement either in
cash or in any combination of cash or Shares that the Committee may authorize pursuant to an Award Agreement. If, on the date
on which a SAR or portion thereof is to expire, the Fair Market Value of the underlying Shares exceeds their aggregate exercise
price of such SAR, then the SAR shall be deemed exercised, and the Participant shall within ten (10) days thereafter receive
the Shares that would have been issued on such date if the Participant had affirmatively exercised the SAR on that date.


 


(c)          SARs
related to Options. The Committee may grant SARs either concurrently with the grant of an Option or with respect to an outstanding
Option, in which case the SAR shall extend to all or a portion of the Shares covered by the related Option, and shall have an
exercise price that is not less than the exercise price of the related Option. A SAR shall entitle the Participant who holds the
related Option, upon exercise of the SAR and surrender of the related Option, or portion thereof, to the extent that the SAR and
related Option each were previously unexercised, to receive payment of an amount determined pursuant to Section 6(b) above.
Any SAR granted in tandem with an ISO will contain such terms as may be required to comply with the provisions of Code Section 422.


 


(d)          Effect
on Available Shares. All SARs that may be settled in Shares shall be counted in full against the number of Shares available
for award under the Plan, regardless of the number of Shares actually issued upon settlement of the SARs.


 


7.            Restricted
Shares, RSUs, and Unrestricted Share Awards.


 


(a)          Grant.
The Committee may grant Restricted Share, RSU, or Unrestricted Share Awards to Eligible Persons, in all cases pursuant to Award
Agreements setting forth terms and conditions that are not inconsistent with the Plan. The Committee shall establish as to each
Restricted Share or RSU Award the number of Shares deliverable or subject to the Award (which number may be determined by a written
formula), and the period


 






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or
periods of time (the “Restriction Period”) at the end of which all or some restrictions specified
in the Award Agreement shall lapse, and the Participant shall receive unrestricted Shares (and cash to the extent provided in
the Award Agreement) in settlement of the Award. Such restrictions may include, without limitation, restrictions concerning
dividend and 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 Committee, including, without limitation,
criteria based on the Participant’s duration of employment, directorship or consultancy with the Company, individual,
group, or divisional performance criteria, Company performance, or other criteria selection by the Committee. The Committee
may make Restricted Share and RSU Awards with or without the requirement for payment of cash or other consideration. In
addition, the Committee may grant Awards hereunder in the form of Unrestricted Shares which shall vest in full upon the Grant
Date or such other date as the Committee may determine or which the Committee may issue pursuant to any program under which
one or more Eligible Persons (selected by the Committee in its sole discretion) elect to pay for such Shares or to receive
Unrestricted Shares in lieu of cash bonuses that would otherwise be paid.


 


(b)         Vesting
and Forfeiture. The Committee shall set forth, in an Award Agreement granting Restricted Shares or RSUs, the terms and conditions
under which the Participant’s interest in the Restricted Shares or the Shares subject to RSUs will become vested and non-forfeitable.
Except as set forth in the applicable Award Agreement or in employment-related agreements or as the Committee otherwise determines,
upon termination of a Participant’s Continuous Service for any reason, the Participant shall forfeit his or her Restricted
Shares and RSUs to the extent the Participant’s interest therein has not vested on or before such termination date; provided
that if a Participant purchases Restricted Shares and forfeits them for any reason, the Company shall return the purchase price
to the Participant to the extent either set forth in an Award Agreement or required by Applicable Laws.


 


(c)          Account
for Restricted Shares. Unless otherwise provided in an Award Agreement, the Company shall hold Restricted Shares in a book-entry
restricted account until the restrictions on such Shares lapse, and the Participant shall provide the Company with appropriate
stock powers endorsed in blank. The Participant’s failure to provide such stock powers within ten (10) days after receiving
a written request from the Company therefor shall entitle the Committee to unilaterally declare a forfeiture of all or some of
the Participant’s Restricted Shares.


 


(d)          Section 83(b)
Elections. A Participant may make an election under Code Section 83(b) (the “Section 83(b) Election”)
with respect to Restricted Shares. A Participant who has received RSUs may, within ten (10) days after receiving the RSU
Award, provide the Committee with a written notice of his or her desire to make Section 83(b) Election with respect to the
Shares subject to such RSUs. The Committee may in its discretion convert the Participant’s RSUs into Restricted Shares,
on a one- for-one basis, in full satisfaction of the Participant’s RSU Award. The Participant may then make a Section 83(b)
Election with respect to those Restricted Shares; provided that the Participant’s Section 83(b) Election will be invalid
if not filed with the Company and the appropriate U.S. tax authorities within 30 days after the Grant Date of the
RSUs that are thereafter replaced by the Restricted Shares.


 


(e)          Issuance
of Shares upon Vesting. As soon as practicable after vesting of a Participant’s Restricted Shares (or of the right to
receive Shares underlying RSUs), the Company shall deliver to the Participant, free from vesting restrictions, one Share for each
surrendered and vested Restricted Share (or deliver one Share free of the vesting restriction for each vested RSU), unless an
Award Agreement provides otherwise and subject to Section 10 regarding Withholding Taxes. No fractional Shares shall be distributed,
and cash shall be paid in lieu thereof.


 


8.            Performance
Awards.


 


(a)          Grant.
The Committee is hereby authorized to grant Performance Awards to Participants. Performance Awards include arrangements under
which the grant, issuance, retention, vesting and/or transferability of any Award are subject to Performance Criteria and such
additional conditions or terms as the Committee may


 






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designate. Subject to the terms of the Plan and any applicable Award Agreement,
a Performance Award granted under the Plan:


 


(i)          may
be denominated or payable in cash, Shares (including, without limitation, Restricted Shares), other securities, or other Awards;
and


 


(ii)         shall
confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the
Performance Award, in whole or in part, on the achievement of such performance goals during such Performance Periods as the Committee
shall establish.


 


(b)          Amendment
of Performance Criteria. After a Performance Award has been granted, the Committee may, if it determines appropriate,
amend any Performance Criteria, at its sole and absolute discretion.







 


(c)          Satisfaction
of Performance Criteria. If, as a result of the applicable Performance Criteria being met, a Performance Award becomes
vested and/or exercisable in respect of some, but not all of the number of Shares underlying such Award, which did not become
vested and exercisable by the end of the Performance Period, such Performance Award shall thereupon lapse and cease to be exercisable
in respect of the balance of the Shares which did not vest and/or become exercisable by the end of the Performance Period.


 


9.            Dividend
Equivalent Rights. The Committee may grant Dividend Equivalent Rights to any Eligible Person, and may do so either pursuant
to an Award Agreement that is independent of any other Award (other than an Option or SAR) or through a provision in another Award
that Dividend Equivalent Rights attach to the Shares underlying the Award. For example, and without limitation, the Committee
may grant a Dividend Equivalent Right in respect of each Share subject to a Restricted Share Award, RSU Award, or Performance
Award.


 


(a)          Nature
of Right. Each Dividend Equivalent Right shall represent the right to receive amounts based on the dividends declared on Shares
as of all dividend payment dates during the term of the Dividend Equivalent Right (as determined by the Committee). Unless otherwise
determined by the Committee, a Dividend Equivalent Right shall expire upon termination of the Participant’s Continuous Service,
provided that a Dividend Equivalent Right that is granted as part of another Award shall have a term and an expiration date that
coincides with those of the related Award.


 


(b)          Settlement.
Unless otherwise provided in an Award Agreement, Dividend Equivalent Rights shall be paid out on the (i) record date for
dividends if the Award occurs on a stand-alone basis, and (ii) vesting or later settlement date for another Award if the
Dividend Equivalent Right is granted as part of it. Payment of all amounts determined in accordance with this Section shall be
in Shares, with cash paid in lieu of fractional Shares, provided that the Committee may instead provide in an Award Agreement
for cash settlement of all or part of the Dividend Equivalent Rights. Only the Shares actually issued pursuant to Dividend Equivalent
Rights shall count against the limits set forth in Section 3 above.


 


(c)          Other
Terms. The Committee may impose such other terms and conditions on the grant of a Dividend Equivalent Right as it deems appropriate
in its discretion as reflected by the terms of the Award Agreement. The Committee may establish a program under which Dividend
Equivalent Rights may be granted in conjunction with other Awards.


 


10.          Taxes;
Withholding.


 


(a)          General
Rule. Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection
with Awards, and neither the Company or any of its Affiliates, nor any of their respective employees, directors, or agents shall
have any obligation to mitigate, indemnify, or otherwise hold any Participant harmless from any or all of such taxes. The Company’s
obligation to deliver Shares (or to pay cash) to Participants pursuant to Awards is at all times subject to a Participant’s
prior or coincident satisfaction of all required


 






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Withholding Taxes. Except to the extent otherwise either provided in an Award
Agreement, the Company or any of its Affiliates shall satisfy Withholding Taxes:


 


(i)          first
by withholding and cancelling the Participant’s rights with respect to a number of Shares that (A) would otherwise
have been delivered to the Participant pursuant to the Award, and (B) have an aggregate Fair Market Value (as of the date
of withholding) equal to the Withholding Taxes;


 


(ii)         second
by withholding any cash otherwise payable to the Participant pursuant to the Award; and


 


(iii)        finally,
by withholding the cash otherwise payable to the Participant by the Company.


 


The
number of Shares withheld and cancelled to pay a Participant’s Withholding Taxes shall not be rounded up to the
nearest whole Share sufficient to satisfy such taxes. In such case, the Participant shall pay to the Company that amount of
cash that is equal to the amount by which the Withholding Taxes exceed the Fair Market Value of such Shares as of the date of
withholding.


 


(b)          U.S. Code
Section 409A. To the extent that the Committee determines that any Award granted under the Plan is subject to Code Section 409A,
the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Code Section 409A. To the
extent applicable, the Plan and any Award Agreements shall be interpreted in accordance with Code Section 409A and Department
of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations
or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, the
Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary
or appropriate (i) to exempt the Award from Code Section 409A and/or preserve the intended tax treatment of the benefits
provided with respect to the Award, or (ii) to comply with the requirements of Code Section 409A and related Department
of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.


 


(c)          Unfunded
Tax Status. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments
not yet made to a Person pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give such Person any
rights that are greater than those of a general creditor of the Company or any of its Affiliates, and a Participant’s rights
under the Plan at all times constitute an unsecured claim against the general assets of the Company for the collection of benefits
as they come due. Neither the Participant nor the Participant’s duly- authorized transferee or Beneficiaries shall have
any claim against or rights in any specific assets, Shares, or other funds of the Company.


 


11.          Non-Transferability
of Awards.


 


(a)          General.
Except as set forth in this Section, or as otherwise approved by the Committee, Awards may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a death
Beneficiary by a Participant will not constitute a transfer. An Award may be exercised during the lifetime of the holder of an
Award only by such holder, by the duly-authorized legal representative of a holder who is Disabled, or by a transferee permitted
by this Section.


 


(b)          Limited
Transferability Rights. The Committee may in its discretion provide in an Award Agreement that an Award in the form of a non-ISO,
SAR, Restricted Shares, or Performance Shares may be transferred, on such terms and conditions as the Committee deems appropriate,
either (i) by instrument to the Participant’s Immediate Family, (ii) by instrument to an inter vivos or testamentary
trust (or other entity) in which the Award is to be passed to the Participant’s designated beneficiaries, or (iii) by
gift to charitable institutions. Any transferee of the Participant’s rights shall succeed and be subject to all of the terms
of the applicable Award Agreement and the Plan.


 






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(c)          Death.
In the event of the death of a Participant, any outstanding Awards issued to the Participant shall automatically be transferred
to the Participant’s Beneficiary (or, if no Beneficiary is designated or surviving, to the person or persons to whom the
Participant’s rights under the Award pass by will or the laws of descent and distribution).


 


12.          Change
in Capital Structure; Change in Control; Etc.


 


(a)         Changes
in Capitalization. The Committee shall equitably adjust the number of Shares covered by each outstanding Award, and the number
of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been
returned to the Plan upon cancellation, forfeiture, or expiration of an Award, the maximum annual Share limit on Awards to any
individual Participant, as well as the exercise or other price per Share covered by each such outstanding Award, to reflect any
increase or decrease in the number of issued Shares resulting from a stock-split, reverse stock-split, stock dividend, combination,
recapitalization or reclassification of the Shares, merger, consolidation, change in organization form, or any other increase or
decrease in the number of issued Shares effected without receipt of consideration by the Company. In the event of any such transaction
or event, the Committee may provide in substitution for any or all outstanding Awards such alternative consideration (including
cash or securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require
in connection therewith the surrender of all Awards so replaced. In any case, such substitution of cash or securities shall not
require the consent of any person who is granted Awards pursuant to the Plan. Except as expressly provided herein, or in an Award
Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock
of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to the
number or price of Shares subject to any Award.


 


(b)          Dissolution
or Liquidation. In the event of the dissolution or liquidation of the Company other than as part of a Change of Control but
subject to the terms of any Award Agreements or employment-related agreements between the Company or any of its Affiliates and
any Participant, each Award will terminate immediately prior to the consummation of such dissolution or liquidation, subject to
the ability of the Committee to exercise any discretion authorized in the case of a Change in Control.


 


(c)          Change
in Control. In the event of a Change in Control but subject to the terms of any Award Agreements or employment-related agreements
between the Company or any of its Affiliates and any Participant, each outstanding Award shall be assumed, or a substantially
equivalent award shall be substituted, by the surviving or successor company or a parent or subsidiary of such successor company
(in each case, the “Successor Company”) upon consummation of the Change in Control. Notwithstanding
the foregoing, instead of having outstanding Awards be assumed or replaced with equivalent awards by the Successor Company, the
Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s
shareholders or any Participant with respect to his or her outstanding Awards, take one or more of the following actions (with
respect to any or all of the Awards, and with discretion to differentiate between individual Participants and Awards for any reason):


 


(i)          accelerate
the vesting of Awards so that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise
would have been unvested and provide that repurchase rights of the Company with respect to Shares issued pursuant to an Award
shall lapse as to the Shares subject to such repurchase right;


 


(ii)         arrange
or otherwise provide for the payment of cash or other consideration to Participants in exchange for the satisfaction and cancellation
of all or some outstanding Awards (based on the Fair Market Value, as of the date of the Change in Control, of the Award being
cancelled, based on any reasonable valuation method selected by the Committee, and with the Committee having full discretion to
cancel either all Awards or only select Awards (such as only those that have vested on or before the Change in Control), provided,
that no payment of cash or other consideration shall be made for Options that have an exercise price in excess of Fair Market
Value;


 


(iii)        terminate
all or some Awards upon the consummation of the Change in Control, provided that the Committee shall provide for vesting of such
Awards in full as of a date immediately prior to consummation of the Change in Control. To the extent that an Award is not exercised,
settled, or cancelled prior to


 






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consummation of a transaction in which the Award is not being assumed or substituted, such Award
shall terminate upon such consummation; and/or


 


(iv)        make
such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate,
subject to the terms set forth above and Section 17.


 


Notwithstanding
the above and unless otherwise provided in an Award Agreement or in any employment-related agreement between the Company or any
of its Affiliates and the Participant, in the event a Participant is Involuntarily Terminated on or within twelve (12) months
(or any other period set forth in an Award Agreement) following a Change in Control, then any Award that is assumed or substituted
pursuant to this Section above shall accelerate and become fully vested (and become exercisable in full in the case of Options
and SARs), and any repurchase right applicable to any Shares underlying the Award shall lapse in full. The acceleration of vesting
and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of the
Participant’s Involuntary Termination.







 


13.          Recoupment
of Awards. Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by Applicable Law,
the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company’s shareholders
or of any Participant, require that any Participant reimburse the Company for all or any portion of any Awards granted under this
Plan (“Reimbursement”), or the Committee may require the termination of any outstanding, unexercised,
unexpired Awards (“Termination”), or rescission of any exercise, payment, or delivery pursuant to the
Award (“Rescission”), or the recapture of any Shares (“Recapture”), if and
to the extent:


 


(a)          the
granting, vesting, or payment of such Award was predicated upon the achievement of certain financial results that were subsequently
the subject of a material financial restatement;


 


(b)          in
the Committee’s view, the Participant either benefited from a calculation that later proved to be materially inaccurate,
or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company
or any Affiliate; and lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in
clause (a) of this Section.


 


In
each instance, the Committee shall, to the extent practicable and allowable under Applicable Laws, require Reimbursement, Termination,
or Rescission of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement,
Termination, or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three (3) years
prior to the first date of the applicable restatement period. Notwithstanding any other provision of the Plan, all Awards shall
be subject to Reimbursement, Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but
not limited to Section 10D of the Exchange Act. In addition, without limiting anything in this Section 13, all Awards granted
under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant
to the listing standards of any national securities exchange or association on which the Company’s securities are listed
or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback
policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board
may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary
or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property
upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant’s
right to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive termination”
or any similar term under any plan of or agreement with the Company.


 


14.         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 of its Affiliates except
to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


 






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15.          Administration
of the Plan. The Committee shall administer the Plan in accordance with its terms, provided that the Board may act in
lieu of the Committee on any matter. The Committee shall hold meetings at such times and places as it may determine from time
to time and may prescribe, amend, and rescind such rules, regulations, and procedures for the conduct of its business as it deems
advisable. In the absence of a duly appointed Committee, the Board shall function as the Committee for all purposes of the Plan.


 


(a)          Committee
Composition. The Board shall appoint the members of the Committee. The Board may at any time appoint additional members to
the Committee, remove and replace members of the Committee with or without Cause, and fill vacancies on the Committee however
caused.


 


(b)          Powers
of the Committee. Subject to the provisions of the Plan, the Committee shall have the authority, in its sole discretion:


 


(i)          to
grant Awards and to determine Eligible Persons to whom Awards shall be granted from time to time and the number of Shares, units,
or dollars to be covered by each Award;







 


(ii)         to
determine, from time to time, the Fair Market Value of Shares;


 


(iii)        to
determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including, but not limited to, any applicable
exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance),
terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions,
and other restrictions and limitations;


 


(iv)        to
approve the forms of Award Agreements and all other documents, notices, and certificates in connection therewith which need not
be identical either as to type of Award or among Participants;


 


(v)         to
construe and interpret the terms of the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe,
amend, and rescind rules and procedures relating to the Plan and its administration;


 


(vi)        to
the extent consistent with the purposes of the Plan and without amending the Plan, to modify, to cancel, or to waive the Company’s
rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences
in foreign law, tax policies, or customs;


 


(vii)       to
require, as a condition precedent to the grant, vesting, exercise, settlement, and/or issuance of Shares pursuant to any Award,
that a Participant agree to execute a general release of claims (in any form that the Committee may require, in its sole discretion,
which form may include any other provisions (e.g. confidentiality and restrictions on competition) that are found in general
claims release agreements that the Company utilizes or expects to utilize);


 


(viii)      in
the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation,
granting, settlement, or exercise of an Award, such as a system using an internet website or interactive voice response, to implement
paperless documentation, granting, settlement, or exercise of Awards by a Participant, may be permitted through the use of such
an automated system; and


 


(ix)        to
make all interpretations and to take all other actions that the Committee may consider necessary or advisable to administer the
Plan or to effectuate its purposes.


 


Subject
to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals
who are Trustees or Employees.


 


(c)          Local
Law Adjustments and Sub-Plans. To facilitate the making of any grant of an Award under this Plan, the Committee may adopt
rules and provide for such special terms for Awards to Participants who are (i) located within the United States, (ii) foreign
nationals, or (iii) employed by the Company or any of its Affiliates


 






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outside of the United States of America as the Committee
may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. Without limiting the foregoing,
the Company is specifically authorized to adopt rules and procedures regarding local currency conversion, taxes, withholding procedures,
and handling of stock certificates, which vary with the customs and requirements of particular countries. The Company may adopt
sub-plans and establish escrow accounts and trusts, and settle Awards in cash in lieu of shares, as may be appropriate, required
or applicable to particular locations and countries.


 


(d)          Action
by Committee. Unless otherwise established by the Board or in any charter of the Committee, 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. 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 an officer
or other employee of the Company or any of its Affiliates, the Company’s independent certified public accounts, or any executive
compensation consultant or other professional retained by the Company to assist in the administration of the Plan.







 


(e)          Deference
to Committee Determinations. The Committee shall have the discretion to interpret or construe ambiguous, unclear, or implied
(but omitted) terms in any fashion it deems to be appropriate in its sole discretion, and to make any findings of fact needed
in the administration of the Plan or Award Agreements. The Committee’s prior exercise of its discretionary authority shall
not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction
of any provision of the Plan or of any Award or Award Agreement, and all determinations that the Committee makes pursuant to the
Plan, shall be final, binding, and conclusive. The validity of any such interpretation, construction, decision or finding of fact
shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly
made in bad faith or materially affected by fraud.


 


(f)          No
Liability; Indemnification. Neither the Board nor any Trustee or Committee member, nor any Person acting at the direction
of the Board or the Committee, shall be liable for any act, omission, interpretation, construction, or determination made in good
faith with respect to the Plan, any Award, or any Award Agreement. The Company and its Affiliates shall pay or reimburse any Committee
member, Trustee, Employee, or Consultant who in good faith takes action on behalf of the Plan for all expenses incurred with respect
to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims,
liabilities, and costs (including reasonable attorney’s fees) arising out of their good faith performance of duties on behalf
of the Plan. The Company and its Affiliates may, but shall not be required to, obtain liability insurance for this purpose.


 


(g)         Claims
Limitations Period. Any Participant who believes he or she is being denied any benefit or right under this Plan or under any
Award may file a written claim with the Committee. Any claim must be delivered to the Committee within sixty (60) days of
the specific event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee will
notify the Participant of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee
in writing within 120 days of the date the written claim is delivered to the Committee shall be deemed denied. The Committee’s
decision, including any deemed denial, is final, binding and conclusive on all persons. No lawsuit relating to this Plan may be
filed before a written claim is filed with the Committee and is denied or deemed denied, and any permitted lawsuit must be filed
within one year of such denial or deemed denial or be forever barred.


 


(h)         Expenses.
The expenses of administering the Plan shall be borne jointly and severally by the Company and its Affiliates.


 


16.          Time
of Granting Awards. The date of grant (“Grant Date”) of an Award shall be the date on which
the Committee makes the determination granting such Award or such other date as is determined by the Committee, provided that
in the case of an ISO, the Grant Date shall be the later of the date on which the Committee makes the determination granting such
ISO or the date of commencement of the Participant’s employment relationship with the Company; and, provide further, that
the grant date under generally accepted accounting principles as consistently applied by the Company may be different than the
Grant Date hereunder.


 






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17.          Modification
of Awards and Substitution of Options. Within the limitations of the Plan, the Committee may modify an Award to accelerate
the rate at which an Option or SAR may be exercised, to accelerate the vesting of any Award, to extend or renew outstanding Awards,
to accept the cancellation of outstanding Awards to the extent not previously exercised, or to make any change that the Plan would
permit for a new Award. However, except as approved by the Company’s shareholders for any period during which it is subject
to the reporting requirements of the Exchange Act, any amendment to this Plan or any Award Agreement that results in the repricing
of an Option or SAR issued under this Plan shall not be effective without prior approval of the shareholders of the Company. For
this purpose, repricing includes a reduction in the exercise price of an Option or SAR or the cancellation of an Option or SAR
in exchange for cash, Options, or SARs with an exercise price less than the exercise price of the cancelled Option or SAR, other
awards under this Plan, or any other consideration provided by the Company. Notwithstanding the foregoing in this Section 17,
and except as provided in Section 13, no modification of an outstanding Award may materially and adversely affect a Participant’s
rights thereunder unless either (i) the Participant provides written consent to the modification, or (ii) before a Change
in Control, the Committee determines in good faith that the modification is not materially adverse to the Participant.







 


18.          Plan
Amendment and Termination. The Committee may amend or terminate the Plan as it shall deem advisable; provided that no
change shall be made that increases the total number of Shares reserved for issuance pursuant to Awards (except pursuant to Section 12
above) unless such change is authorized by the shareholders of the Company. A termination or amendment of the Plan shall not materially
and adversely affect a Participant’s vested rights under an Award previously granted to him or her, unless the Participant
consents in writing to such termination or amendment. Notwithstanding the foregoing, the Committee may amend the Plan to comply
with changes in tax, securities laws or regulations, or U.S. generally accepted accounting principles, or in the interpretation
thereof.


 


19.          Term
of Plan. If not sooner terminated by the Board, this Plan shall terminate at the close of business on the date ten (10) years
after the earlier of the date on which the Board approved the Plan and the Effective Date of the Plan as determined under Section 1(b)
above. No Awards shall be made under the Plan after its termination.


 


20.          Governing
Law. The terms of this Plan shall be governed by the laws of the State of Maryland, within the United States of America,
without regard to the State’s conflict of laws rules.


 


21.          Laws
and Regulations.


 


(a)          General
Rules. This Plan, the granting of Awards, the exercise of Options and SARs, and the obligations of the Company hereunder (including
those to pay cash or to deliver, sell, or accept the surrender of any of its Shares or other securities) shall be subject to all
Applicable Law. In the event that any Shares are not registered under any Applicable Law prior to the required delivery of them
pursuant to Awards, the Company may require, as a condition to their issuance or delivery, that the persons to whom the Shares
are to be issued or delivered make any written representations and warranties (such as that such Shares are being acquired by
the Participant for investment for the Participant’s own account and not with a view to, for resale in connection with,
or with an intent of participating directly or indirectly in, any distribution of such Shares) that the Committee may reasonably
require, and the Committee may in its sole discretion include a legend to such effect on the certificates representing any Shares
issued or delivered pursuant to the Plan.


 


(b)          Black-out
Periods. Notwithstanding any contrary terms within the Plan or any Award Agreement, the Committee shall have the absolute
discretion to impose a “blackout” period on the exercise of any Option or SAR, as well as the settlement of any Award,
with respect to any or all Participants (including those whose Continuous Service has ended) to the extent that the Committee
determines that doing so is either desirable or required in order to comply with applicable securities laws.


 


(c)          Severability;
Blue Pencil. In the event that any one or more of the provisions of this Plan shall be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
If, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have
the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear
not reasonable and to enforce the remainder of these covenants as so amended.


 






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22.          No
Shareholder Rights. Neither any Participant nor any transferee or Beneficiary of a Participant shall have any rights as
a shareholder of the Company with respect to any Shares underlying any Award until the date of issuance of a share (by certificate
or book-entry) to such Participant, transferee, or Beneficiary for such Shares in accordance with the Company’s governing
instruments and Applicable Law. Prior to the issuance of Shares or Restricted Shares pursuant to an Award, a Participant shall
not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the Shares underlying
the Award (unless otherwise provided in the Award Agreement for Restricted Shares), notwithstanding its exercise in the case of
Options and SARs. No adjustment will be made for a dividend or other right that is determined based on a record date prior to
the date the stock certificate is issued, except as otherwise specifically provided for in this Plan or an Award Agreement.


 


23.          No
Employment Rights. The Plan shall not confer upon any Participant any right to continue an employment, service or consulting
relationship with the Company, nor shall it affect in any way a Participant’s right or the Company’s right to terminate
the Participant’s employment, service, or consulting relationship at any time, with or without Cause.







 


24.          Data
Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection,
use, and transfer, in electronic or other form, of personal data as described in this Section 24 by and among, as applicable,
the Company and its Affiliates for the purpose of implementing, administering, and managing this Plan and Awards and the Participant’s
participation in this Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates
may hold certain personal information about a Participant, including, but not limited to, the Participant’s name, home address,
telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job
title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”).
In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management
of this Plan and Awards and the Participant’s participation in this Plan, the Company and its Affiliates may each transfer
the Data to any third parties assisting the Company in the implementation, administration, and management of this Plan and Awards
and the Participant’s participation in this Plan. Recipients of the Data may be located in the Participant’s country
or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy laws
and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer
the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration, and management
of this Plan and Awards and the Participant’s participation in this Plan, including any requisite transfer of such Data
as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares.
The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage this Plan and
Awards and the Participant’s participation in this Plan. A Participant may, at any time, view the Data held by the Company
with respect to such Participant, request additional information about the storage and processing of the Data with respect to
such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents
herein in writing, in any case without cost, by contacting the Participant’s local human resources representative. The Company
may cancel the Participant’s eligibility to participate in this Plan, and in the Committee’s sole and absolute discretion,
the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For
more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human
resources representative.


 




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