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                                                                    Exhibit 10.3

                           BIOMED REALTY TRUST, INC.
                              BIOMED REALTY, L.P.
                            2004 INCENTIVE AWARD PLAN

                                   ARTICLE 1

                                     PURPOSE

         The purpose of the BioMed Realty Trust, Inc. and BioMed Realty, L.P.
2004 Incentive Award Plan (the "Plan") is to promote the success and enhance the
value of BioMed Realty Trust, Inc. (the "Company") and BioMed Realty, L.P. (the
"Partnership") by linking the personal interests of the members of the Board,
Employees, and Consultants to those of Company stockholders and by providing
such individuals with an incentive for outstanding performance to generate
superior returns to Company stockholders. The Plan is further intended to
provide flexibility to the Company and the Partnership in their ability to
motivate, attract, and retain the services of members of the Board, Employees,
and Consultants upon whose judgment, interest, and special effort the successful
conduct of the Company's and the Partnership's operation is largely dependent.

                                   ARTICLE 2

                          DEFINITIONS AND CONSTRUCTION

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

         2.1      "Award" means an Option, a Restricted Stock award, a Stock
Appreciation Right award, a Dividend Equivalents award, a Stock Payment award, a
Restricted Stock Unit award, an Other Stock-Based Award, a Performance Bonus
Award, or a Performance-Based Award granted to a Participant pursuant to the
Plan.

         2.2      "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.

         2.3      "Board" means the Board of Directors of the Company.

         2.4      "Change in Control" means and includes each of the following:

                  (a)      A transaction or series of transactions (other than
an offering of Stock to the general public through a registration statement
filed with the Securities and Exchange Commission) whereby any "person" or
related "group" of "persons" (as such terms are used in Sections 13(d) and
14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries,
an employee benefit plan maintained by the Company or any of its subsidiaries or
a "person" that, prior to such transaction, directly or indirectly controls, is
controlled by, or is under common control with, the Company) directly or
indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of securities of the Company

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possessing more than 25% of the total combined voting power of the Company's
securities outstanding immediately after such acquisition; or

                  (b)      During any period of two consecutive years,
individuals who, at the beginning of such period, constitute the Board together
with any new director(s) (other than a director designated by a person who shall
have entered into an agreement with the Company to effect a transaction
described in Section 2.4(a) or Section 2.4(c)) whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the two year period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof; or

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

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

                           (ii)     After which no person or group beneficially
owns voting securities representing 50% or more of the combined voting power of
the Successor Entity; provided, however, that no person or group shall be
treated for purposes of this Section 2.4(c)(ii) as beneficially owning 50% or
more of combined voting power of the Successor Entity solely as a result of the
voting power held in the Company prior to the consummation of the transaction;
or

                  (d)      The Company's stockholders approve a liquidation or
dissolution of the Company.

The Committee shall have full and final authority, which shall be exercised in
its discretion, to determine conclusively whether a Change in Control of the
Company has occurred pursuant to the above definition, and the date of the
occurrence of such Change in Control and any incidental matters relating
thereto.

         2.5      "Code" means the Internal Revenue Code of 1986, as amended.

         2.6      "Committee" means the committee of the Board described in
                  Article 12.

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         2.7      "Company Consultant" means any consultant or adviser if:

                  (a)      The consultant or adviser renders bona fide services
to the Company or any Company Subsidiary;

                  (b)      The services rendered by the consultant or adviser
are not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the Company's securities; and

                  (c)      The consultant or adviser is a natural person who has
contracted directly with the Company or any Company Subsidiary to render such
services.

         2.8      "Company Employee" means any employee (as defined in
accordance with Section 3401(c) of the Code) of the Company or any entity which
is then a Company Subsidiary.

         2.9      "Company Subsidiary" means (i) any "subsidiary corporation" of
the Company as defined in Section 424(f) of the Code and any applicable
regulations promulgated thereunder, (ii) any other entity of which a majority of
the outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company, or (iii) any partnership or limited liability company
of which 50% or more of the capital and profits interest is owned, directly or
indirectly, by the Company or by one or more Company Subsidiaries or by the
Company and one or more Company Subsidiaries; provided, however, that "Company
Subsidiary" shall not include the Partnership or any Partnership Subsidiary.

         2.10     "Consultant" means any Company Consultant or any Partnership
Consultant.

         2.11     "Covered Employee" means an Employee who is, or is likely to
become, a "covered employee" within the meaning of Section 162(m)(3) of the
Code.

         2.12     "Disability" means that the Participant qualifies to receive
long-term disability payments under the Company's or the Partnership's long-term
disability insurance program, as it may be amended from time to time.

         2.13     "Dividend Equivalents" means a right granted to a Participant
pursuant to Article 8 to receive the equivalent value (in cash or Stock) of
dividends paid on Stock.

         2.14     "Effective Date" shall have the meaning set forth in Section
13.1.

         2.15     "Eligible Individual" means any person who is a member of the
Board, Consultant or Employee, as determined by the Committee.

         2.16     "Employee" means any Company Employee or Partnership Employee.

         2.17     "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         2.18     "Fair Market Value" means, as of any date, the value of Stock
determined as follows:

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                  (a)      If the Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the date of determination, as reported in
The Wall Street Journal or such other source as the Committee deems reliable;

                  (b)      If the Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Stock on the date
prior to the date of determination as reported in The Wall Street Journal or
such other source as the Committee deems reliable; or

                  (c)      In the absence of an established market for the
Stock, the Fair Market Value thereof shall be determined in good faith by the
Committee.

         2.19     "Incentive Stock Option" means an Option that is intended to
be an incentive stock option and meets the requirements of Section 422 of the
Code or any successor provision thereto.

         2.20     "Independent Director" means a member of the Board who is not
a Company Employee or a Partnership Employee.

         2.21     "Non-Employee Director" means a member of the Board who
qualifies as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) of the
Exchange Act, or any successor definition adopted by the Board.

         2.22     "Non-Qualified Stock Option" means an Option that is not
intended to be an Incentive Stock Option.

         2.23     "Option" means a right granted to a Participant pursuant to
Article 5 of the Plan to purchase a specified number of shares of Stock at a
specified price during specified time periods. An Option may be either an
Incentive Stock Option or a Non-Qualified Stock Option.

         2.24     "Other Stock-Based Award" means an Award granted or
denominated in Stock or units of Stock pursuant to Section 8.7 of the Plan.

         2.25     "Participant" means any Eligible Individual who, as a member
of the Board, Consultant or Employee, has been granted an Award pursuant to the
Plan.

         2.26     "Partnership Agreement" means the Agreement of Limited
Partnership of BioMed Realty, L.P., dated as of _____, 2004, as the same may
be amended, modified or restated from time to time.

         2.27     "Partnership Consultant" means any consultant or adviser if:

                  (a)      The consultant or adviser renders bona fide services
to the Partnership or any Partnership Subsidiary;

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                  (b)      The services rendered by the consultant or adviser
are not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the Company's securities; and

                  (c)      The consultant or adviser is a natural person who has
contracted directly with the Partnership or any Partnership Subsidiary to render
such services.

         2.28     "Partnership Employee" means any employee (as defined in
accordance with Section 3401(c) of the Code) of the Partnership or any entity
which is then a Partnership Subsidiary.

         2.29     "Partnership Subsidiary" means (i) any entity of which a
majority of the outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Partnership, or (ii) any partnership or limited
liability company of which 50% or more of the capital and profits interest is
owned, directly or indirectly, by the Partnership or by one or more Partnership
Subsidiaries or by the Company and one or more Partnership Subsidiaries.

         2.30     "Performance-Based Award" means an Award granted to selected
Covered Employees pursuant to Articles 6 and 8, but which is subject to the
terms and conditions set forth in Article 9. All Performance-Based Awards are
intended to qualify as Qualified Performance-Based Compensation.

         2.31     "Performance Bonus Award" has the meaning set forth in Section
8.5.

         2.32     "Performance Criteria" means the criteria that the Committee
selects for purposes of establishing the Performance Goal or Performance Goals
for a Participant for a Performance Period. The Performance Criteria that will
be used to establish Performance Goals are limited to the following: net
earnings (either before or after interest, taxes, depreciation and
amortization), economic value-added (as determined by the Committee), sales or
revenue, net income (either before or after taxes), operating earnings, cash
flow (including, but not limited to, operating cash flow and free cash flow),
return on net assets, return on stockholders' equity, return on assets, return
on capital, stockholder returns, return on sales, gross or net profit margin,
expense, working capital, earnings per share, price per share of Stock, market
share, and funds from operations, in each case as determined according to U.S.
generally accepted accounting principles or in accordance with standards
established by the Board of Governors of the National Association of Real Estate
Investment Trusts in its March 1995 White Paper (as amended in November 1999 and
April 2002, and as further amended from time to time), any of which may be
measured either in absolute terms or as compared to any incremental increase or
as compared to results of a peer group. The Committee shall, within the time
prescribed by Section 162(m) of the Code, define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for such
Performance Period for such Participant.

         2.33     "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based upon
the Performance Criteria. 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 a division, business
unit, or an individual. The Committee, in its discretion, may,

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within the time prescribed by Section 162(m) of the Code, adjust or modify the
calculation of Performance Goals for such Performance Period in order to prevent
the dilution or enlargement of the rights of Participants (i) in the event of,
or in anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (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 in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.

         2.34     "Performance Period" means the 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 Participant's right to, and the payment of, a
Performance-Based Award.

         2.35     "Plan" means this BioMed Realty Trust, Inc. and BioMed
Realty, L.P. 2004 Incentive Award Plan, as it may be amended from time to
time.

         2.36     "Public Trading Date" means date on which any class of common
securities issued by the Company is required to be registered under Section 12
of the Exchange Act.

         2.37     "Qualified Performance-Based Compensation" means any
compensation that is intended to qualify as "qualified performance-based
compensation" as described in Section 162(m)(4)(C) of the Code.

         2.38     "REIT" means a real estate investment trust within the meaning
of Sections 856 through 860 of the Code.

         2.39     "Restricted Stock" means Stock awarded to a Participant
pursuant to Article 6 that is subject to certain restrictions and may be subject
to risk of forfeiture.

         2.40     "Restricted Stock Unit" means an Award granted pursuant to
Section 8.3.

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

         2.42     "Stock" means the common stock of the Company, par value $0.01
per share, and such other securities of the Company that may be substituted for
Stock pursuant to Article 11.

         2.43     "Stock Appreciation Right" or "SAR" means a right granted
pursuant to Article 7 to receive a payment equal to the excess of the Fair
Market Value of a specified number of shares of Stock on the date the SAR is
exercised over the Fair Market Value on the date the SAR was granted as set
forth in the applicable Award Agreement.

         2.44     "Stock Payment" means (a) a payment in the form of shares of
Stock, or (b) an option or other right to purchase shares of Stock, as part of
any bonus, deferred compensation or other arrangement, made in lieu of all or
any portion of the compensation, granted pursuant to Article 8.

         2.45     "Subsidiary" means any Company Subsidiary or Partnership
Subsidiary.

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                                   ARTICLE 3

                           SHARES SUBJECT TO THE PLAN

         3.1      Number of Shares.

                  (a)      Subject to Article 11 and Section 3.1(b), the
aggregate number of shares of Stock which may be issued or transferred pursuant
to Awards under the Plan shall be 2,500,000 shares.

                  (b)      To the extent that an Award terminates, expires, or
lapses for any reason, any shares of Stock subject to the Award shall again be
available for the grant of an Award pursuant to the Plan. Additionally, any
shares of Stock tendered or withheld to satisfy the grant or exercise price or
tax withholding obligation pursuant to any Award shall again be available for
the grant of an Award pursuant to the Plan. To the extent permitted by
applicable law or any exchange rule, shares of Stock issued in assumption of, or
in substitution for, any outstanding awards of any entity acquired in any form
of combination by the Company, the Partnership or any Subsidiary shall not be
counted against shares of Stock available for grant pursuant to this Plan.

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

         3.3      Limitation on Number of Shares Subject to Awards.
Notwithstanding any provision in the Plan to the contrary, and subject to
Article 11, the maximum number of shares of Stock with respect to one or more
Awards that may be granted to any one Participant during a rolling three-year
period (measured from the date of any grant) shall be 1,500,000; provided,
however, that the foregoing limitation shall not apply prior to the Public
Trading Date and, following the Public Trading Date, the foregoing limitation
shall not apply until the earliest of: (a) the first material modification of
the Plan (including any increase in the number of shares reserved for issuance
under the Plan in accordance with Section 3.1); (b) the issuance of all of the
shares of Stock reserved for issuance under the Plan; (c) the expiration of the
Plan; (d) the first meeting of stockholders at which members of the Board are to
be elected that occurs after the close of the third calendar year following the
calendar year in which occurred the first registration of an equity security of
the Company under Section 12 of the Exchange Act; or (e) such other date
required by Section 162(m) of the Code and the rules and regulations promulgated
thereunder.

                                    ARTICLE 4

                          ELIGIBILITY AND PARTICIPATION

         4.1      Eligibility. Persons eligible to participate in this Plan
include Employees, Consultants and all members of the Board, as determined by
the Committee.

         4.2      Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from among all Eligible Individuals
those to whom Awards shall be granted

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and shall determine the nature and amount of each Award. No individual shall
have any right to be granted an Award pursuant to this Plan.

                                    ARTICLE 5

                                  STOCK OPTIONS

         5.1      General. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a)      Exercise Price. The exercise price per share of Stock
subject to an Option shall be determined by the Committee and set forth in the
Award Agreement; provided that the exercise price for any Option shall not be
less than par value.

                  (b)      Time and Conditions of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in whole or in
part; provided that the term of any Option granted under the Plan shall not
exceed ten years; and, provided, further, that in the case of a Non-Qualified
Stock Option, such Option shall be exercisable for one year after the date of
the Participant's death (but not later than the expiration of the original
term). The Committee shall also determine the performance or other conditions,
if any, that must be satisfied before all or part of an Option may be exercised.

                  (c)      Payment. The Committee shall determine the methods by
which the exercise price of an Option may be paid, the form of payment,
including, without limitation, cash, promissory note bearing interest at no less
than such rate as shall then preclude the imputation of interest under the Code,
shares of Stock held for longer than 6 months having a Fair Market Value on the
date of delivery equal to the aggregate exercise price of the Option or
exercised portion thereof, or other property acceptable to the Committee
(including through the delivery of a notice that the Participant has placed a
market sell order with a broker with respect to shares of Stock then issuable
upon exercise of the Option, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price; provided that payment of such
proceeds is then made to the Company upon settlement of such sale), and the
methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants. Notwithstanding any other provision of the Plan to the contrary,
(i) no Participant who is a member of the Board or an "executive officer" of the
Company within the meaning of Section 13(k) of the Exchange Act shall be
permitted to pay the exercise price of an Option in any method which would
violate Section 13(k) of the Exchange Act, and (ii) in no event shall the
Committee permit a Participant to pay the exercise price of an Option with any
promissory note that is inconsistent with the Company qualification as a REIT.

                  (d)      Evidence of Grant. All Options shall be evidenced by
a written Award Agreement between the Company and the Participant. The Award
Agreement shall include such additional provisions as may be specified by the
Committee.

         5.2      Incentive Stock Options. Incentive Stock Options may be
granted only to employees (as defined in accordance with Section 3401(c) of the
Code) of the Company or a

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Company Subsidiary which constitutes a "subsidiary corporation" of the Company
within Section 424(f) of the Code and any applicable regulations promulgated
thereunder, and the terms of any Incentive Stock Options granted pursuant to the
Plan must comply with the following additional provisions of this Section 5.2:

                  (a)      Exercise Price. The exercise price per share of Stock
shall be set by the Committee; provided that the exercise price for any
Incentive Stock Option shall not be less than 100% of the Fair Market Value on
the date of grant.

                  (b)      Expiration of Option. An Incentive Stock Option may
not be exercised to any extent by anyone after the first to occur of the
following events; provided, however, that the Committee may, prior to the lapse
of the Incentive Stock Option under the circumstances described in subsections
(ii), (iii) or (iv) below, provide in writing that the Option will extend until
a later date, but if an Option is so extended and is exercised after the dates
specified in subsections (ii), (iii) and (iv) below, it will automatically
become a Non-Qualified Stock Option:

                           (i)      Ten years from the date it is granted,
unless an earlier time is set in the Award Agreement.

                           (ii)     Three months after termination of the
Participant's employment for any reason other than the Participant's Disability
or death.

                           (iii)    One year after the termination of the
Participant's employment on account of Disability or death.

                           (iv)     One year after the Participant's death if
the Participant dies while employed or during the three-month period described
in subsection (ii) or during the one-year period described in subsection (iii)
and before the Option otherwise expires.

                           Upon the Participant's Disability or death, any
Incentive Stock Options exercisable at the Participant's Disability or death may
be exercised by the Participant's legal representative or representatives, by
the person or persons entitled to do so pursuant to the Participant's last will
and testament, or, if the Participant fails to make testamentary disposition of
such Incentive Stock Option or dies intestate, by the person or persons entitled
to receive the Incentive Stock Option pursuant to the applicable laws of descent
and distribution.

                  (c)      Individual Dollar Limitation. The aggregate Fair
Market Value (determined as of the time the Option is granted) of all shares of
Stock with respect to which Incentive Stock Options are first exercisable by a
Participant in any calendar year may not exceed $100,000.00 or such other
limitation as imposed by Section 422(d) of the Code, or any successor provision.
To the extent that Incentive Stock Options are first exercisable by a
Participant in excess of such limitation, the excess shall be considered
Non-Qualified Stock Options.

                  (d)      Ten Percent Owners. An Incentive Stock Option shall
be granted to any individual who, at the date of grant, owns stock possessing
more than ten percent of the total combined voting power of all classes of Stock
of the Company or any "subsidiary corporation" of the Company or "parent
corporation" of the Company (each within the meaning of Section

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424 of the Code) only if such Option is granted at a price that is not less than
110% of Fair Market Value on the date of grant and the Option is exercisable for
no more than five years from the date of grant.

                  (e)      Transfer Restriction. The Participant shall give the
Company prompt notice of any disposition of shares of Stock acquired by exercise
of an Incentive Stock Option within (i) two years from the date of grant of such
Incentive Stock Option or (ii) one year after the transfer of such shares of
Stock to the Participant.

                  (f)      Expiration of Incentive Stock Options. No Award of an
Incentive Stock Option may be made pursuant to this Plan after the Expiration
Date.

                  (g)      Right to Exercise. During a Participant's lifetime,
an Incentive Stock Option may be exercised only by the Participant.

         5.3      Substitution of Stock Appreciation Rights. The Committee may
provide in the Award Agreement evidencing the grant of an Option that the
Committee, in its sole discretion, shall have to right to substitute a Stock
Appreciation Right for such Option at any time prior to or upon exercise of such
Option, subject to the provisions of Section 7.2 hereof; provided that such
Stock Appreciation Right shall be exercisable for the same number of shares of
Stock as such substituted Option would have been exercisable for.

         5.4      Granting of Options to Independent Directors. The Board may
from time to time, in its sole discretion, and subject to the limitations of the
Plan:

                  (a)      Select from among the Independent Directors
(including Independent Directors who have previously been granted Options under
the Plan) such of them as in its opinion should be granted Options;

                  (b)      Subject to Section 3.3, determine the number of
shares of Stock that may be purchased upon exercise of the Options granted to
such selected Independent Directors; and

                  (c)      Subject to the provisions of this Article 5,
determine the terms and conditions of such Options, consistent with the Plan.

Options granted to Independent Directors shall be Non-Qualified Stock Options.

         5.5      Transfer of Shares to a Company Employee, Consultant or
Independent Director. As soon as practicable after receipt by the Company,
pursuant to Section 5.1(c), of payment for the shares with respect to which an
Option (which in the case of a Company Employee, Company Consultant or
Independent Director was issued to and is held by such Participant in such
capacity), or portion thereof, is exercised by a Participant who is a Company
Employee, Independent Director or Company Consultant, then, with respect to each
such exercise, the Company shall transfer to the Participant the number of
shares equal to

                  (a)      The amount of the payment made by the Participant to
the Company pursuant to Section 5.1(c), divided by

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                  (b)      The price per share of the shares subject to the
Option as determined pursuant to Section 5.1(a).

         5.6.     Transfer of Shares to a Partnership Employee or Partnership
Consultant. As soon as practicable after receipt by the Company, pursuant to
Section 5.1(c), of payment for the shares with respect to which an Option (which
was issued to and is held by a Partnership Employee or Partnership Consultant in
such capacity), or portion thereof, is exercised by a Participant who is a
Partnership Employee or Partnership Consultant, then, with respect to each such
exercise:

                  (a)      the Company shall transfer to the Participant the
number of shares equal to (A) the amount of the payment made by the Participant
to the Company pursuant to Section 5.1(c) divided by (B) the Fair Market Value
of a share of Stock at the time of exercise (the "Partnership Holder Purchased
Shares");

                  (b)      the Company shall sell to the Partnership the number
of shares (the "Partnership Purchased Shares") equal to the excess of (i) the
amount obtained by dividing (A) the amount of the payment made by the
Participant to the Company pursuant to Section 5.1(c) by (B) the price per share
of the shares subject to the Option as determined pursuant to Section 5.1(a),
over (ii) the Partnership Holder Purchased Shares. The price to be paid by the
Partnership to the Company for the Partnership Purchased Shares (the
"Partnership Purchase Price") shall be an amount equal to the product of (x) the
number of Partnership Purchased Shares multiplied by (y) the Fair Market Value
of a share of Stock at the time of the exercise; and

                  (c)      as soon as practicable after receipt of the
Partnership Purchased Shares by the Partnership, the Partnership shall transfer
such shares to the Participant at no additional cost, as additional
compensation.

         5.7      Transfer of Payment to the Partnership. As soon as practicable
after receipt by the Company of the amounts described in Sections 5.1(c), 5.5
and 5.6, the Company shall contribute to the Partnership an amount of cash equal
to such payments and the Partnership shall issue an additional interest in the
Partnership on the terms set forth in the Partnership Agreement.

                                   ARTICLE 6

                             RESTRICTED STOCK AWARDS

         6.1      Grant of Restricted Stock. The Committee is authorized to make
Awards of Restricted Stock to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
All Awards of Restricted Stock shall be evidenced by a written Restricted Stock
Award Agreement. The Committee shall determine the mechanism for the transfer of
the Restricted Stock and payment therefore in the case of Awards to Partnership
Employees or Partnership Consultants, and any forfeiture of such Restricted
Stock pursuant to Section 6.3.

         6.2      Issuance and Restrictions. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation,

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limitations on the right to vote Restricted Stock or the right to receive
dividends on the Restricted Stock). These restrictions may lapse separately or
in combination at such times, pursuant to such circumstances or installments or
otherwise as the Committee determines at the time of the grant of the Award or
thereafter. Alternatively, these restrictions may lapse pursuant to the
satisfaction of one or more Performance Criteria or other specific performance
criteria as the Committee determines to be appropriate at the time of the grant
of the Award or thereafter, in each case on a specified date or dates or over
any period or periods determined by the Committee.

         6.3      Forfeiture. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of employment
or service during the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited; provided, however, that
the Committee may (a) provide in any Restricted Stock Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes, and (b) in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Stock.

         6.4      Certificates for Restricted Stock. Restricted Stock granted
pursuant to the Plan may be evidenced in such manner as the Committee shall
determine. If certificates representing shares of Restricted Stock are
registered in the name of the Participant, certificates must bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, at its discretion, retain physical
possession of the certificate until such time as all applicable restrictions
lapse.

                                   ARTICLE 7

                            STOCK APPRECIATION RIGHTS

         7.1      Grant of Stock Appreciation Rights. A Stock Appreciation Right
may be granted to any Participant selected by the Committee. A Stock
Appreciation Right may be granted (a) in connection and simultaneously with the
grant of an Option, (b) with respect to a previously granted Option, or (c)
independent of an Option. A Stock Appreciation Right shall be subject to such
terms and conditions not inconsistent with the Plan as the Committee shall
impose and shall be evidenced by an Award Agreement (including, without
limitation, in the case of Awards to Partnership Employees or Partnership
Consultants, the mechanism for the transfer of rights under such Awards).

         7.2      Coupled Stock Appreciation Rights.

                  (a)      A Coupled Stock Appreciation Right ("CSAR") shall be
related to a particular Option and shall be exercisable only when and to the
extent the related Option is exercisable.

                  (b)      A CSAR may be granted to a Participant for no more
than the number of shares subject to the simultaneously or previously granted
Option to which it is coupled.

                  (c)      A CSAR shall entitle the Participant (or other person
entitled to exercise the Option pursuant to the Plan) to surrender to the
Company the unexercised portion of the Option to which the CSAR relates (to the
extent then exercisable pursuant to its terms) and to

                                       12
<PAGE>

receive from the Company in exchange therefor an amount determined by
multiplying the difference obtained by subtracting the Option exercise price
from the Fair Market Value of a share of Stock on the date of exercise of the
CSAR by the number of shares of Stock with respect to which the CSAR shall have
been exercised, subject to any limitations the Committee may impose.

         7.3      Independent Stock Appreciation Rights.

                  (a)      An Independent Stock Appreciation Right ("ISAR")
shall be unrelated to any Option and shall have a term set by the Committee. An
ISAR shall be exercisable in such installments as the Committee may determine.
An ISAR shall cover such number of shares of Stock as the Committee may
determine. The exercise price per share of Stock subject to each ISAR shall be
set by the Committee; provided, however, that the Committee in its sole and
absolute discretion may provide that the ISAR may be exercised subsequent to a
termination of employment or service, as applicable, or following a Change in
Control of the Company, or because of the Participant's retirement, death or
disability, or otherwise.

                  (b)      An ISAR shall entitle the Participant (or other
person entitled to exercise the ISAR pursuant to the Plan) to exercise all or a
specified portion of the ISAR (to the extent then exercisable pursuant to its
terms) and to receive from the Company an amount determined by multiplying the
difference obtained by subtracting the exercise price per share of the ISAR from
the Fair Market Value of a share of Stock on the date of exercise of the ISAR by
the number of shares of Stock with respect to which the ISAR shall have been
exercised, subject to any limitations the Committee may impose.

         7.4      Payment and Limitations on Exercise.

                  (a)      Payment of the amounts determined under Sections
7.2(c) and 7.3(b) above shall be in cash, in Stock (based on its Fair Market
Value as of the date the Stock Appreciation Right is exercised) or a combination
of both, as determined by the Committee.

                  (b)      To the extent any payment under Section 7.2(c) or
7.3(b) is effected in Stock it shall be made subject to satisfaction of all
provisions of Article 5 above pertaining to Options.

                                    ARTICLE 8

                              OTHER TYPES OF AWARDS

         8.1      Dividend Equivalents.

                  (a)      Any Participant selected by the Committee may be
granted Dividend Equivalents based on the dividends declared on the shares of
Stock that are subject to any Award, to be credited as of dividend payment
dates, during the period between the date the Award is granted and the date the
Award is exercised, vests or expires, as determined by the Committee. Such
Dividend Equivalents shall be converted to cash or additional shares of Stock by
such formula and at such time and subject to such limitations as may be
determined by the

                                       13
<PAGE>

Committee. The Committee shall specify the mechanism for the transfer of the
Stock pursuant to a Dividend Equivalent Award in the case of Awards to
Partnership Employees or Partnership Consultants.

                  (b)      Dividend Equivalents granted with respect to Options
or SARs that are intended to be Qualified Performance-Based Compensation shall
be payable, with respect to pre-exercise periods, regardless of whether such
Option or SAR is subsequently exercised.

         8.2      Stock Payments. Any Participant selected by the Committee may
receive Stock Payments in the manner determined from time to time by the
Committee; provided, that unless otherwise determined by the Committee such
Stock Payments shall be made in lieu of base salary, bonus, or other cash
compensation otherwise payable to such Participant. The number of shares shall
be determined by the Committee and may be based upon the Performance Criteria or
other specific performance criteria determined appropriate by the Committee,
determined on the date such Stock Payment is made or on any date thereafter, in
each case on a specified date or dates or over any period or periods determined
by the Committee. The Committee shall specify the mechanism for the transfer of
the Stock pursuant to a Stock Payment Award and payment therefore, if
applicable, in the case of Awards to Partnership Employees or Partnership
Consultants.

         8.3      Restricted Stock Units. The Committee is authorized to make
Awards of Restricted Stock Units to any Participant selected by the Committee in
such amounts and subject to such terms and conditions as determined by the
Committee. At the time of grant, the Committee shall specify the date or dates
on which the Restricted Stock Units shall become fully vested and
nonforfeitable, and may specify such conditions to vesting as it deems
appropriate. Alternatively, Restricted Stock Units may become fully vested and
nonforfeitable pursuant to the satisfaction of one or more Performance Criteria
or other specific performance criteria as the Committee determines to be
appropriate at the time of the grant of the Restricted Stock Units or
thereafter, in each case on a specified date or dates or over any period or
periods determined by the Committee. At the time of grant, the Committee shall
specify the maturity date applicable to each grant of Restricted Stock Units
which shall be no earlier than the vesting date or dates of the Award and may be
determined at the election of the grantee. On the maturity date, the Company
shall transfer to the Participant one unrestricted, fully transferable share of
Stock for each Restricted Stock Unit scheduled to be paid out on such date and
not previously forfeited. The Committee shall specify the purchase price, if
any, to be paid by the grantee to the Company for such shares of Stock pursuant
to Restricted Stock Unit Awards and the mechanism for the transfer of the Stock
and payment therefore in the case of Awards to Partnership Employees or
Partnership Consultants.

         8.4      Other Stock-Based Awards. Any Participant selected by the
Committee may be granted one or more Awards that provide Participants with
shares of Stock or the right to purchase shares of Stock or that have a value
derived from the value of, or an exercise or conversion privilege at a price
related to, or that are otherwise payable in shares of Stock and which may be
linked to any one or more of the Performance Criteria or other specific
performance criteria determined appropriate by the Committee, in each case on a
specified date or dates or over any period or periods determined by the
Committee. In making such determinations, the Committee shall consider (among
such other factors as it deems relevant in

                                       14
<PAGE>

light of the specific type of Award) the contributions, responsibilities and
other compensation of the particular Participant. The Committee shall specify
the mechanism for the transfer of the Stock pursuant to Other Stock-Based Awards
and payment therefore in the case of Awards to Partnership Employees or
Partnership Consultants.

         8.5      Performance Bonus Awards. Any Participant selected by the
Committee may be granted one or more Performance-Based Awards in the form of a
cash bonus (a "Performance Bonus Award") payable upon the attainment of
Performance Goals that are established by the Committee and relate to one or
more of the Performance Criteria, in each case on a specified date or dates or
over any period or periods determined by the Committee. Any such Performance
Bonus Award paid to a Covered Employee shall be based upon objectively
determinable bonus formulas established in accordance with Article 9. The
maximum amount of any Performance Bonus Award payable to a Covered Employee with
respect to any fiscal year of the Company shall not exceed $1,500,000.

         8.6      Term. Except as otherwise provided herein, the term of any
Award of Dividend Equivalents, Stock Payments, Restricted Stock Units, Other
Stock-Based Awards or Performance Bonus Awards shall be set by the Committee in
its discretion.

         8.7      Exercise or Purchase Price. The Committee may establish the
exercise or purchase price, if any, of any Award of Stock Payments, Restricted
Stock Units or Other Stock-Based Award; provided, however, that such price shall
not be less than the par value of a share of Stock on the date of grant, unless
otherwise permitted by applicable state law.

         8.8      Exercise Upon Termination of Employment or Service. An Award
of Stock Payments, Restricted Stock Units and Other Stock-Based Awards shall
only be exercisable or payable while the Participant is an Employee, Consultant
or a member of the Board, as applicable; provided, however, that, subject to
Article 9, the Committee in its sole and absolute discretion may provide that an
Award of Dividend Equivalents, Stock Payments, Restricted Stock Units or Other
Stock-Based Awards may be exercised or paid subsequent to a termination of
employment or service, as applicable, or following a Change in Control of the
Company, or because of the Participant's retirement, death or disability, or
otherwise.

         8.9      Form of Payment. Payments with respect to any Awards granted
under this Article 8 shall be made in cash, in Stock or a combination of both,
as determined by the Committee.

         8.10     Award Agreement. All Awards under this Article 8 shall be
subject to such additional terms and conditions as determined by the Committee
and shall be evidenced by a written Award Agreement.

                                    ARTICLE 9

                            PERFORMANCE-BASED AWARDS

         9.1      Purpose. The purpose of this Article 9 is to provide the
Committee the ability to qualify Awards other than Options and SARs and that are
granted pursuant to Articles 6 and 8 as Qualified Performance-Based
Compensation. If the Committee, in its discretion, decides to grant a
Performance-Based Award to a Covered Employee, the provisions of this Article 9
shall

                                       15
<PAGE>

control over any contrary provision contained in Articles 6 or 8; provided,
however, that the Committee may in its discretion grant Awards to Covered
Employees that are based on Performance Criteria or Performance Goals but that
do not satisfy the requirements of this Article 9.

         9.2      Applicability. This Article 9 shall apply only to those
Covered Employees selected by the Committee to receive Performance-Based Awards.
The designation of a Covered Employee as a Participant for a Performance Period
shall not in any manner entitle the Participant to receive an Award for the
period. Moreover, designation of a Covered Employee as a Participant for a
particular Performance Period shall not require designation of such Covered
Employee as a Participant in any subsequent Performance Period and designation
of one Covered Employee as a Participant shall not require designation of any
other Covered Employees as a Participant in such period or in any other period.

         9.3      Procedures with Respect to Performance-Based Awards. To the
extent necessary to comply with the Qualified Performance-Based Compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any Award
granted under Articles 6 and 8 which may be granted to one or more Covered
Employees, no later than ninety (90) days following the commencement of any
fiscal year in question or any other designated fiscal period or period of
service (or such other time as may be required or permitted by Section 162(m) of
the Code), the Committee shall, in writing, (a) designate one or more Covered
Employees, (b) select the Performance Criteria applicable to the Performance
Period, (c) establish the Performance Goals, and amounts of such Awards, as
applicable, which may be earned for such Performance Period, and (d) specify the
relationship between Performance Criteria and the Performance Goals and the
amounts of such Awards, as applicable, to be earned by each Covered Employee for
such Performance Period. Following the completion of each Performance Period,
the Committee shall certify in writing whether the applicable Performance Goals
have been achieved for such Performance Period. In determining the amount earned
by a Covered Employee, the Committee shall have the right to reduce or eliminate
(but not to increase) the amount payable at a given level of performance to take
into account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the Performance Period.

         9.4      Payment of Performance-Based Awards. Unless otherwise provided
in the applicable Award Agreement, a Participant must be employed by the
Company, the Partnership or a Subsidiary on the day a Performance-Based Award
for such Performance Period is paid to the Participant. Furthermore, a
Participant shall be eligible to receive payment pursuant to a Performance-Based
Award for a Performance Period only if the Performance Goals for such period are
achieved.

         9.5      Additional Limitations. Notwithstanding any other provision of
the Plan, any Award which is granted to a Covered Employee and is intended to
constitute Qualified Performance-Based Compensation shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m)(4)(C) of the Code,
and the Plan shall be deemed amended to the extent necessary to conform to such
requirements.

                                       16
<PAGE>

                                   ARTICLE 10

                         PROVISIONS APPLICABLE TO AWARDS

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

         10.2     Award Agreement. Awards under the Plan shall be evidenced by
Award Agreements that set forth the terms, conditions and limitations for each
Award which may include the term of an Award, the provisions applicable in the
event the Participant's employment or service terminates, and the Company's
authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.

         10.3     Limits on Transfer. No right or interest of a Participant in
any Award may be pledged, encumbered, or hypothecated to or in favor of any
party other than the Company, the Partnership or a Subsidiary, or shall be
subject to any lien, obligation, or liability of such Participant to any other
party other than the Company, the Partnership or a Subsidiary. Except as
otherwise provided by the Committee, no Award shall be assigned, transferred, or
otherwise disposed of by a Participant other than by will or the laws of descent
and distribution. The Committee by express provision in the Award or an
amendment thereto may permit an Award (other than an Incentive Stock Option) to
be transferred to, exercised by and paid to certain persons or entities related
to the Participant, including but not limited to members of the Participant's
family, charitable institutions, or trusts or other entities whose beneficiaries
or beneficial owners are members of the Participant's family and/or charitable
institutions, or to such other persons or entities as may be expressly approved
by the Committee, pursuant to such conditions and procedures as the Committee
may establish. Any permitted transfer shall be subject to the condition that the
Committee receive evidence satisfactory to it that the transfer is being made
for estate and/or tax planning purposes (or to a "blind trust" in connection
with the Participant's termination of employment or service with the Company,
the Partnership or a Subsidiary to assume a position with a governmental,
charitable, educational or similar non-profit institution) and on a basis
consistent with the Company's lawful issue of securities.

         10.4     Beneficiaries. Notwithstanding Section 10.3, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights pursuant to
the Plan is subject to all terms and conditions of the Plan and any Award
Agreement applicable to the Participant, except to the extent the Plan and Award
Agreement otherwise provide, and to any additional restrictions deemed necessary
or appropriate by the Committee. If the Participant is married and resides in a
community property state, a designation of a person other than the Participant's
spouse as his or her beneficiary with respect to more than 50% of the
Participant's interest in the Award shall not be effective without the prior
written consent of the Participant's spouse. If no beneficiary has been
designated or survives the Participant, payment shall be made

                                       17
<PAGE>

to the person entitled thereto pursuant to the Participant's will or the laws of
descent and distribution. Subject to the foregoing, a beneficiary designation
may be changed or revoked by a Participant at any time provided the change or
revocation is filed with the Committee.

         10.5     Stock Certificates. Notwithstanding anything herein to the
contrary, the Company shall not be required to issue or deliver any certificates
evidencing shares of Stock pursuant to the exercise of any Award, unless and
until the Board has determined, with advice of counsel, that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of
any exchange on which the shares of Stock are listed or traded. All Stock
certificates delivered pursuant to the Plan are subject to any stop-transfer
orders and other restrictions as the Committee deems necessary or advisable to
comply with federal, state, or foreign jurisdiction, securities or other laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Committee may place legends on any Stock certificate to reference restrictions
applicable to the Stock. In addition to the terms and conditions provided
herein, the Board may require that a Participant make such reasonable covenants,
agreements, and representations as the Board, in its discretion, deems advisable
in order to comply with any such laws, regulations, or requirements. The
Committee shall have the right to require any Participant to comply with any
timing or other restrictions with respect to the settlement or exercise of any
Award, including a window-period limitation, as may be imposed in the discretion
of the Committee.

                                   ARTICLE 11

                          CHANGES IN CAPITAL STRUCTURE

         11.1     Adjustments.

                  (a)      In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-off,
recapitalization, distribution of Company assets to stockholders (other than
normal cash dividends), or any other corporate event affecting the Stock or the
share price of the Stock, the Committee may make such proportionate adjustments,
if any, as the Committee in its discretion may deem appropriate to reflect such
change with respect to (i) the aggregate number and type of shares that may be
issued under the Plan (including, but not limited to, adjustments of the
limitations in Sections 3.1 and 3.3); (ii) the terms and conditions of any
outstanding Awards (including, without limitation, any applicable performance
targets or criteria with respect thereto); and (iii) the grant or exercise price
per share for any outstanding Awards under the Plan. Any adjustment affecting an
Award intended as Qualified Performance-Based Compensation shall be made
consistent with the requirements of Section 162(m) of the Code.

                  (b)      In the event of any transaction or event described in
Section 11.1(a) or any unusual or nonrecurring transactions or events affecting
the Company, any affiliate of the Company, or the financial statements of the
Company or any affiliate (including without limitation any Change in Control),
or of changes in applicable laws, regulations or accounting principles, and
whenever the Committee determines that such action is appropriate in order to
prevent the dilution or enlargement of the benefits or potential benefits
intended to be made

                                       18
<PAGE>

available under the Plan or with respect to any Award under the Plan, to
facilitate such transactions or events or to give effect to such changes in
laws, regulations or principles, the Committee, in its sole discretion and on
such terms and conditions as it deems appropriate, either by the terms of the
Award or by action taken prior to the occurrence of such transaction or event
and either automatically or upon the Participant's request, is hereby authorized
to take any one or more of the following actions:

                           (i)      To provide for either (A) termination of any
such Award in exchange for an amount of cash, if any, equal to the amount that
would have been attained upon the exercise of such Award or realization of the
Participant's rights (and, for the avoidance of doubt, if as of the date of the
occurrence of the transaction or event described in this Section 11.1(b) the
Committee determines in good faith that no amount would have been attained upon
the exercise of such Award or realization of the Participant's rights, then such
Award may be terminated by the Company without payment) or (B) the replacement
of such Award with other rights or property selected by the Committee in its
sole discretion;

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

                           (iii)    To make adjustments in the number and type
of shares of Stock (or other securities or property) subject to outstanding
Awards, and in the number and kind of outstanding Restricted Stock and/or in the
terms and conditions of (including the grant or exercise price), and the
criteria included in, outstanding options, rights and awards and options, rights
and awards which may be granted in the future;

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

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

         11.2     Acceleration Upon a Change in Control. Notwithstanding Section
11.1, and except as may otherwise be provided in any applicable Award Agreement,
if a Change in Control occurs and a Participant's Awards are not converted,
assumed, or replaced by a successor, such Awards shall become fully exercisable
and all forfeiture restrictions on such Awards shall lapse. Upon, or in
anticipation of, a Change in Control, the Committee may cause any and all Awards
outstanding hereunder to terminate at a specific time in the future, including
but not limited to the date of such Change in Control, and shall give each
Participant the right to exercise such Awards during a period of time as the
Committee, in its sole and absolute discretion, shall determine.

         11.3     Outstanding Awards - Certain Mergers. Subject to any required
action by the stockholders of the Company, in the event that the Company shall
be the surviving corporation in

                                       19
<PAGE>

any merger or consolidation (except a merger or consolidation as a result of
which the holders of shares of Stock receive securities of another corporation),
each Award outstanding on the date of such merger or consolidation shall pertain
to and apply to the securities that a holder of the number of shares of Stock
subject to such Award would have received in such merger or consolidation.

         11.4     Outstanding Awards - Other Changes. In the event of any other
change in the capitalization of the Company or corporate change other than those
specifically referred to in this Article 11, the Committee may, in its absolute
discretion, make such adjustments in the number and kind of shares or other
securities subject to Awards outstanding on the date on which such change occurs
and in the per share grant or exercise price of each Award as the Committee may
consider appropriate to prevent dilution or enlargement of rights.

         11.5     No Other Rights. Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee
under the Plan, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares
of Stock subject to an Award or the grant or exercise price of any Award.

                                   ARTICLE 12

                                 ADMINISTRATION

         12.1     Committee. Unless and until the Board delegates administration
of the Plan to a Committee as set forth below, the Plan shall be administered by
the full Board, and for such purposes the term "Committee" as used in this Plan
shall be deemed to refer to the Board. The Board, at its discretion or as
otherwise necessary to comply with the requirements of Section 162(m) of the
Code, Rule 16b-3 promulgated under the Exchange Act or to the extent required by
any other applicable rule or regulation, shall delegate administration of the
Plan to a Committee. The Committee shall consist solely of two or more members
of the Board each of whom is both an "outside director," within the meaning of
Section 162(m) of the Code, and a Non-Employee Director. Notwithstanding the
foregoing: (a) the full Board, acting by a majority of its members in office,
shall conduct the general administration of the Plan with respect to all Awards
granted to Independent Directors and for purposes of such Awards the term
"Committee" as used in this Plan shall be deemed to refer to the Board and (b)
the Committee may delegate its authority hereunder to the extent permitted by
Section 12.5. Appointment of Committee members shall be effective upon
acceptance of appointment. The Board may abolish the Committee at any time and
revest in the Board the administration of the Plan. Committee members may resign
at any time by delivering written notice to the Board. Vacancies in the
Committee may only be filled by the Board.

         12.2     Action by the Committee. A majority of the Committee shall
constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is

                                       20
<PAGE>

present, and acts approved in writing by a majority 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 any officer or other employee of the
Company or any Subsidiary, the Company's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan.

         12.3     Authority of Committee. Subject to any specific designation in
the Plan, the Committee has the exclusive power, authority and discretion to:

                  (a)      Designate Participants to receive Awards;

                  (b)      Determine the type or types of Awards to be granted
to each Participant;

                  (c)      Determine the number of Awards to be granted and the
number of shares of Stock to which an Award will relate;

                  (d)      Determine the terms and conditions of any Award
granted pursuant to the Plan, including, but not limited to, the exercise price,
grant price, or purchase price, any reload provision, any restrictions or
limitations on the Award, any schedule for lapse of forfeiture restrictions or
restrictions on the exercisability of an Award, and accelerations or waivers
thereof, any provisions related to non-competition and recapture of gain on an
Award, based in each case on such considerations as the Committee in its sole
discretion determines; provided, however, that the Committee shall not have the
authority to accelerate the vesting or waive the forfeiture of any
Performance-Based Awards;

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

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

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

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

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

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

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

                                       21
<PAGE>

         12.5     Delegation of Authority. To the extent permitted by applicable
law, the Committee may from time to time delegate to a committee of one or more
members of the Board or one or more officers of the Company the authority to
grant or amend Awards to Participants other than (a) senior executives of the
Company who are subject to Section 16 of the Exchange Act, (b) Covered
Employees, or (c) officers of the Company (or members of the Board) to whom
authority to grant or amend Awards has been delegated hereunder. Any delegation
hereunder shall be subject to the restrictions and limits that the Committee
specifies at the time of such delegation, and the Committee may at any time
rescind the authority so delegated or appoint a new delegatee. At all times, the
delegatee appointed under this Section 12.5 shall serve in such capacity at the
pleasure of the Committee.

                                   ARTICLE 13

                          EFFECTIVE AND EXPIRATION DATE

         13.1     Effective Date. The Plan is effective as of the Public Trading
Date (the "Effective Date"), provided that the Plan has been approved by the
Company's stockholders prior to such date.

         13.2     Expiration Date. The Plan will expire on, and no Award may be
granted pursuant to the Plan after, the earlier of the tenth anniversary of (i)
the date this Plan is approved by the Company's stockholders or (ii) the date
this Plan is approved by the Board (the "Expiration Date"). Any Awards that are
outstanding on the tenth anniversary of the Effective Date shall remain in force
according to the terms of the Plan and the applicable Award Agreement.

                                   ARTICLE 14

                    AMENDMENT, MODIFICATION, AND TERMINATION

         14.1     Amendment, Modification, And Termination. With the approval of
the Board, at any time and from time to time, the Committee may terminate, amend
or modify the Plan; provided, however, that (a) to the extent necessary and
desirable to comply with any applicable law, regulation, or stock exchange rule,
the Company shall obtain stockholder approval of any Plan amendment in such a
manner and to such a degree as required, and (b) stockholder approval is
required for any amendment to the Plan that (i) increases the number of shares
available under the Plan (other than any adjustment as provided by Article 11),
or (ii) permits the Committee to extend the exercise period for an Option beyond
ten years from the date of grant. Notwithstanding any provision in this Plan to
the contrary, absent approval of the stockholders of the Company, no Option may
be amended to reduce the per share exercise price of the shares subject to such
Option below the per share exercise price as of the date the Option is granted
and, except as permitted by Article 11, no Option may be granted in exchange
for, or in connection with, the cancellation or surrender of an Option having a
higher per share exercise price.

         14.2     Awards Previously Granted. No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted pursuant to the Plan without the prior written consent of the
Participant.

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                                   ARTICLE 15

                               GENERAL PROVISIONS

         15.1     No Rights to Awards. No Participant, employee, or other person
shall have any claim to be granted any Award pursuant to the Plan, and neither
the Company nor the Committee is obligated to treat Participants, employees, and
other persons uniformly.

         15.2     No Stockholders Rights. No Award gives the Participant any of
the rights of a stockholder of the Company unless and until shares of Stock are
in fact issued to such person in connection with such Award.

         15.3     Withholding. The Company, the Partnership or any Subsidiary
shall have the authority and the right to deduct or withhold, or require a
Participant to pay an amount sufficient to satisfy federal, state, local and
foreign taxes (including the Participant's FICA obligation) required by law to
be withheld with respect to any taxable event concerning a Participant arising
as a result of this Plan. The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have
the Company, the Partnership or a Subsidiary, as applicable, withhold shares of
Stock otherwise issuable under an Award (or allow the return of shares of Stock)
having a Fair Market Value equal to the sums required to be withheld.
Notwithstanding any other provision of the Plan, the number of shares of Stock
which may be withheld with respect to the issuance, vesting, exercise or payment
of any Award (or which may be repurchased from the Participant of such Award
within six months after such shares of Stock were acquired by the Participant
from the Company) in order to satisfy the Participant's federal, state, local
and foreign income and payroll tax liabilities with respect to the issuance,
vesting, exercise or payment of the Award shall be limited to the number of
shares which have a Fair Market Value on the date of withholding or repurchase
equal to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal, state, local and foreign income tax and payroll
tax purposes that are applicable to such supplemental taxable income.

         15.4     No Right to Employment or Services. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Company, the Partnership or any Subsidiary to terminate any Participant's
employment or services at any time, nor confer upon any Participant any right to
continue in the employ or service of the Company, the Partnership or any
Subsidiary.

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

         15.6     Indemnification. To the extent allowable pursuant to
applicable law, each member of the Committee or of the Board shall be
indemnified and held harmless by the Company from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action or failure to act pursuant to the Plan and against and from any
and all amounts paid by

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him or her in satisfaction of judgment in such action, suit, or proceeding
against him or her; provided he or she gives the Company an opportunity, at its
own expense, to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such
persons may be entitled pursuant to the Company's Certificate of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

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

         15.8     Expenses. The expenses of administering the Plan shall be
borne by the Company, the Partnership and their Subsidiaries.

         15.9     Titles and Headings. The titles and headings of the Sections
in the Plan are for convenience of reference only and, in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         15.10    Fractional Shares. No fractional shares of Stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up or down as appropriate.

         15.11    Limitations Applicable to Section 16 Persons. Notwithstanding
any other provision of the Plan, the Plan, and any Award granted or awarded to
any Participant who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.

         15.12    Government and Other Regulations. The obligation of the
Company to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register pursuant to the Securities Act of 1933, as amended, any of the shares
of Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may
in certain circumstances be exempt from registration pursuant to the Securities
Act of 1933, as amended, the Company may restrict the transfer of such shares in
such manner as it deems advisable to ensure the availability of any such
exemption.

         15.13    Section 83(b) Election Prohibited. No Participant may make an
election under Section 83(b) of the Code with respect to any Award or grant
under the Plan without the consent of the Committee, which the Committee may
grant or withhold in its sole discretion.

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         15.14    Restrictions on Awards. This Plan shall be interpreted and
construed in a manner consistent with the Company's status as a REIT. No Award
shall be granted or awarded, and with respect to an Award already granted under
the Plan, such Award shall not be exercisable:

                  (a)      to the extent such Award or exercise could cause the
Participant to be in violation of the Ownership Limit (as defined in the
Company's Articles of Incorporation, as amended from time to time); or

                  (b)      if, in the discretion of the Committee, such Award or
exercise could impair the Company's status as a REIT

         15.15    Governing Law. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of
California.

         15.16    Conflicts with Company's Articles of Incorporation.
Notwithstanding any other provision of the Plan, no Participant shall acquire or
have any right to acquire any Stock, and shall not have any other rights under
the Plan, which are prohibited under the Company's Articles of Incorporation, as
amended from time to time.

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