Exhibit 10.1


 


ONE LIBERTY PROPERTIES, INC.


2022 INCENTIVE PLAN


 


SECTION 1


EFFECTIVE DATE AND PURPOSE


 


1.1 Effective Date. This Plan (as defined)
shall become effective upon approval by the stockholders of the Company (as defined), as and to the extent required by the listing requirements
of the New York Stock Exchange.


 


1.2 Purpose of the Plan. The Plan is
designed to motivate, retain and attract Participants (as defined) of experience and ability and to further the financial success of the
Company by aligning the interests of Participants through the ownership of Shares (as defined) with the interests of the Company’s
stockholders.


 


SECTION 2


DEFINITIONS


 


The following terms shall have the following meanings
(whether used in the singular or plural) unless a different meaning is plainly required by the context:


 


“1934 Act” means the Securities
Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or a regulation thereunder shall include any regulation
promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding
such section or regulation.


 


“Affiliate” or “Affiliates”
has the meaning ascribed to such term by Rule 501 promulgated under the Securities Act of 1933, as amended.


 


“Award” means, individually or
collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Restricted Stock Units,
Dividend Equivalent Rights and Performance Share Awards.


 


“Award Agreement” means either
(1) the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan or (2) a statement (including
an electronic communication) issued by the Company to a Participant describing the terms and provisions of such Award.


 


“Board” or “Board of
Directors” means the Board of Directors of the Company, or any analogous governing body of any successor to the Company.


 


“Change in Control” means any
of the following:


 


(i) the acquisition (other than from the Company)
in one or more transactions by any person (as such term is used in Section 13(d) of the 1934 Act) of the beneficial ownership (within
the meaning of Rule 13d-3 under the 1934 Act) of 25% or more of (A) the then outstanding Shares or (B) the combined voting power
of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Company Voting
Stock”); provided, however, the provision of this clause (i) is not applicable to acquisitions made individually,
or as a group, by Fredric H. Gould, Matthew J. Gould and Jeffrey A. Gould, and their respective spouses, lineal descendants and Affiliates;


 


(ii) individuals who, as of the date of the
Award, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director subsequent to the date of such Award whose election,
or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such
terms are used in Regulation 14A promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Incumbent Board;


 


(iii) the closing of a sale or other conveyance
of all or substantially all of the assets of the Company outside the ordinary course of the Company’s business; or


 






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(iv) the effective time of any merger, share
exchange, consolidation, or other business combination involving the Company if immediately after such transaction persons who hold a
majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the
entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company’s voting
Shares.


 


Notwithstanding the foregoing, if the term “Change
in Control” is being used in a context where it is required to meet the definition of such term under Section 409A of the Code,
then a “Change in Control” shall not be deemed to have occurred under the foregoing definition unless the transaction or occurrence
constitutes a change in control for purposes of Section 409A of the Code.


 


The Board shall have full and final authority, which
shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition,
the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority
in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation
Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


“Code” means the Internal Revenue
Code of 1986, as amended from time to time, and the regulations thereunder.


 


“Committee” means the Compensation
Committee of the Board or any other committee of the Board appointed to administer the Plan.


 


“Company” means One Liberty Properties,
Inc., a Maryland corporation.


 


“Company Voting Stock” has the
meaning ascribed to such term under the definition of Change in Control.


 


“Disability” or “Disabled”
means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.


 


“Dividend Equivalent Right” means
an Award granted pursuant to Section 9, entitling the Participant to receive an amount of cash equal to the cash distributions that would
have been paid on the Shares specified in the Award to which such Dividend Equivalent Right relates, as if such Shares had been issued
to and held by the Participant holding such Dividend Equivalent Right during the period beginning with the grant date (or if otherwise
determined by the Committee, the beginning of the Performance Cycle) of the Award to which the Dividend Equivalent Right relates through
the vesting date of such award (or if otherwise determined by the Committee, the conclusion of such Performance Cycle).


 


“Exercise Price” means the price
at which a Share may be purchased by a Participant pursuant to the exercise of an Option.


 


“Fair Market Value” means, as
of any given date: (i) the closing sales price of the Shares on any national securities exchange on which the Shares are listed;
(ii) the closing sales price if the Shares are listed on the OTCBB or other over the counter market; or (iii) if there is no
regular public trading market for such Shares, the fair market value of the Shares as determined by the Committee.


 


“Grant Date” means, with respect
to an Award, the effective date that such Award is granted to a Participant.


 


“Incentive Stock Option” means
an Option to purchase Shares which is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422
of the Code.


 


“Incumbent Board” has the meaning
ascribed to such term under the definition of Change in Control.


 


“Non-management director” means
a director who, in the applicable calendar year, was not compensated, directly or indirectly, by the Company, any Subsidiary or any of
their Affiliates, other than compensation for service as a director or as a member of any committee of the Board.


 


“Non-qualified Stock Option”
means an Option to purchase Shares which is not an Incentive Stock Option.


 


“Option” means an Incentive Stock
Option or a Nonqualified Stock Option.


 






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“Participant” means an officer,
employee, director or consultant of the Company or any of its Subsidiaries.


 


“Performance-Based Award” means
an Award granted pursuant to Section 8 of the Plan.


 


“Performance Criteria” shall
mean any, a combination of, or all of the following: (i) pre-tax income, (ii) after-tax income, (iii) net income (meaning
net income as reflected in the Company’s financial reports for the applicable period), (iv) operating income (including net
operating income), (v) cash flow, cash flow from operations, free cash flow and any one or more of the foregoing, (vi) return
on any one or more of equity, capital, invested capital and assets, (vii) funds available for distribution, (viii) occupancy
rate at any one or more of the Company’s or its Subsidiaries’ properties, (ix) total stockholder return, (x) funds
from operations (“FFO”), as computed in accordance with standards established by the National Association of Real Estate Investment
Trusts, Inc. (“NAREIT”), (xi) adjusted FFO (i.e., adjusting FFO to give effect to any one or more of the following:
straight-line rent, amortization of lease intangibles, lease termination fee income, amortization of restricted stock or other non-cash
compensation expense, amortization and/or write-off of deferred financing costs, deferred mortgage costs and debt prepayment costs), (xii) stock
appreciation (meaning an increase in the price or value of the Shares after the date of grant of an award and during the applicable period),
(xiii) revenues, (xiv) assets, (xv) gains/losses on property sales, (xvi) earnings before any one or more of the following
items: interest, taxes, impairment charges, depreciation or amortization for the applicable period, as reflected in the Company’s
financial reports for the applicable period, (xvii) reduction in expense levels, (xviii) operating cost management and employee
productivity, (xix) strategic business criteria consisting of one or more objectives based on meeting specified revenue, market share,
market penetration, geographic business expansion goals, objectively identified project milestones, cost targets and goals relating to
acquisition or divestitures; (xx) achievement of business or operational goals such as market share and/or business development,
and (xxi) such other metrics or criteria as the Committee may establish or select. Performance Criteria need not be the same with
respect to all Participants and may be established on an aggregate or per share basis (diluted or undiluted), may be based on performance
compared to performance by businesses or indices specified by the Committee, may be compared to any prior period, may be based on a company-wide
basis or in respect of any one or more business units, may be measured on an absolute or relative basis, may be adjusted for non-controlling
interests, and any one or more of the foregoing. All calculations and financial accounting matters relevant to this Plan shall be determined
in accordance with GAAP, except as otherwise directed by the Committee.


 


“Performance Cycle” means one
or more periods of time which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one
or more Performance Goals will be measured for the purpose of determining a Participants right to and the payment of a Restricted Stock
Award, Restricted Stock Unit, Option or Performance Share Award.


 


“Performance Goals” means for
a Performance Cycle, the applicable Performance Criteria.


 


“Period of Restriction” means
the period during which an Award granted hereunder is subject to a substantial risk of forfeiture. Such restrictions may be based on the
passage of time, the achievement of Performance Goals or the occurrence of other events as determined by the Committee.


 


“Plan” means the One Liberty
Properties, Inc. 2022 Incentive Plan, as set forth in this instrument, and as hereafter amended from time to time.


 


“Restricted Stock” means an Award
of Shares, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the Award Agreement
and as contemplated herein.


 


“Restricted Stock Unit” or “RSU”
means an Award of a right to receive one Share, the grant, issuance, retention and/or vesting of which is subject to such conditions as
are expressed in the Award Agreement and as contemplated herein.


 


“Retirement” means (i) a
director who has attained the age of 65 years who resigns or retires from the Board or does not stand for re-election to the Board
and has served continuously as a director of the Company for not less than six consecutive years, and (ii) an officer or employee
of, or consultant to, the Company or one of its Subsidiaries who has attained the age of 65 years who resigns or retires from the
Company or one of its Subsidiaries and has served in any such capacity with the Company or one of its Subsidiaries for not less than ten
consecutive years at the time of retirement or resignation.


 


“Shares” means the shares of
common stock, $1.00 par value per share, of the Company, or any other security of the Company determined by the Committee pursuant to
Section 5.3.


 


“Subsidiary” means (i) a
corporation, association or other business entity of which 50% or more of the total combined voting power of all classes of capital stock
is owned, directly or indirectly, by the Company or by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries
of the Company, (ii) any partnership or limited liability company of which 50% or more of the capital and profit interests is owned,
directly or indirectly, by the Company or by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of
the Company, or (iii) any other entity not described in clauses (i) or (ii) above of which 50% or more of the ownership
and the power, 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 or by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries
of the Company.




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SECTION 3


ELIGIBILITY


 


3.1 Participants. Awards may be granted
in the discretion of the Committee to officers, employees, directors of, or consultants to the Company or its Subsidiaries.


 


3.2 Non-Uniformity. Awards granted hereunder
need not be uniform among eligible Participants and may reflect distinctions based on title, compensation, responsibility or any other
factor the Committee deems appropriate.


 


SECTION 4


ADMINISTRATION


 


4.1 The Committee. The Plan will be
administered by the Committee, which, to the extent deemed necessary by the Board, will consist of two or more persons who satisfy the
requirements for a “non-employee director” under Rule 16b-3 promulgated under the 1934 Act. The members of the Committee shall
be appointed from time to time by, and shall serve at the pleasure of, the Board of Directors. In the absence of such appointment, the
Board of Directors shall serve as the Committee and shall have all of the responsibilities, duties, and authority of the Committee set
forth herein.


 


4.2 Authority of the Committee. Subject
to applicable law, the Committee shall have the exclusive authority to administer and construe the Plan in accordance with its provisions.
The Committee’s authority shall include, without limitation, the power to (a) determine persons eligible for Awards, (b) prescribe
the terms and conditions of the Awards, (c) construe and interpret the Plan, the Awards and any Award Agreement, (d) adopt rules for the
administration, interpretation and application of the Plan as are consistent therewith, (e) establish, interpret, amend or revoke any
such rules, and (f) in its sole discretion, provide for acceleration of vesting, exercisability or payment of any Award, including but
not limited to in connection with a Change in Control. The Committee, in its sole discretion and on such terms and conditions as it may
provide, may delegate all or any part of its authority and powers under the Plan to one or more officers of the Company to the extent
permitted by law.


 


4.3 Decisions Binding. All determinations
and decisions made by the Committee and any of its delegates pursuant to Section 4.2 shall be final, conclusive and binding on all persons,
and shall be given the maximum deference permitted by law.


 


4.4 Limitation on Awards Granted to Non-management
directors. The maximum number of Shares issuable pursuant to Awards that may be granted to a Non-management director in any calendar
year shall not exceed 10,000 Shares.


 


SECTION 5


SHARES SUBJECT TO THE PLAN


 


5.1 Number of Shares. Subject to adjustment
as provided in Section 5.3, the total number of Shares available for grant under the Plan shall not exceed 750,000 Shares. The Shares
available for issuance under the Plan shall be authorized but unissued Shares of the Company.


 


5.2 Lapsed Awards. Unless determined
otherwise by the Committee, Shares related to Awards that are forfeited, cancelled, terminated or expire unexercised, shall be available
for grant under the Plan. Shares that are tendered by a Participant to the Company in connection with the exercise of an Award, withheld
from issuance in connection with a Participant’s payment of tax withholding liability, or settled in such other manner so that a
portion or all of the Shares included in an Award are not issued to a Participant shall not be available for grant under the Plan.


 


5.3 Adjustments in Awards and Authorized
Shares. In the event of a stock dividend or stock split, the number of Shares subject to the Plan, outstanding Awards and the numerical
amounts set forth in Sections 5, 6, 7 and 8 shall automatically be adjusted proportionally, except to the extent directed otherwise by
the Committee. In the event of a merger, reorganization, consolidation, recapitalization, separation, liquidation, combination or other
similar change in the structure of the Company affecting the Shares, the Committee shall adjust the number and class of Shares which may
be delivered under the Plan, the number, class and price of Shares subject to outstanding Awards, and the numerical limits of Sections
5, 6, 7 and 8, proportionally or in such other manner as the Committee shall determine to be advisable or appropriate. Any such numerical
limitations shall be subject to adjustment under this Section only to the extent such adjustment will not affect the ability to grant
or the qualification of Incentive Stock Options under the Plan or subject the Participant to taxes, penalties and interest imposed under
section 409A(a)(1) of the Code.


 


5.4 Restrictions on Transferability.
The Committee may impose such restrictions on any Award, Award of Shares or Shares acquired pursuant to an Award as it deems advisable
or appropriate, including, but not limited to, restrictions related to applicable Federal securities laws, the requirements of any national
securities exchange or system upon which Shares are then listed or traded, and any blue sky or state securities laws.


 






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SECTION 6


STOCK OPTIONS


 


6.1 Grant of Options. Subject to the
terms and provisions of the Plan, Options may be granted to Participants at any time and from time to time as determined by the Committee.
The Committee shall determine the number of Shares subject to each Option. The Committee may grant Incentive Stock Options, Nonqualified
Stock Options, or any combination thereof. The maximum aggregate number of Shares underlying Options granted in any one calendar year
to an individual Participant is 50,000.


 


6.2 Award Agreement. Each Option shall
be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the Option, the number of Shares to which
the Option pertains, whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option, any conditions on
exercise of the Option and such other terms and conditions as the Committee shall determine, including terms regarding forfeiture of Awards
or continued exercisability of Awards in the event of a Change in Control or termination of employment by the Participant.


 


6.3 Exercise Price. The Exercise Price
for each Option shall be determined by the Committee and shall be provided in each Award Agreement; provided, however, the
Exercise Price for each Option may not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date.
In the case of an Incentive Stock Option, the Exercise Price shall be not less than one hundred ten percent (110%) of the Fair Market
Value of a Share if the Participant (together with persons whose stock ownership is attributed to the Participant pursuant to section
424(d) of the Code) owns on the Grant Date stock possessing more than 10% of the total combined voting power of all classes of stock of
the Company or any of its Subsidiaries.


 


6.4 Expiration of Options. Except as
provided in Section 6.7(c) regarding Incentive Stock Options, each Option shall terminate upon the earliest to occur of (i) the date(s)
for termination of the Option set forth in the Award Agreement or (ii) the expiration of ten (10) years from the Grant Date. Subject
to such limits, the Committee shall provide in each Award Agreement when each Option expires and becomes un-exercisable. Except as set
forth in an Award Agreement or as provided by the Committee, upon Retirement of a Participant, an Option may be exercised by such Participant
to the extent it was exercisable on the effective date of the Retirement and shall be exercisable for a period of six months from the
effective date of such Retirement, but not later than the expiration of the maximum term such Option. The Committee may not, after an
Option is granted, extend the maximum term of the Option.


 


6.5 Exercisability of Options. Options
granted under the Plan shall be exercisable, in whole or in part, at such times and be subject to such restrictions and conditions as
the Committee shall determine. After an Option is granted, the Committee may accelerate or waive any condition constituting a substantial
risk of forfeiture applicable to the Option.


 


6.6 Payment. Options shall be exercised
by a Participant’s delivery of a written notice of exercise to the Secretary of the Company (or his or her designee), setting forth
the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. Upon the exercise
of an Option, the Exercise Price shall be payable to the Company in full in cash or its equivalent. The Committee may permit exercise
(a) by the Participant tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the
total Exercise Price, (b) the Participant tendering a combination of cash and previously acquired Shares equal to total Exercise Price
(the Shares tendered being valued at Fair Market Value at the time of exercise), or (c) by any other means which the Committee determines
to provide legal consideration for the Shares, and to be consistent with the purposes of the Plan. As soon as practicable after receipt
of a written notification of exercise and full payment for the Shares purchased, the Company shall deliver, or cause to be delivered,
to the Participant, evidence of such Participant’s ownership of such Shares. No right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Shares as to which the Option has been exercised until the records of the Company
or its transfer agent reflect the issuance of such Shares. No adjustment will be made for a dividend or other rights for which a record
date is established prior to the date the records of the Company or its transfer agent reflect the issuance of the Shares upon exercise
of the Options.


 






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6.7 Certain Additional Provisions for Incentive
Stock Options.


 


(a) Exercisability. The aggregate Fair
Market Value (determined on the Grant Date(s)) of the Shares with respect to which Incentive Stock Options are exercisable for the first
time by any Participant during any calendar year (under all plans of the Company, any parent and its Subsidiaries) shall not exceed $100,000.
The portion of the Option which is in excess of the $100,000 limitation shall be treated as a Non-Qualified Option pursuant to Section
422(d)(1) of the Code.


 


(b) Company and Subsidiaries Only. Incentive
Stock Options may be granted only to Participants who are officers or other employees of the Company or a Subsidiary on the Grant Date.


 


(c) Expiration. No Incentive Stock Option
may be exercised after the expiration of ten (10) years from the Grant Date. In the case of an Incentive Stock Option that is granted
to a Participant who (together with persons whose stock ownership is attributed to the Participant pursuant to Section 424(d) of the Code)
owns on the Grant Date stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any
of its Subsidiaries, the term of such Incentive Stock Option shall be no more than five years from the Grant Date.


 


6.8 Restriction on Transfer. Except
as otherwise determined by the Committee or as set forth in the Award Agreement, no Option may be transferred, gifted, pledged, assigned,
or otherwise alienated or hypothecated, voluntarily or involuntarily. Upon the death or Disability of a Participant, an Option may be
exercised by the duly appointed personal representative of the deceased Participant or in the event of a Disability by the Participant
or the duly appointed attorney-in-fact, guardian or custodian of the Disabled Participant to the extent the Option was exercisable on
the date of death or the date of Disability and shall be exercisable for a period of six months from the date of death or the date of
Disability.


 


6.9 Repricing of Options. Without stockholder
approval, (i) the Company will not reprice, replace or regrant an outstanding Option either in connection with the cancellation of
such Option or by amending an Award Agreement to lower the exercise price of such Option, and (ii) the Company will not cancel outstanding
Options in exchange for cash or other Awards.


 


6.10 Voting Rights. A Participant shall
have no voting rights with respect to any Options granted hereunder.


 


SECTION 7


RESTRICTED STOCK AND RESTRICTED STOCK UNITS


 


7.1 Grant of Restricted Stock and Restricted
Stock Units. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock and/or RSUs to Participants in such amounts as the Committee shall determine. The Committee shall determine the number
of Shares of Restricted Stock and/or RSUs to be granted to each Participant and the time when each Award shall be granted. No more than
100,000 Shares of each of Restricted Stock and Shares underlying RSUs may be granted to any individual Participant in any one calendar
year.


 


7.2 Restricted Stock and RSU Agreements.
Each Award of Restricted Stock and RSUs shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number
of Shares of Restricted Stock granted, the number of Shares subject to an RSU, any applicable Performance Goals and Performance Cycle,
and such other terms and conditions as the Committee shall determine, including terms regarding forfeiture of Awards in the event of termination
of employment by the Participant or termination of the Participant’s relationship with the Company as a director, officer or consultant.


 


7.3 Transferability. Except as otherwise
determined by the Committee or as set forth in the Award Agreement, Shares of Restricted Stock and RSUs (including Shares underlying RSUs)
may not be sold, transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily,
until the end of the applicable Period of Restriction and the satisfaction, in whole or in part, of any applicable Performance Goals within
the applicable Performance Cycle. Without stockholder approval, the Company will not, except as otherwise provided for in the Plan, repurchase
outstanding unvested Restricted Stock or unvested RSUs in exchange for cash.


 






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7.4 Other Restrictions. The Committee
may impose such other restrictions on Shares of Restricted Stock and RSUs (including Shares underlying RSUs) as it may deem advisable
or appropriate in accordance with this Section 7.4.


 


(a) General Restrictions. The Committee
may set one or more restrictions based upon (a) the achievement of specific Performance Goals, (b) applicable Federal or state securities
laws, (c) time-based restrictions, or (d) any other restrictions determined by the Committee, including the occurrence of a Change in
Control. Unless otherwise provided in an Award Agreement, the Period of Restriction shall be a two (2) year cliff vesting period,
with accelerated full vesting upon death, Disability or Retirement.


 


(b) Methods of Implementing Restrictions.
The Committee may take such action as it, in its sole discretion, deems appropriate to give notice to the Participant of, and implement,
the restrictions imposed pursuant to Section 7.


 


7.5 Removal of Restrictions. After the
end of the Period of Restriction, the Shares (including the Shares underlying the RSUs) shall be freely transferable by the Participant,
subject to any other restrictions on transfer (including without limitation, limitations imposed pursuant to the Company’s organizational
documents) which may apply to such Shares.


 


7.6 Voting Rights. Participants holding
(a) Shares of Restricted Stock shall have voting rights during the Period of Restriction and (b) RSUs shall not have voting rights during
the Period of Restriction.


 


7.7 Dividends and Other Distributions.
Except as otherwise determined by the Committee and set forth in the Award Agreement, Participants holding (a) Shares of Restricted Stock
shall be entitled to receive all dividends and other distributions paid with respect to the Shares during the Period of Restriction and
(b) except to the extent a Dividend Equivalent Right is granted in tandem with an RSU, RSUs shall not be entitled to receive any dividends
or other distributions paid with respect to the underlying Shares during the Period of Restriction.


 


SECTION 8


PERFORMANCE-BASED AWARDS


 


8.1 Performance-Based Awards. Participants
selected by the Committee may be granted one or more Performance Awards in the form of Options, Restricted Stock, Restricted Stock Units,
Dividend Equivalent Rights or Performance Share Awards payable upon the attainment of Performance Goals that are established by the Committee
and related to one or more of the Performance Criteria, in each case on a specified date or dates or over a Performance Cycle as determined
by the Committee. The Committee shall define the manner of calculating the Performance Criteria it selects to use for any Performance
Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms
of overall Company performance or the performance of an individual. The Committee, in its discretion, may adjust or modify the calculation
of Performance Goals for such Performance Cycle in order to prevent the dilution or enlargement of the rights of an individual (i) in
the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in recognition
of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company,
or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions;
provided, however, that the Committee may not exercise such discretion in a manner that would increase the Performance-Based Award
granted to a Participant. Performance Awards, other than Dividend Equivalent Rights, shall be paid in Shares.


 


8.2 Grant of Performance-Based Awards.
With respect to each Performance-Based Award granted to a Participant, the Committee shall select, within the first 180 days of the beginning
of a Performance Cycle, the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion
(including, if applicable, a threshold level of performance below which no amount will become payable with respect to such Award). Each
Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various
applicable performance targets. The Performance Criteria established by the Committee may be (but need not be) different for each Performance
Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Participants.


 


8.3 Payment of Performance-Based Awards.
Following the completion of a Performance Cycle, the Committee shall meet to review and certify in writing whether, and to what extent,
the Performance Goals for the Performance Cycle have been achieved and, if so, to calculate and certify in writing the amount of the Performance-Based
Awards earned for the Performance Cycle.


 


8.4 Maximum Award Payable. The maximum
Performance-Based Award payable to any one Participant under the Plan for a Performance Cycle is 100,000 Shares (subject to adjustment
as provided in Section 5.3 hereof).


 






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SECTION 9


DIVIDEND EQUIVALENT RIGHTS


 


9.1 Dividend Equivalent-Rights. A Dividend
Equivalent Right may be granted hereunder to any Participant only in tandem with an Award of RSUs or a Performance Based Award (other
than an Award of Restricted Stock or Options). The terms and conditions of Dividend Equivalent Rights shall be specified in the Award
Agreement which shall provide that such Dividend Equivalent Right shall (i) not be sold, transferred, gifted, pledged, assigned,
or otherwise alienated or hypothecated, voluntarily or involuntarily (provided, that if permitted by the Committee, a Participant may
designate a beneficiary to receive any proceeds of Dividend Equivalent Rights upon the Participant’s death), and (ii) be settled
upon settlement or payment of, or lapse of restrictions on, the Award to which it relates, and such Dividend Equivalent Right shall expire
or be forfeited or annulled under the same conditions as such Award.


 


SECTION 10


AMENDMENT, TERMINATION, AND DURATION


 


10.1 Amendment, Suspension, or Termination.
The Board, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason; provided,
however, that if and to the extent required by law or to maintain the Plan’s compliance with the Code, the rules of any national
securities exchange (if applicable), or any other applicable law, any such amendment shall be subject to stockholder approval. The amendment,
suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under
any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the
Plan.


 


10.2 Duration of the Plan. The Plan
shall become effective in accordance with Section 1.1, and subject to Section 10.1, shall remain in effect until the tenth anniversary
of the effective date of the Plan.


 


SECTION 11


TAX WITHHOLDING


 


11.1 Withholding Requirements. Prior
to the delivery of any Shares pursuant to an Award (or the exercise thereof), the Company shall have the power and the right to deduct
or withhold from any amounts due to the Participant from the Company, or require a Participant to remit to the Company, an amount sufficient
to satisfy Federal, state and local taxes (including the Participant’s FICA obligation) required or appropriate to be withheld with
respect to such Award (or the exercise or vesting thereof).


 


11.2 Withholding Arrangements. The Company,
pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation,
in whole or in part, by (a) electing to have the Company withhold otherwise deliverable Shares, or (b) delivering to the Company, Shares
then owned by the Participant. The amount of the withholding requirement shall be deemed to include any amount that the Company agrees
may be withheld at the time any such election is made, not to exceed the amount determined by using the maximum federal, state and local
marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is
to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are
required to be withheld.


 


SECTION 12


MISCELLANEOUS


 


12.1 Deferrals. To the extent consistent
with the requirements of section 409A of the Code, the Committee may provide in an Award Agreement or another document that a Participant
is permitted or required to defer receipt of the delivery of Shares that would otherwise be due to such Participant under an Award, other
than an Option, any such deferral shall be subject to such rules and procedures as shall be determined by the Committee.


 


12.2 Termination for Cause. If a Participant’s
employment or relationship with the Company or a Subsidiary shall be terminated for cause by the Company or such Subsidiary during the
Restriction Period or prior to the exercise of any Option (for these purposes, cause shall have the meaning ascribed thereto in any employment
agreement or Award Agreement to which such Participant is a party or, in the absence thereof, shall include, but not be limited to, insubordination,
dishonesty, incompetence, moral turpitude, the refusal to perform his duties and responsibilities for any reason (other than illness or
incapacity) and other misconduct of any kind, as determined by the Committee), then, (i) all Options (whether or not then vested
and exercisable) shall immediately terminate and (ii) such Participant’s rights to all Restricted Stock, RSUs, Dividend Equivalent
Rights and Performance Share Awards shall be forfeited immediately.


 






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12.3 No Effect on Employment or Service;
Types of Service Recognized. Nothing in the Plan, any Award or any Award Agreement, and no action of the Committee, shall confer or
be construed to confer on any Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere
with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or service at any
time, with or without cause. Employment with the Company or any Subsidiary is on an at-will basis only, unless otherwise provided by an
applicable employment or service agreement between the Participant and the Company or any Subsidiary, as the case may be. Except as set
forth in the following sentence, for purposes of the Plan and any Award, service as an employee, officer, director or consultant shall
be recognized; references in the Plan and any Award Agreement to employment shall be construed more broadly to refer to service as an
employee, officer, director or consultant. Notwithstanding the preceding sentence, for purposes of Incentive Stock Options, references
in the Plan or any Award Agreement to employment shall be construed as referring only to employment, and not to other forms of service.


 


12.4 Successors. All obligations of
the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence
of such successor is the result of a direct or indirect merger, consolidation or otherwise, or the purchase of all or substantially all
of the business or assets of the Company.


 


12.5 No Rights as Stockholder. Except
to the limited extent provided in Sections 7.6 and 7.7, no Participant (nor any beneficiary thereof) shall have any of the rights or privileges
of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or the exercise or vesting thereof), unless
and until the issuance of such Shares shall have been recorded on the records of the Company or its transfer agents or registrars.


 


12.6 Uncertificated Shares. Notwithstanding
any provision of the Plan to the contrary, the ownership of Shares issued under the Plan may be evidenced in such a manner as the Committee,
in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance
of one or more share certificates, and to the extent that the Plan, applicable law or the Company’s organizational documents, require
or contemplate the imposition of a legend or other notation on one or more certificates evidencing Shares or an Award, the Committee shall
have the sole discretion to determine the manner in which such legend or notation is implemented.


 


12.7 Fractional Shares. No fractional
Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, or Awards, or other
property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited
or otherwise eliminated.


 


12.8 Severability. In the event any
provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts
of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.


 


12.9 Requirements of Law; Claw-Back Policies.
The grant of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may be required from time to time, and 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 (including the requirements
of a national securities exchange).


 


12.10 Securities Law Compliance. To
the extent any provision of the Plan, Award Agreement or action by the Committee fails to comply with any applicable federal or state
securities law, it shall be deemed null and void, to the extent permitted by law and deemed advisable or appropriate by the Committee.


 


12.11 Real Estate Investment Trust.
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, 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 any restrictions on ownership and transfer of the Company’s securities set forth in its articles of incorporation
or other governing instrument or organizational documents, as amended, and in effect from time to time, or if, in the discretion of the
Committee, the grant, vesting, exercise or settlement of such award could otherwise impair the Company’s status as a real estate
investment trust under the Code.


 






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12.12 Governing Law. The Plan and all
Award Agreements shall be construed in accordance with and governed by the laws of the State of Maryland and applicable federal law.


 


12.13 Captions. Captions are provided
herein for convenience of reference only, and shall not serve as a basis for interpretation or construction of the Plan.


 


12.14 Section 409A of the Code.


 


(a) General. The Company intends that
all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties
under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Committee may, without a Participant’s
consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures
and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions
intended to (i) exempt this Plan or any Award from Section 409A, or (ii) comply with Section 409A, including regulations, guidance,
compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations
or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section
12.14 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to
any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant
“nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.


 


(b) Separation from Service. If an Award
constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination
of a Participant’s employment or other service provider relationship will, to the extent necessary to avoid taxes under Section
409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such
“separation from service” occurs upon or after the termination of the Participant’s employment or other service provider
relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,”
“termination of employment” or like terms means a “separation from service.”


 


(c) Payments to Specified Employees.
Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation”
required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Committee determines)
due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of
the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until
the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following
such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred
compensation” under such Award payable more than six months following the Participant’s “separation from service”
will be paid at the time or times the payments are otherwise scheduled to be made. Furthermore, notwithstanding any contrary provision
of the Plan or any Award Agreement, any payment of “nonqualified deferred compensation” under the Plan that may be made in
installments shall be treated as a right to receive a series of separate and distinct payments.


 


12.15. Section 280G of the Code. Notwithstanding
any provision of this Plan to the contrary, if any payment or benefit that a Participant would otherwise receive from the Company pursuant
to an Award under the Plan or otherwise (a “Payment”) would (a) constitute a “parachute payment” within the meaning
of Section 280G of the Code and (b) but for this paragraph, be subject to the excise tax imposed by Section 4999 of the Code (the
“Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount”
will be either (1) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to
the Excise Tax or (2) the entire Payment, whichever amount after taking into account all applicable federal, state and local employment
taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal
income taxes which could be obtained from a deduction of such state and local taxes), results in Participant’s receipt, on an after-tax
basis, of the greatest amount of the Payment. If a reduction is to be made, the Payment or Payments to which reduction will apply will
based on the date as of which the Payment is due, starting with the Payment due latest. In no event will the Company be liable to a Participant
for any amounts not paid as a result of the operation of this paragraph (other than for the Company’s obligations to pay the Reduced
Amount or the entire Payment, as applicable). The Company makes no representation that any or all of the payments or benefits described
in the Plan will be exempt from the Excise Tax, and the Participant shall be responsible for payment of any Excise Tax (if applicable).


 


 


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