**Exhibit 10.1****2005 SHARE INCENTIVE PLAN**     **1. Purpose; Eligibility.**          1.1 General Purpose. The name of this plan is the Prentiss Properties Trust 2005Share Incentive Plan (the “***Plan***”). The purpose of the Plan is to assist Prentiss Properties Trust,a real estate investment trust organized under the laws of Maryland (the “***Company***”), and anyAffiliate to recruit and retain the services of key Employees who will contribute to the Company’slong range success and to associate their interests with those of the Company and its Shareholdersby providing incentives which are linked directly to increases in share value which will inure tothe benefit of all Shareholders of the Company.          1.2 Eligible Award Recipients. The persons eligible to receive Awards are theEmployees of the Company and its Affiliates that the Administrator, in its sole discretion,determines have contributed significantly or can be expected to contribute significantly to theprofits or growth of the Company or an Affiliate. A Trustee of the Company who is an Employee ofthe Company or an Affiliate may be selected to participate in this Plan.          1.3 Available Awards. The purpose of the Plan is to provide a means by which eligiblerecipients of Awards may be given an opportunity to benefit from increases in value of the CompanyShares through the granting of one or more of the following Awards: (a) Nonstatutory ShareOptions, (c) Restricted Share Awards, (d) Unrestricted Share Awards, (e) Performance Share Awards,(f) Share Appreciation Rights, (g) Incentive Awards and (h) Share-Based Awards.     **2. Definitions.**          2.1 “***409A Award***” means a grant or an Award that is considered “nonqualified deferredcompensation” within the meaning of Section 409A of the Code and Section 8 of this Plan.          2.2 “***Administrator***” means the Board or the Committee appointed by the Board in accordance withSection 3.5.          2.3 “***Affiliate***” means any entity under common control with the Company, within the meaning ofSections 414(b) and (c) of the Code and any “parent corporation” or “subsidiary corporation” of theCompany, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f),respectively, of the Code.          2.4 “***Award***” means any right granted under the Plan, including an Option, a Restricted ShareAward, an Unrestricted Share Award, a Performance Share Award, a Share Appreciation Right, anIncentive Award or a Share-Based Award.          2.5 “***Award Agreement***” means a written agreement (including any amendment or supplementthereto) between the Company and a Participant evidencing the terms and conditions of an Award tosuch individual. Each Award Agreement shall be subject to the terms and conditions of the Plan.          2.6 “***Beneficial Owner***” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5under the Exchange Act, except that in calculating the beneficial ownership of any particular“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall bedeemed to have beneficial ownership of all securities that such “person” has the right to acquireby conversion or exercise of other securities, whether such right is currently exercisable or isexercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned”have a corresponding meaning.          2.7 “***Board***” means the Board of Trustees of the Company.
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          2.8 “***Cause***” means, (a) with respect to any Participant who is a party to an employment orservice agreement or employment policy manual with the Company or its Affiliates and such agreementor policy manual provides for a definition of Cause, as defined therein and (b) with respect to allother Participants, (i) the commission of, or plea of guilty or no contest to, a felony or a crimeinvolving moral turpitude or the commission of any other act involving willful malfeasance ormaterial fiduciary breach with respect to the Company or an Affiliate, (ii) conduct tending tobring the Company into substantial public disgrace, or disrepute, or (iii) gross negligence orwillful misconduct with respect to the Company or an Affiliate. The Administrator, in its absolutediscretion, shall determine the effect of all matters and questions relating to whether aParticipant has been discharged for Cause.          2.9 “***Change in Control***” shall mean               (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by wayof merger or consolidation), in one or a series of related transactions, of all or substantiallyall of the properties or assets of the Company to any “person” (as that term is used in Section13(d)(3) of the Exchange Act) other than the Permitted Holders;               (b) the adoption of a plan relating to the liquidation or dissolution of the Company;               (c) the consummation of any transaction (including, without limitation, any merger orconsolidation) the result of which is that any “person” or “group” (as such terms are used inSection 13(d) of the Exchange Act), becomes the Beneficial Owner directly or indirectly of morethan 50% of the voting power of the Company; or               (d) Incumbent Trustees cease for any reason to constitute at least a majority of the Board; and               (e) The foregoing notwithstanding, a transaction shall not constitute a Change in Control if(1) its sole purpose is to change the state of the Company’s incorporation or to create a holdingcompany that will be owned in substantially the same proportions by the persons who held theCompany’s securities immediately before such transaction or (2) it constitutes an initial publicoffering or a secondary public offering that results in any security of the Company being listed(or approved for listing) on any securities exchange or designated (or approved for designation) asa national market security on an interdealer quotation system.          2.10 “***Code***” means the Internal Revenue Code of 1986, as amended.          2.11 “***Committee***” means a committee of one or more members of the Board appointed by the Boardto administer the Plan in accordance with Section 3.5.          2.12 “***Company***” means Prentiss Properties Trust, a Maryland real estate investment trust.          2.13 “***Consultant***” means any person, including an advisor, (a) engaged by the Company or anAffiliate to render consulting or advisory services and who is compensated for such services or whoprovides bona fide services to the Company or an Affiliate pursuant to a written agreement or (b)who is a member of the Board of Trustees of an Affiliate; provided that, such person is a naturalperson and such services are not in connection with the offer or sale of securities in a capitalraising transaction and do not directly or indirectly promote or maintain a market for theCompany’s securities.          2.14 “***Continuous Service***” means that the Participant’s service with the Company or anAffiliate, whether as an Employee, Trustee or Consultant, is not interrupted or terminated. TheParticipant’s Continuous Service shall not be deemed to have terminated merely because of a changein the capacity in which the Participant renders service to the Company or an Affiliate as anEmployee,
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Consultant or Trustee or a change in the entity for which the Participant renders suchservice, provided that there is no interruption or termination of the Participant’s ContinuousService. For example, a change in status from an Employee of the Company to a Consultant of anAffiliate or a Trustee will not constitute an interruption of Continuous Service. TheAdministrator or the chief executive officer of the Company, in that party’s sole discretion, maydetermine whether Continuous Service shall be considered interrupted in the case of any leave ofabsence approved by that party, including sick leave, military leave or any other personal leave.          2.15 “***Covered Employee***” means the chief executive officer and the four other highestcompensated officers of the Company for whom total compensation is required to be reported toShareholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.          2.16 “***Date of Grant***” means the date on which the Administrator adopts a resolution expresslygranting and fixing the relevant terms of an Award to a Participant or, if a different date is setforth in such resolution as the Date of Grant, then such date as is set forth in such resolution.          2.17 “***Disability***” means that the Optionee is unable to engage in any substantial gainfulactivity by reason of any medically determinable physical or mental impairment. The determinationof whether an individual has a Disability shall be determined under procedures established by thePlan Administrator. Except in situations where the Plan Administrator is determining whether aParticipant is Disabled within the separate definition in Section 8.4(b) hereof, the PlanAdministrator may rely on any determination that a Participant is disabled for purposes of benefitsunder any long-term disability plan maintained by the Company or any Affiliate in which aParticipant participates.          2.18 “***Effective Date***” shall mean May 11, 2005.          2.19 “***Employee***” means any person employed by the Company or an Affiliate. Mere service as aTrustee or payment of a Trustee’s fee by the Company or an Affiliate shall not be sufficient toconstitute “employment” by the Company or an Affiliate.          2.20 “***Exchange Act***” means the Securities Exchange Act of 1934, as amended.          2.21 “***Fair Market Value***” means, as of any date, the value of the Common Share as determined ingood faith by the Administrator; provided, however, that (i) if the Common Share is admitted toquotation on the National Association of Securities Dealers Automated Quotation System (“***Nasdaq***”),the Fair Market Value on any given date shall not be less than the average of the highest bid andlowest asked prices of the Common Share reported for such date or, if no bid and asked prices werereported for such date, for the last day preceding such date for which such prices were reported or(ii) if the Common Share is admitted to trading on a national securities exchange or the NasdaqNational Market or Nasdaq Small Cap Market, the Fair Market Value on any date shall not be lessthan the closing price reported for the Common Share on such exchange or system for such date or,if no sales were reported for such date, for the last date preceding the date for such a sale wasreported.          2.22 “***Incentive Award***” means an Award granted pursuant to Section 7.5 which, pursuant to theterms of the Award Agreement, will entitle the Participant to receive a cash payment from theCompany or an Affiliate.          2.23 “***Incumbent Trustees***” means individuals who, on the Effective Date, constitute the Board,provided that any individual becoming a Trustee subsequent to the Effective Date whose election ornomination for election to the Board was approved by a vote of at least two-thirds of the IncumbentTrustees then on the Board (either by a specific vote or by approval of the proxy statement of theCompany in which such person is named as a nominee for Trustee without objection to suchnomination) shall be an Incumbent Trustee. No individual initially elected or nominated as aTrustee of the Company as a result of an actual or threatened election contest with respect toTrustees or as a result of any
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other actual or threatened solicitation of proxies by or on behalf of any person other thanthe Board shall be an Incumbent Trustee.          2.24 “***Listing Date***” means the first date upon which any security of the Company is listed (orapproved for listing) upon notice of issuance on any securities exchange or designated (or approvedfor designation) upon notice of issuance as a national market security on an interdealer quotationsystem.          2.25 “***Non-Employee Trustee***” means a Trustee who satisfies the requirements for a “non-employeedirector” within the meaning of Rule 16b-3(b)(3).          2.26 “***Nonstatutory Share Option***” means an Option not intended to qualify as an incentive stockoption within the meaning of Section 422 of the Code and the regulations promulgated thereunder.          2.27 “***Officer***” means (a) before the Listing Date, any person designated by the Company as anofficer and (b) on and after the Listing Date, a person who is an officer of the Company within themeaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.          2.28 “***Option***” means a Nonstatutory Share Option granted pursuant to the Plan that entitles theholder to purchase from the Company a stated number of Shares at the price set forth in the OptionAgreement.          2.29 “***Option Agreement***” means a written agreement between the Company and an Optionholderevidencing the terms and conditions of an individual Option grant. Each Option Agreement shall besubject to the terms and conditions of the Plan and need not be identical.          2.30 “***Optionholder***” means a person to whom an Option is granted pursuant to the Plan or, ifapplicable, such other person who holds an outstanding Option.          2.31 “***Outside Trustee***” means a Trustee who is an “outside director” within the meaning ofSection 162(m) of the Code and Treasury Regulations Section 1.162-27(e)(3).          2.32 “***Participant***” means an Employee, including an employee who is a Trustee, to whom an Awardis granted pursuant to the Plan or, if applicable, such other person who holds an outstandingAward.          2.33 “***Performance Share Award***” means Awards granted pursuant to Section 7.3 which, pursuant tothe terms of the Award Agreement, will entitle the Participant to receive cash or a Share Award ora combination thereof.          2.34 “***Plan***” means this Prentiss Properties Trust 2005 Share Incentive Plan.          2.35 “***Restricted Share Award***” means any Award of Shares granted pursuant to Section 7.1 thatare nontransferable and subject to a substantial risk of forfeiture. Shares shall cease to beRestricted Share Awards when, in accordance with the terms of the Award Agreement, they becomevested (free of a substantial risk of forfeiture) and transferable.          2.36 “***Right of Repurchase***” means the Company’s option to repurchase unvested Common Sharesacquired under the Plan upon the Participant’s termination of Continuous Service pursuant toSection 11.8.          2.37 “***Rule 16b-3***” means SEC Rule 16b-3 promulgated under the Exchange Act or any successor toRule 16b-3, as in effect from time to time.
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          2.38 “***SEC***” means the Securities and Exchange Commission.          2.39 “***Securities Act***” means the Securities Act of 1933, as amended.          2.40 “***Shares***” means the common shares of the Company.          2.41 “***Share Appreciation Right***” or “***SAR***” means the right pursuant to an Award granted underSection 7.4 to receive an amount equal to the excess, if any, of (A) the Fair Market Value, as ofthe date such Share Appreciation Right or portion thereof is surrendered, of the Shares covered bysuch right or such portion thereof, over (B) the aggregate SAR exercise price of such right or suchportion thereof.          2.42 “***Share-Based Award***” means an Award pursuant to Section 7.6 that is valued in whole or inpart by reference to, or is otherwise calculated by reference to or based on, Shares, includingwithout limitation, Units, or membership interests in an Affiliate or operating partnership, which(i) are valued by reference to book value, fair value or performance parameters relative to theCompany or any Affiliate or group of Affiliates, (ii) may be convertible, exchangeable orredeemable, and/or (iii) constitute any class of profits interest or limited liability companymembership interest created or issued pursuant to the terms of a partnership agreement, limitedliability company operating agreement or otherwise by an Affiliate that has elected to be treatedas a partnership for federal income tax purposes and qualifies as a “profits interest” within themeaning of Revenue Procedure 93 27 with respect to a Participant who is rendering services to theissuing Affiliate.          2.43 “***Trustee***” means a member of the Board of Trustees of the Company.          2.44 “***Unit***” means a unit or units of Class G limited partnership interest in, and providedunder the terms of the agreement of limited partnership of, Prentiss Properties AcquisitionPartners, L.P., a Delaware limited partnership and the entity through which the Company conducts asignificant portion of its business.          2.45 “***Unrestricted Award***” means any Award granted pursuant to Section 7.2.     **3. Administration.**          3.1 Administration by Board. The Plan shall be administered by the Board unless anduntil the Board delegates administration to a Committee, as provided in Section 3.5 (the group thatadministers the Plan is referred to as the “***Administrator***”).          3.2 Powers of Administrator. The Administrator shall have the power and authority toselect and grant to Participants, Awards pursuant to the terms of the Plan.          3.3 Specific Powers. In particular, the Administrator shall have the authority: (i)to construe and interpret the Plan and apply its provisions; (ii) to promulgate, amend and rescindrules and regulations relating to the administration of the Plan; (iii) to authorize any person toexecute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;(iv) to determine when Awards are to be granted under the Plan; (v) from time to time to select,subject to the limitations set forth in this Plan, those Participants to whom Awards shall begranted; (vi) to determine the number of Shares to be made subject to each Award; (vii) toprescribe the terms and conditions of each Award, including, without limitation, the exercise priceand medium of payment, vesting provisions and Right of Repurchase provisions, and to specify theprovisions of the Award Agreement relating to such grant or sale; (viii) to amend any outstandingAwards for the purpose of modifying the time or manner of vesting, the purchase price or exerciseprice, as the case may be, subject to Shareholder consent for any amendment, cancellation, regrant,replacement or modification that results in a repricing that reduces the exercise price of anyoutstanding Share Option (other than an adjustment under Section 12.1); provided, however, that ifany such amendment impairs a Participant’s rights or increases a Participant’s obligations underhis or her
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Award, such amendment shall also be subject to the Participant’s consent (provided, however, acancellation of an Award where the Participant receives a payment equal in value to the Fair MarketValue of the vested Award or, in the case of vested Options, the difference between the Fair MarketValue of the Common Share subject to a Share Option and the exercise price, shall not constitute animpairment of the Participant’s rights that requires consent); (ix) to determine the duration andpurpose of leaves of absences which may be granted to a Participant without constitutingtermination of their employment for purposes of the Plan; (x) to make decisions with respect tooutstanding Awards that may become necessary upon a change in corporate control or an event thattriggers anti-dilution adjustments; and (xi) to exercise discretion to make any and all otherdeterminations which it determines to be necessary or advisable for administration of the Plan.          3.4 Decisions Final. All decisions made by the Administrator pursuant to theprovisions of the Plan shall be final and binding on the Company and the Participants, unless suchdecisions are determined to be arbitrary and capricious.          3.5 The Committee.               (a) General. The Board may delegate administration of the Plan to a Committee orCommittees of one or more members of the Board, and the term “***Committee***” shall apply to any personor persons to whom such authority has been delegated. If administration is delegated to aCommittee, the Committee shall have, in connection with the administration of the Plan, the powerstheretofore possessed by the Board, including the power to delegate to a subcommittee any of theadministrative powers the Committee is authorized to exercise (and references in this Plan to theBoard or the Plan Administrator shall thereafter be to the Committee or subcommittee), subject,however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adoptedfrom time to time by the Board. The Board may abolish the Committee at any time and revest in theBoard the administration of the Plan. The members of the Committee shall be appointed by and toserve at the pleasure of the Board. From time to time, the Board may increase or decrease the sizeof the Committee, add additional members to, remove members (with or without cause) from, appointnew members in substitution therefor, and fill vacancies, however caused, in the Committee. TheCommittee shall act pursuant to a vote of the majority of its members or, in the case of acommittee comprised of only two members, the unanimous consent of its members, whether present ornot, or by the written consent of the majority of its members and minutes shall be kept of all ofits meetings and copies thereof shall be provided to the Board. Subject to the limitationsprescribed by the Plan and the Board, the Committee may establish and follow such rules andregulations for the conduct of its business as it may determine to be advisable.               (b) Committee Composition when Common Share is Publicly Traded. At such time as theCommon Share is publicly traded, in the discretion of the Board, a Committee may consist solely oftwo or more Non-Employee Trustees who are also Outside Trustees. The Board shall have discretionto determine whether or not it intends to comply with the exemption requirements of Rule 16b-3 ofthe Exchange Act and/or Section 162(m) of the Code. However, if the Board intends to satisfy suchexemption requirements, with respect to awards to any Covered Employee and with respect to anyinsider subject to Section 16 of the Exchange Act, the Committee shall be a compensation committeeof the Board that at all times consists solely of two or more Non-Employee Trustees who are alsoOutside Trustees. Within the scope of such authority, the Board or the Committee may (i) delegateto a committee of one or more members of the Board who are not Outside Trustees the authority togrant Share Rights to eligible persons who are either (A) not then Covered Employees and are notexpected to be Covered Employees at the time of recognition of income resulting from such ShareAward or (B) not persons with respect to whom the Company wishes to comply with Section 162(m) ofthe Code or (ii) delegate to a committee of one or more members of the Board who are notNon-Employee Trustees the authority to grant Share Awards to eligible persons who are not thensubject to Section 16 of the Exchange Act.          3.6 Indemnification. In addition to such other rights of indemnification as they mayhave as Trustees or members of the Committee, and to the extent allowed by applicable law, theAdministrator and each of the Administrator’s consultants shall be indemnified by the Companyagainst the reasonable expenses, including attorney’s fees, actually incurred in connection withany action, suit or
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proceeding or in connection with any appeal therein, to which the Administrator or any of itsconsultants may be party by reason of any action taken or failure to act under or in connectionwith the Plan or any option granted under the Plan, and against all amounts paid by theAdministrator or any of its consultants in settlement thereof (provided that the settlement hasbeen approved by the Company, which approval shall not be unreasonably withheld) or paid by theAdministrator or any of its consultants in satisfaction of a judgment in any such action, suit orproceeding, except in relation to matters as to which it shall be adjudged in such action, suit orproceeding that such Administrator or any of its consultants did not act in good faith and in amanner which such person reasonably believed to be in the best interests of the Company, and in thecase of a criminal proceeding, had no reason to believe that the conduct complained of wasunlawful; provided, however, that within 60 days after institution of any such action, suit orproceeding, such Administrator or any of its consultants shall, in writing, offer the Company theopportunity at its own expense to handle and defend such action, suit or proceeding.     **4. Shares Subject to the Plan.**          4.1 Share Reserve. Subject to the provisions of Section 12.1 relating to adjustmentsupon changes in Shares, the Shares that may be issued pursuant to Awards shall consist of theCompany’s authorized but unissued Shares, and the maximum aggregate amount of such Shares which maybe issued upon exercise of all Awards under the Plan shall not exceed 2,206,120 Shares and/orUnits. The maximum amount of Shares and/or Units that may be issued under the Plan specified aboveshall be reduced by the total number of Shares underlying options granted and outstanding on theEffective Date (“***Prior Outstanding Options***”) under the terms of the Prentiss Properties Trust 1996Share Incentive Plan (the “***1996 Plan***”). If, prior to the termination of the Plan, a PriorOutstanding Option shall expire, be forfeited or terminate for any reason without having beenexercised in full, the Shares subject to such expired, forfeited or terminated option shall againbe available for purposes of this Plan and the number of Shares which may be issued upon theexercise of Awards under the Plan shall be increased by the number of Shares underlying suchexpired, forfeited or terminated Prior Outstanding Options that become eligible for Awards underthis Plan. In no event, however, will the maximum aggregate amount of Shares which may be issuedupon exercise of all grants and awards under the Plan, including Prior Outstanding Options thatterminate and become available under this Plan, exceed 2,206,120 Shares, subject to adjustment inaccordance with Section 12.1 hereof. For purposes of determining the Share reserve and forpurposes of the individual limitation in Section 5.2, one Unit shall be deemed to be equivalent toone Share.          4.2 Reversion of Shares or Units to the Share Reserve. If any Award shall for anyreason expire or otherwise terminate, in whole or in part, without having been exercised in full,the Shares or Units not acquired under such Award shall revert to and again become available forissuance under the Plan. If Shares or Units issued under the Plan are reacquired by the Companypursuant to the terms of a Right of Repurchase or other forfeiture provision, such Shares or Unitsshall again be available for issuance under the Plan.          4.3 Source of Shares. The Shares subject to the Plan may be authorized but unissuedShares or reacquired Shares, bought on the market, pursuant to any Right of Repurchase or otherforfeiture provision, or otherwise. Units subject to the Plan shall be Class G limited partnershipinterests provided under the terms of the agreement of limited partnership of Prentiss PropertiesAcquisition Partners, L.P., a Delaware limited partnership.     **5. Eligibility.**          5.1 Eligibility for Specific Awards. Eligible Award recipients who are selected bythe Administrator shall be eligible for Awards hereunder, subject to limitations set forth in thisPlan.          5.2 Section 162(m) Limitation. Subject to the provisions of Section 12.1 relating toadjustments upon changes in the Shares, no Employee shall be eligible to be granted Options orShare Appreciation Rights covering more than 390,000 Shares and/or Units during any calendar year.This Section 5.2 shall not apply prior to the Listing Date and, following the Listing Date, thisSection 5.2 shall not apply until (a) the earliest of: (i) the first material modification of thePlan (including any increase in
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the number of Shares reserved for issuance under the Plan in accordance with Section 4.1);(ii) the issuance of all of the Shares reserved for issuance under the Plan; (iii) the expirationof the Plan; or (iv) the first meeting of Shareholders at which Trustees are to be elected thatoccurs after the close of the third calendar year following the calendar year in which occurred thefirst registration of an equity security under Section 12 of the Exchange Act; or (b) such otherdate required by Section 162(m) of the Code and the rules and regulations promulgated thereunder.     **6. Option Provisions.**          Each Option shall be in such form and shall contain such terms and conditions as theAdministrator shall deem appropriate. Notwithstanding the foregoing, the Company shall have noliability to any Participant or any other person if an Option is determined to constitute“nonqualified deferred compensation” within the meaning of Section 409A of the Code and the termsof such Option do not satisfy the additional conditions applicable to nonqualified deferredcompensation under Section 409A of the Code and Section 8 of the Plan. The provisions of separateOptions need not be identical, but each Option shall include (through incorporation of provisionshereof by reference in the Option or otherwise) the substance of each of the following provisions:          6.1 Term. No Option shall be exercisable after the expiration of 10 years from thedate it was granted.          6.2 Exercise Price of an Option. The exercise price of each Nonstatutory Share Optionshall be not less than 100% of the Fair Market Value of the Shares subject to the Option on the daypreceding the date the Option is granted; provided, however, any Nonstatutory Share Option with anexercise price less than the Fair Market Value of the Common Share subject to the Option on thedate the Option is granted shall be a 409A Award and shall be subject to the additionalrequirements of Section 8. Notwithstanding the foregoing, a Nonstatutory Share Option may begranted with an exercise price lower than that set forth in the preceding sentence if such Optionis granted pursuant to an assumption or substitution for another option in a manner satisfying theprovisions of Section 424(a) of the Code.          6.3 Consideration. The purchase price of Shares acquired pursuant to an Option shallbe paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or bycertified or bank check at the time the Option is exercised or (ii) or in the discretion of theAdministrator, upon such terms as the Administrator shall approve, the exercise price may be paid:(1) by delivery to the Company of other Shares, duly endorsed for transfer to the Company, with aFair Market Value on the date of delivery equal to the exercise price (or portion thereof) due forthe number of Shares being acquired, or by means of attestation whereby the Participant identifiesfor delivery specific Shares that have been held for more than six months (or such longer orshorter period of time required to avoid a charge to earnings for financial accounting purposes)that have a Fair Market Value on the date of attestation equal to the exercise price (or portionthereof) and receives a number of Shares equal to the difference between the number of Sharesthereby purchased and the number of identified attestation Shares (a “***Share For Share Exchange***”);(2) during any period for which the Shares are publicly traded (i.e., the Shares are listed on anyestablished stock exchange or a national market system, including without limitation the NasdaqNational Market, or if the Shares are quoted on the Nasdaq System (but not on the Nasdaq NationalMarket) or any similar system whereby the Shares are regularly quoted by a recognized securitiesdealer but closing sale prices are not reported), by a copy of instructions to a broker directingsuch broker to sell the Shares for which such Option is exercised, and to remit to the Company theaggregate Exercise Price of such Options (a “***Cashless Exercise***”); (3) in any other form of legalconsideration that may be acceptable to the Administrator, provided, however, if applicable lawrequires, the par value (if any) of Shares, if newly issued, shall be paid in cash or cashequivalents. Unless otherwise specifically provided in the Option, the purchase price of Sharesacquired pursuant to an Option that is paid by delivery (or attestation) to the Company of otherShares acquired, directly or indirectly from the Company, shall be paid only by Shares of theCompany that have been held for more than six months (or such longer or shorter period of timerequired to avoid a charge to earnings for financial accounting purposes). Notwithstanding theforgoing, during any period for which the Shares are publicly traded (i.e., the Shares are listedon any established stock exchange or a national market system, including without limitation theNasdaq National
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Market, or if the Common Share is quoted on the Nasdaq System (but not on the Nasdaq NationalMarket) or any similar system whereby the Shares are regularly quoted by a recognized securitiesdealer but closing sale prices are not reported), a Cashless Exercise or other transaction by aTrustee or executive officer that involves or may involve a direct or indirect extension of creditor arrangement of an extension of credit by the Company, or an Affiliate in violation of Section402(a) of the Sarbanes-Oxley Act (codified as Section 13(k) of the Securities Exchange Act of 1934,15 U.S.C. § 78m(k)) shall be prohibited with respect to any Award under this Plan.          6.4 Transferability of an Option. An Option shall not be transferable except by willor by the laws of descent and distribution and shall be exercisable during the lifetime of theOptionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, bydelivering written notice to the Company, in a form satisfactory to the Company, designate a thirdparty who, in the event of the death of the Optionholder, shall thereafter be entitled to exercisethe Option.          6.5 Vesting Generally. The Option may, but need not, vest and therefore becomeexercisable in periodic installments that may, but need not, be equal. The Option may be subjectto such other terms and conditions on the time or times when it may be exercised (which may bebased on performance or other criteria) as the Administrator may deem appropriate. The vestingprovisions of individual Options may vary. No Option may be exercised for a fraction of a Share.The Administrator may, but shall not be required to, provide for an acceleration of vesting andexercisability in the terms of any Option Agreement upon the occurrence of a Change in Control ofthe Company.          6.6 Termination of Continuous Service. Unless otherwise provided in an OptionAgreement or in an employment agreement the terms of which have been approved by the Administrator,in the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’sdeath or Disability or termination by the Company for Cause), the Optionholder may exercise his orher Option (to the extent that the Optionholder was entitled to exercise such Option as of the dateof termination) but only within such period of time ending on the earlier of (a) the date threemonths following the termination of the Optionholder’s Continuous Service, or (b) the expiration ofthe term of the Option as set forth in the Option Agreement. If, after termination, theOptionholder does not exercise his or her Option within the time specified in the Option Agreement,the Option shall terminate. Outstanding Options that are not exercisable at the time anOptionholder’s Continuous Service terminates for any reason other than for Cause (including anOptionholder’s death or Disability) shall be forfeited and expire at the close of business on thedate of such termination. If the Optionholder’s Continuous Service terminates for Cause, alloutstanding Options shall be forfeited (whether or not vested) and expire as of the beginning ofbusiness on the date of such termination for Cause.          6.7 Employment by a Competitor. Unless otherwise provided in an Option Agreement orin an employment agreement the terms of which have been approved by the Administrator, in the eventan Optionholder (i) voluntarily resigns his or her employment with the Company and its Affiliatesand (ii) thereafter is employed by any person or entity that is engaged in any line of business inwhich the Company or any Affiliate is engaged as of the date of such resignation (a “***Competitor***”),then all Options held by such Optionholder shall expire on the later of the 30th day following theOptionholders termination of Continuous Service or the commencement of such Optionholder’semployment with such Competitor, irrespective of whether such Optionholder’s employment with theCompetitor continues through such 30-day period.          6.8 Extension of Termination Date. An Optionholder’s Option Agreement may alsoprovide that if the exercise of the Option following the termination of the Optionholder’sContinuous Service for any reason other than Cause (including upon the Optionholder’s death orDisability) would be prohibited at any time because the issuance of Shares would violate theregistration requirements under the Securities Act or any other state or federal securities law,then the Option shall terminate on the earlier of (a) the expiration of the term of the Option inaccordance with Section 6.1 or (b) the expiration of a period after termination of theParticipant’s Continuous Service that is three months after the end of the period during which theexercise of the Option would be in violation of such registration or other securities lawrequirements.
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          6.9 Death of Optionholder. Unless otherwise provided in an Option Agreement, in theevent an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, thenthe Option may be exercised (to the extent the Optionholder was entitled to exercise such Option asof the date of death) by the Optionholder’s estate, by a person who acquired the right to exercisethe Option by bequest or inheritance or by a person designated to exercise the Option upon theOptionholder’s death, but only within the period ending on the earlier of (a) the date 12 monthsfollowing the date of death or (b) the expiration of the term of such Option as set forth in theOption Agreement. If, after death, the Option is not exercised within the time specified herein,the Option shall terminate.          6.10 Disability of Optionholder. Unless otherwise provided in an Option Agreement, inthe event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’sDisability, the Optionholder may exercise his or her Option (to the extent that the Optionholderwas entitled to exercise such Option as of the date of termination), but only within such period oftime ending on the earlier of (a) the date 12 months following such termination or (b) theexpiration of the term of the Option as set forth in the Option Agreement. If, after termination,the Optionholder does not exercise his or her Option within the time specified herein, the Optionshall terminate.          6.11 Early Exercise. The Option may, but need not, include a provision whereby theOptionholder may elect at any time before the Optionholder’s Continuous Service terminates toexercise the Option as to any part or all of the Shares subject to the Option prior to the fullvesting of the Option. In such case, the Shares acquired on exercise shall be subject to thevesting schedule that otherwise would apply to determine the exercisability of the Option. Anyunvested Shares so purchased may be subject to a Right of Repurchase in favor of the Company or toany other restriction the Administrator determines to be appropriate. The Company will not berequired to exercise its Right of Repurchase until at least six months (or such longer or shorterperiod of time required to avoid a charge to earnings for financial accounting purposes) haveelapsed following exercise of the Option unless the Administrator otherwise specifically providesin the Option.          6.12 Additional Requirements Under Section 409A. Each Option agreement shall includea provision whereby, notwithstanding any provision of the Plan or the Option agreement to thecontrary, the Option shall satisfy the additional conditions applicable to nonqualified deferredcompensation under Section 409A of the Code, in accordance with Section 8 hereof, in the event anyOption under this Plan is granted with an exercise price less than Fair Market Value of the CommonShare subject to the Option on the date the Option is granted (regardless of whether or not suchexercise price is intentionally or unintentionally priced at less than Fair Market Value, or ismaterially modified at a time when the Fair Market Value exceeds the exercise price), or isotherwise determined to constitute “nonqualified deferred compensation” within the meaning ofSection 409A of the Code.     **7. Provisions of Awards Other Than Options.**          7.1 Restricted Share Awards. The Administrator may from time to time award (or sellat a purchase price determined by the Administrator) Restricted Share Awards under the Plan toeligible Participants. Restricted Share Awards may not be sold, assigned, transferred or otherwisedisposed of, pledged or hypothecated as collateral for a loan or as security for the performance ofany obligation or for any other purpose for such period (the “***Restricted Period***”) as theAdministrator shall determine. Each Restricted Share Award Agreement shall be in such form andshall contain such terms, conditions and Restricted Periods as the Administrator shall deemappropriate. The terms and conditions of the Restricted Share Award Agreements may change fromtime to time, and the terms and conditions of separate Restricted Share Award Agreements need notbe identical, but each Restricted Share Award Agreement shall include (through incorporation ofprovisions hereof by reference in the agreement or otherwise) the substance of each of thefollowing provisions:               (a) Purchase Price. The purchase price of Restricted Share Awards shall be determinedby the Administrator, and may be stated as cash, property, a contract for future services or priorservices.
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               (b) Consideration. The consideration for Shares acquired pursuant to the RestrictedShare Award Agreement shall be paid either: (i) in cash at the time of purchase; or (ii) in anyother form of legal consideration that may be acceptable to the Administrator in its discretionincluding, without limitation, property or a Share For Share Exchange, a contract for futureservices or prior services that the Administrator determines have a value at least equal to theFair Market Value of such Shares.               (c) Vesting. Shares acquired under the Restricted Share Award Agreement may, but neednot, be subject to a Restricted Period that specifies a Right of Repurchase in favor of the Companyin accordance with a vesting schedule to be determined by the Administrator, or forfeiture in theevent the consideration was in the form of prior or future services. The Administrator in itsdiscretion may provide for an acceleration of vesting in the terms of any Restricted Share AwardAgreement in the event a Change in Control occurs.               (d) Termination of Participant’s Continuous Service. Unless otherwise provided in anOption Agreement or a Restricted Share Award Agreement or in an employment agreement the terms ofwhich have been approved by the Administrator, in the event a Participant’s Continuous Serviceterminates for any reason, the Company may exercise its Right of Repurchase or otherwise reacquire,or the Participant shall forfeit unvested shares acquired in consideration of prior or futureservices, and any or all of the Shares held by the Participant which have not vested as of the dateof termination under the terms of the Option Agreement or Restricted Share Award Agreement shall beforfeited and the Participant shall have no rights with respect to the forfeited Award.               (e) Transferability. Rights to acquire Shares under the Restricted Share AwardAgreement shall be transferable by the Participant only upon such terms and conditions as are setforth in the Restricted Share Award Agreement, as the Administrator shall determine in itsdiscretion, so long as Shares awarded under the Restricted Share Award Agreement remain subject tothe restrictions of the Restricted Share Award Agreement.               (f) Concurrent Tax Payment. The Administrator, in its sole discretion, may (but shallnot be required to) provide for payment of a concurrent cash award in an amount equal, in whole orin part, to the estimated after tax amount required to satisfy applicable federal, state or localtax withholding obligations arising from the receipt and deemed vesting of Restricted Share Awardsfor which an election under Section 83(b) of the Code may be required.               (g) Lapse of Restrictions. Upon the expiration or termination of the RestrictedPeriod and the satisfaction of any other conditions prescribed by the Administrator, therestrictions applicable to the Restricted Share Award shall lapse and a Share certificate for thenumber of Shares with respect to which the restrictions have lapsed shall be delivered, free of anyrestrictions except those that may be imposed by law, to the Participant or the Participant’sbeneficiary or estate, as the case may be. The Company shall not be required to deliver anyfractional Share but will pay, in lieu thereof, the Fair Market Value of such fractional Share incash to the Participant or the Participant’s beneficiary or estate, as the case may be. The Sharecertificate shall be issued and delivered and the Participant shall be entitled to the beneficialownership rights of such Shares not later than (i) the date that is 2-1/2 months after the end ofthe Participant’s taxable year for which the Restricted Period ends and the Participant has alegally binding right to such amounts; or (ii) the date that is 2-1/2 months after the end of theCompany’s taxable year for which the Restricted Period ends and the Participant has a legallybinding right to such amounts, whichever is later.          7.2 Unrestricted Awards.               (a) Grant or Sale of Unrestricted Awards. The Administrator may, in its solediscretion, award (or sell at a purchase price determined by the Administrator) an UnrestrictedAward to any Participant, pursuant to which such individual may receive Shares free of any vestingand transfer restrictions (“***Unrestricted Shares***”) under the Plan. Unrestricted Awards may begranted or sold as described in the preceding sentence in respect of past services or other validconsideration, or in lieu of any cash compensation due to such individual. The Share certificatefor Unrestricted Shares shall be issued and
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delivered and the Participant shall be entitled to the beneficial ownership rights of suchShares not later than (i) the date that is 2-1/2 months after the end of the Participant’s taxableyear for which services rendered as consideration were provided and in which the Participant has alegally binding right to such amounts; or (ii) the date that is 2-1/2 months after the end of theCompany’s taxable year for which services rendered as consideration were provided and in which theParticipant has a legally binding right to such amounts, whichever is later.          7.3 Performance Share Awards.               (a) Nature of Performance Share Awards. A Performance Share Award is an Awardentitling the recipient to acquire actual Shares or hypothetical Share units having a value equalto the Fair Market Value of an identical number of Shares upon the attainment of specifiedperformance goals. The Administrator may make Performance Share Awards independent of or inconnection with the granting of any other Award under the Plan. Performance Share Awards may begranted under the Plan to any Participant, including those who qualify for awards under otherperformance plans of the Company. The Administrator in its sole discretion shall determine whetherand to whom Performance Share Awards shall be made, the performance goals applicable under eachAward, the periods during which performance is to be measured, and all other limitation andconditions applicable to the awarded shares; provided, however, that the Administrator may rely onthe performance goals and other standards applicable to other performance unit plans of the Companyin setting the standards for Performance Share Awards under the Plan. Performance goals shall bebased on a pre-established objective formula or standard that specifies the manner of determiningthe number of Performance Share Award shares that will be granted or will vest if the performancegoal is attained. Performance goals will be determined by the Administrator prior to the time 25%of the service period has elapsed and may be based on one or more business criteria that apply to aParticipant, a business unit or the Company and its Affiliates. Such business criteria mayinclude, by way of example and without limitation, revenue, earnings before interest, taxes,depreciation and amortization (EBITDA), funds from operations, funds from operations per share,operating income, pre or after tax income, cash available for distribution, cash available fordistribution per share, net earnings, earnings per share, return on equity, return on assets, shareprice performance, improvements in the Company’s attainment of expense levels, and implementing orcompletion of critical projects, or improvement in cash-flow (before or after tax). A performancegoal may be measured over a performance period on a periodic, annual, cumulative or average basisand may be established on a corporate-wide basis or established with respect to one or moreoperating units, divisions, subsidiaries, acquired businesses, minority investments, partnershipsor joint ventures. More than one performance goal may be incorporated in a performance objective,in which case achievement with respect to each performance goal may be assessed individually or incombination with each other. The Administrator may, in connection with the establishment ofperformance objectives for a performance period, establish a matrix setting forth the relationshipbetween performance on two or more performance goals and the amount of the Performance Share Awardpayable for that performance period. The level or levels of performance specified with respect toa performance goal may be established in absolute terms, as objectives relative to performance inprior periods, as an objective compared to the performance of one or more comparable companies oran index covering multiple companies, or otherwise as the Administrator may determine. Performanceobjectives shall be objective and, if the Company is publicly traded, shall otherwise meet therequirements of Section 162(m) of the Code. Performance objectives may differ for PerformanceShare Awards granted to any one Participant or to different Participants. A Performance ShareAward to a Participant who is a Covered Employee shall (unless the Administrator determinesotherwise) provide that in the event of the Participant’s termination of Continuous Service priorto the end of the performance period for any reason, such Award will be payable only (i) if theapplicable performance objectives are achieved and (ii) to the extent, if any, as the Administratorshall determine. Such objective performance goals do not have to be based on increases in aspecific business criteria, but may be based on maintaining the status quo or limiting economiclosses.               (b) Restrictions on Transfer. Performance Share Awards and all rights with respect tosuch Performance Share Awards may not be sold, assigned, transferred, pledged or otherwiseencumbered. No right or interest of a Participant in a Performance Share Award shall be liablefor, or subject to, any lien, obligation or liability of such Participant.
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               (c) Rights as a Shareholder. A Participant receiving a Performance Share Award shallhave the rights of a Shareholder only as to shares actually received by the Participant under thePlan and not with respect to shares subject to the Award but not actually received by theParticipant. A Participant shall be entitled to receive a Share certificate evidencing theacquisition of Shares under a Performance Share Award only upon satisfaction of all conditionsspecified in the written instrument evidencing the Performance Share Award (or in a performanceplan adopted by the Administrator). The Share certificate shall be issued and delivered and theParticipant shall be entitled to the beneficial ownership rights of such Shares not later than (i)the date that is 2-1/2 months after the end of the Participant’s taxable year for which theAdministrator certifies that the Performance Share Award conditions have been satisfied and theParticipant has a legally binding right to such amounts; or (ii) the date that is 2-1/2 monthsafter the end of the Company’s taxable year for which the Administrator certifies that thePerformance Share Award conditions have been satisfied and the Participant has a legally bindingright to such amounts, whichever is later.               (d) Termination. Except as may otherwise be provided by the Administrator at anytime, a Participant’s rights in all Performance Share Awards shall automatically terminate upon theParticipant’s termination of employment (or business relationship) with the Company and itsAffiliates for any reason.               (e) Acceleration, Waiver, Etc. At any time prior to the Participant’s termination ofemployment (or other business relationship) by the Company and its Affiliates, the Administratormay in its sole discretion accelerate, waive or, subject to Section 13, amend any or all of thegoals, restrictions or conditions imposed under any Performance Share Award. The Administrator inits discretion may provide for an acceleration of vesting in the terms of any Performance ShareAward in the event a Change in Control occurs.               (f) Certification. Following the completion of each performance period, theAdministrator shall certify in writing, in accordance with the requirements of Section 162(m) ofthe Code, whether the performance objectives and other material terms of a Performance Share Awardhave been achieved or met. Unless the Administrator determines otherwise, Performance Share Awardsshall not be settled until the Administrator has made the certification specified under thisSection 7.3(f).          7.4 Share Appreciation Rights.               (a) General. Share Appreciation Rights may be granted either alone (“***Free StandingRights***”) or, provided the requirements of Section 7.4(b) are satisfied, in tandem with all or partof any Option granted under the Plan (“***Related Rights***”). In the case of a Nonstatutory ShareOption, Related Rights may be granted either at or after the time of the grant of such ShareOption.               (b) Grant Requirements. A Share Appreciation Right may only be granted if the ShareAppreciation Right: (1) does not provide for the deferral of compensation within the meaning ofSection 409A of the Code; or (2) satisfies the requirements of Section 7.4(h) and Section 8 hereof.A Share Appreciation Right does not provide for a deferral of compensation if: (i) the floor fordetermining the appreciation component of the Share Appreciation Right that will be paid to theParticipant (i.e., the amount used to determine the appreciation in excess of the value of theCommon Share that the holder is entitled to receive upon exercise (hereinafter, the “***SAR exerciseprice***”)) may never be less than the Fair Market Value of the underlying Common Share on the datethe right is granted, (ii) the Common Share subject to the right is traded on an establishedsecurities market, (iii) only such traded Common Share may be delivered in settlement of the rightupon exercise, and (iv) the right does not include any feature for the deferral of compensationother than the deferral of recognition of income until the exercise of the right.               (c) Exercise and Payment. Upon exercise thereof, the holder of a Share AppreciationRight shall be entitled to receive from the Company, an amount equal to the product of (i) theexcess of the Fair Market Value, on the date of such written request, of one share of Common Shareover the SAR exercise price per share specified in such Share Appreciation Right or its relatedOption, multiplied by (ii) the number of shares for which such Share Appreciation Right shall beexercised.
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Payment with respect to the exercise of a Share Appreciation Right that satisfies therequirements of Section 7.4(b)(1) shall be paid on the date of exercise and made in Shares (with orwithout restrictions as to substantial risk of forfeiture and transferability, as determined by theAdministrator in its sole discretion), valued at Fair Market Value on the date of exercise.Payment with respect to the exercise of a Share Appreciation Right that does not satisfy therequirements of Section 7.4(b)(1) shall be paid at the time specified in the Award in accordancewith the provisions of Section 7.4(h) and Section 8. Payment may be made in the form of Shares(with or without restrictions as to substantial risk of forfeiture and transferability, asdetermined by the Administrator in its sole discretion), cash or a combination thereof, asdetermined by the Administrator.               (d) Exercise Price. The exercise price of a Free Standing Share Appreciation Rightshall be determined by the Administrator, but shall not be less than 100% of the Fair Market Valueof one share of Common Share on the Date of Grant of such Share Appreciation Right. A RelatedShare Appreciation Right granted simultaneously with or subsequent to the grant of an Option and inconjunction therewith or in the alternative thereto shall have the same exercise price as therelated Option, shall be transferable only upon the same terms and conditions as the relatedOption, and shall be exercisable only to the same extent as the related Option; provided, however,that a Share Appreciation Right, by its terms, shall be exercisable only when the Fair Market Valueper share of Common Share subject to the Share Appreciation Right and related Option exceeds theexercise price per share thereof and no Share Appreciation Rights may be granted in tandem with anOption unless the Administrator determines that the requirements of Section 7.4(b)(1) aresatisfied.               (e) Reduction in the Underlying Option Shares. Upon any exercise of a ShareAppreciation Right, the number of Shares for which any related Option shall be exercisable shall bereduced by the number of shares for which the Share Appreciation Right shall have been exercised.The number of Shares for which a Share Appreciation Right shall be exercisable shall be reducedupon any exercise of any related Option by the number of Shares for which such Option shall havebeen exercised.               (f) Written Request. Any election by an Optionholder to receive cash in full orpartial settlement of a Share Appreciation Right, and any exercise of such Share Appreciation Rightfor cash, may be made only by a written request filed with the Corporate Secretary of the Companyduring the period beginning on the third business day following the date of release for publicationby the Company of quarterly or annual summary statements of earnings and ending on the twelfthbusiness day following such date. Within 30 days of the receipt by the Company of a writtenrequest to receive cash in full or partial settlement of a Share Appreciation Right or to exercisesuch Share Appreciation Right for cash, the Administrator shall, in its sole discretion, eitherconsent to or disapprove, in whole or in part, such written request. A written request to receivecash in full or partial settlement of a Share Appreciation Right or to exercise a ShareAppreciation Right for cash may provide that, in the event the Administrator shall disapprove suchwritten request, such written request shall be deemed to be an exercise of such Share AppreciationRight for Shares.               (g) Disapproval by Administrator. If the Administrator disapproves in whole or inpart any election by an Optionholder to receive cash in full or partial settlement of a ShareAppreciation Right or to exercise such Share Appreciation Right for cash, such disapproval shallnot affect such Optionholder’s right to exercise such Share Appreciation Right at a later date, tothe extent that such Share Appreciation Right shall be otherwise exercisable, or to elect the formof payment at a later date, provided that an election to receive cash upon such later exerciseshall be subject to the approval of the Administrator. Additionally, such disapproval shall notaffect such Optionholder’s right to exercise any related Option.               (h) Additional Requirements under Section 409A. A Share Appreciation Right that isnot intended to or fails to satisfy the requirements of Section 7.4(b)(1) shall satisfy therequirements of this Section 7.4(h) and the additional conditions applicable to nonqualifieddeferred compensation under Section 409A of the Code, in accordance with Section 8 hereof. Therequirements herein shall apply in the event any Share Appreciation Right under this Plan isgranted with an SAR exercise price less than Fair Market Value of the Common Share underlying theaward on the date the
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Share Appreciation Right is granted (regardless of whether or not such SAR exercise price isintentionally or unintentionally priced at less than Fair Market Value, or is materially modifiedat a time when the Fair Market Value exceeds the SAR exercise price), provides that it is settledin cash, or is otherwise determined to constitute “nonqualified deferred compensation” within themeaning of Section 409A of the Code. Any such Share Appreciation Right may provide that it isexercisable at any time permitted under the governing written instrument, but such exercise shallbe limited to fixing the measurement of the amount, if any, by which the Fair Market Value of ashare of Common Share on the date of exercise exceeds the SAR exercise price (the “***SAR Amount***”).However, once the Share Appreciation Right is exercised, the SAR Amount may only be paid on thefixed time, payment schedule or other event specified in the governing written instrument or inSection 8.1 hereof.          7.5 Incentive Awards. An Incentive Award is an Award entitling the Participant toreceive a cash payment from the Company or an Affiliate, according to the terms specified by theAdministrator in the Award Agreement.               (a) Terms and Conditions. The Administrator, at the time an Incentive Award isgranted, shall specify the terms and conditions which govern the Award. Such terms and conditionsmay prescribe, by way of example and not of limitation, that the Incentive Award shall be earnedonly to the extent that the Company or an Affiliate, during a performance measurement period,achieves stated performance-goals. Performance goals shall be based on a pre-established objectiveformula or standard that specifies the manner of determining the number of Performance Share Awardshares that will be granted or will vest if the performance goal is attained. Performance goalswill be determined by the Administrator prior to the time 25% of the service period has elapsed andmay be based on one or more business criteria that apply to a Participant, a business unit or theCompany and its Affiliates. Such business criteria may include, by way of example and withoutlimitation, revenue, earnings before interest, taxes, depreciation and amortization (EBITDA), fundsfrom operations, funds from operations per share, operating income, pre or after tax income, cashavailable for distribution, cash available for distribution per share, net earnings, earnings pershare, return on equity, return on assets, Share price performance, improvements in the Company’sattainment of expense levels, and implementing or completion of critical projects, or improvementin cash-flow (before or after tax). A performance goal may be measured over a performance periodon a periodic, annual, cumulative or average basis and may be established on a corporate-wide basisor established with respect to one or more operating units, divisions, subsidiaries, acquiredbusinesses, minority investments, partnerships or joint ventures. More than one performance goalmay be incorporated in a performance objective, in which case achievement with respect to eachperformance goal may be assessed individually or in combination with each other. The Administratormay, in connection with the establishment of performance objectives for a performance period,establish a matrix setting forth the relationship between performance on two or more performancegoals and the amount of the Incentive Award payable for that performance period. The level orlevels of performance specified with respect to a performance goal may be established in absoluteterms, as objectives relative to performance in prior periods, as an objective compared to theperformance of one or more comparable companies or an index covering multiple companies, orotherwise as the Administrator may determine. Performance objectives shall be objective and, ifthe Company is publicly traded, shall otherwise meet the requirements of Section 162(m) of theCode. Performance objectives may differ for Incentive Awards granted to any one Participant or todifferent Participants. An Incentive Award to a Participant who is a Covered Employee shall(unless the Administrator determines otherwise) provide that in the event of the Participant’stermination of Continuous Service prior to the end of the performance period for any reason, suchAward will be payable only (i) if the applicable performance objectives are achieved and (ii) tothe extent, if any, as the Administrator shall determine. Such objective performance goals do nothave to be based on increases in a specific business criteria, but may be based on maintaining thestatus quo or limiting economic losses.               (b) Restrictions on Transfer. Incentive Awards and all rights with respect to suchIncentive Awards may not be sold, assigned, transferred, pledged or otherwise encumbered. No rightor interest of a Participant in an Incentive Award shall be liable for, or subject to, any lien,obligation or liability of such Participant.
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               (c) Rights as a Shareholder. A Participant receiving an Incentive Award shall nothave any rights as a Shareholder of the Company or an Affiliate on account of such Award.               (d) Additional Considerations Under Section 409A of the Code. Any Incentive Awardthat the Administrator determines the Participant is entitled shall be paid not later than (i) thedate that is 2-1/2 months after the end of the Participant’s taxable year for which theAdministrator certifies that the Incentive Award conditions have been satisfied and the Participanthas a legally binding right to such amounts; or (ii) the date that is 2-1/2 months after the end ofthe Company’s taxable year for which the Administrator certifies that the Incentive Awardconditions have been satisfied and the Participant has a legally binding right to such amounts,whichever is later.          7.6 Share-Based Awards. The Administrator may, in its sole discretion, award (or sellat a purchase price determined by the Administrator) Share-Based Awards under the Plan to eligibleParticipants. Each Share-Based Award Agreement shall be in such form and shall contain such termsand conditions as the Administrator shall deem appropriate. Share-Based Awards may be issuedeither alone or in addition to other Awards granted under the Plan and shall be evidenced by anAward Agreement. Conditions may be based on continuing employment (or other service relationship),computation of financial metrics and/or achievement of pre-established performance goals andobjectives. The Administrator may require that Share-Based Awards be held through a limitedpartnership, or similar “look-through” entity, and the Administrator may require such limitedpartnership or similar entity to impose restrictions on its partners or other beneficial ownersthat are not inconsistent with the provisions of this Section 7.6. The terms and conditions of theShare-Based Award Agreements may change from time to time, and the terms and conditions of separateShare-Based Award Agreements need not be identical, but each Share-Based Award Agreement shallinclude (through incorporation of provisions hereof by reference in the agreement or otherwise) thesubstance of each of the following provisions:          (a) Nature of Share-Based Awards. The Administrator shall calculate in good faith,for purposes of establishing the number of Shares underlying a Share-Based Award relative to thetotal number of Shares reserved and available for issuance under Section 4.1, the maximum number ofShares to which a grantee of such Share-Based Award may be entitled upon fulfillment of allapplicable conditions set forth in the relevant Share-Based Award Agreement, including vesting,accretion factors, conversion ratios, exchange ratios and the like. If and when any suchconditions are no longer capable of being met, in whole or in part, the number of Shares underlyingsuch Share-Based Award shall be reduced accordingly by the Administrator and the related Sharesshall be added back to the Shares available for issuance under the Plan.          (b) Purchase Price. The purchase price, if any, of Share-Based Awards shall bedetermined by the Administrator, and may be stated as cash, property, a contract for futureservices or prior services.          (c) Consideration. The consideration for Shares acquired pursuant to the Share-BasedAward Agreement shall be paid either: (i) in cash at the time of purchase; or (ii) in any otherform of legal consideration that may be acceptable to the Administrator in its discretionincluding, without limitation, property or a Share For Share Exchange, a contract for futureservices or prior services that the Administrator determines have a value at least equal to theFair Market Value of such Shares.          (d) Vesting. A Share-Based Award may, but need not, vest in periodic installmentsthat may, but need not, be equal. Vesting schedules may be based, among other things, on theattainment of performance goals and, in such case, such performance goals shall be based on apre-established objective formula or standard that specifies the manner of determining the numberof Share-Based Awards that will be granted or will vest if the performance goal is attained.Performance goals will be determined by the Administrator prior to the time 25% of the serviceperiod has elapsed and may be based on one or more business criteria that apply to a Participant, abusiness unit or the Company and its Affiliates. Such business criteria may include, by way ofexample and without limitation, revenue, earnings before interest, taxes, depreciation andamortization (EBITDA), funds from operations, funds from operations per share, operating income,pre or after tax income, cash available for distribution, cash
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available for distribution per share, net earnings, earnings per share, return on equity,return on assets, share price performance, improvements in the Company’s attainment of expenselevels, and implementing or completion of critical projects, or improvement in cash-flow (before orafter tax). A performance goal may be measured over a performance period on a periodic, annual,cumulative or average basis and may be established on a corporate-wide basis or established withrespect to one or more operating units, divisions, subsidiaries, acquired businesses, minorityinvestments, partnerships or joint ventures. More than one performance goal may be incorporated ina performance objective, in which case achievement with respect to each performance goal may beassessed individually or in combination with each other. The Administrator may, in connection withthe establishment of performance objectives for a performance period, establish a matrix settingforth the relationship between performance on two or more performance goals and the amount of theShare-Based Awards payable for that performance period. The level or levels of performancespecified with respect to a performance goal may be established in absolute terms, as objectivesrelative to performance in prior periods, as an objective compared to the performance of one ormore comparable companies or an index covering multiple companies, or otherwise as theAdministrator may determine. Performance objectives shall be objective and, if the Company ispublicly traded, shall otherwise meet the requirements of Section 162(m) of the Code. Performanceobjectives may differ for Share-Based Awards granted to any one Participant or to differentParticipants. A Share-Based Award to a Participant who is a Covered Employee shall (unless theAdministrator determines otherwise) provide that in the event of the Participant’s termination ofContinuous Service prior to the end of the performance period for any reason, such Award will bepayable only (i) if the applicable performance objectives are achieved and (ii) to the extent, ifany, as the Administrator shall determine. Such objective performance goals do not have to bebased on increases in a specific business criteria, but may be based on maintaining the status quoor limiting economic losses.               (e) Non-Transferability. Share-Based Awards may not be sold, assigned, transferred orotherwise disposed of, pledged or hypothecated as collateral for a loan or as security for theperformance of any obligation or for any other purpose except as the Administrator shall determine.               (f) Termination of Employment or Service. In the event that a recipient ceases to beemployed by or to provide services to the Company, or any Affiliate, any outstanding Share-BasedAwards previously granted to such recipient shall be subject to such terms and conditions as setforth in the Share-Based Award Agreement. Except as may otherwise be provided by the Administratoreither in the Share-Based Award Agreement, or, subject to Section 13 below, in writing after theShare-Based Award Agreement is issued, a grantee’s rights in all Share-Based Awards that have notvested shall automatically terminate upon the grantee’s termination of employment (or cessation ofservice relationship) with the Company and its Affiliates for any reason. **8.** **Additional Conditions Applicable to Nonqualified Deferred Compensation UnderSection 409A of the Code.**          In the event any Option under this Plan is granted with an exercise price less than FairMarket Value of the Common Share subject to the grant or award on the Grant Date (regardless ofwhether or not such exercise price is intentionally or unintentionally priced at less than FairMarket Value, or such grant is materially modified and deemed a new grant at a time when the FairMarket Value exceeds the exercise price), or any Award is otherwise determined to constitute“nonqualified deferred compensation” within the meaning of Section 409A of the Code (a “***409AAward***”), the following additional conditions shall apply and shall supersede any contraryprovisions of this Plan or the terms of any 409A Award agreement.          8.1 Exercise and Distribution. No 409A Award shall be exercisable or distributableearlier than upon one of the following:               (a) Specified Time. A specified time or a fixed schedule set forth in the writteninstrument evidencing the 409A Award, but not later than after the expiration of 10 years from theAward Date or Grant Date. If the written grant instrument does not specify a fixed time orschedule, such time shall be the date that is the fifth anniversary of the Award Date or GrantDate.
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               (b) Separation from Service. Separation from service (within the meaning of Section409A of the Code) by the 409A Award recipient; provided however, if the 409A Award recipient is a“key employee” (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof)and any of the Company’s Share is publicly traded on an established securities market or otherwise,exercise or distribution under this Section 8.1(b) may not be made before the date which is sixmonths after the date of separation from service.               (c) Death. The date of death of the 409A Award recipient.               (d) Disability. The date the 409A Award recipient becomes disabled (within themeaning of Section 8.4(b) hereof).               (e) Unforeseeable Emergency. The occurrence of an unforeseeable emergency (within themeaning of Section 8.4(c) hereof), but only if the net value (after payment of the exercise price)of the number of Shares that become issuable does not exceed the amounts necessary to satisfy suchemergency plus amounts necessary to pay taxes reasonably anticipated as a result of the exercise,after taking into account the extent to which the emergency is or may be relieved throughreimbursement or compensation by insurance or otherwise or by liquidation of the participant’sother assets (to the extent such liquidation would not itself cause severe financial hardship).               (f) Change in Control Event. The occurrence of a Change in Control Event (within themeaning of Section 8.4(a) hereof), including the Company’s discretionary exercise of the right toaccelerate vesting of such grant upon a Change in Control Event or to terminate the Plan or any409A Award granted hereunder within 12 months of the Change in Control Event.          8.2 Term. Notwithstanding anything to the contrary in this Plan or the terms of any409A Award agreement, the term of any 409A Award shall expire and such Award shall no longer beexercisable on the date that is the later of: (a) 2-1/2 months after the end of the Company’staxable year in which the 409A Award first becomes exercisable or distributable pursuant to Section8 hereof and is not subject to a substantial risk of forfeiture; or (b) 2-1/2 months after the endof the 409A Award recipient’s taxable year in which the 409A Award first becomes exercisable ordistributable pursuant to Section 8 hereof and is not subject to a substantial risk of forfeiture,but not later than the earlier of (i) the expiration of 10 years from the date the 409A Award wasgranted, or (ii) the term specified in the 409A Award agreement.          8.3 No Acceleration. A 409A Award may not be accelerated or exercised prior to thetime specified in Section 8 hereof, except in the case of one of the following events:               (a) Domestic Relations Order. The 409A Award may permit the acceleration of theexercise or distribution time or schedule to an individual other than the Participant as may benecessary to comply with the terms of a domestic relations order (as defined in Section414(p)(1)(B) of the Code).               (b) Conflicts of Interest. The 409A Award may permit the acceleration of the exerciseor distribution time or schedule as may be necessary to comply with the terms of a certificate ofdivestiture (as defined in Section 1043(b)(2) of the Code).               (c) Change in Control Event. The Administrator may exercise the discretionary rightto accelerate the vesting of such 409A Award upon a Change in Control Event or to terminate thePlan or any 409A Award granted thereunder within 12 months of the Change in Control Event andcancel the 409A Award for compensation. In addition, the Administrator may exercise thediscretionary right to accelerate the vesting of such 409A Award provided that the suchacceleration does not change the time or schedule of payment of such Award and otherwise satisfiesthe requirements of this 8 and the requirements of Section 409A of the Code.
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          8.4 Definitions. Solely for purposes of this Section 8 and not for other purposes ofthe Plan, the following terms shall be defined as set forth below:               (a) “***Change in Control Event***” means the occurrence of a change in the ownership of theCompany, a change in effective control of the Company, or a change in the ownership of asubstantial portion of the assets of the Company (as defined in IRS Notice 2005-1, Q&A-11, Q&A-12,Q&A-13 and Q&A-14).               (b) “***Disabled***” means a Participant (i) is unable to engage in any substantial gainful activityby reason of any medically determinable physical or mental impairment which can be expected toresult in death or can be expected to last for a continuous period of not less than 12 months, or(ii) is, by reason of any medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuous period of not less than 12months, receiving income replacement benefits for a period of not less than three months under anaccident and health plan covering Employees.               (c) “***Unforeseeable Emergency***” means a severe financial hardship to the Participant resultingfrom an illness or accident of the Participant, the Participant’s spouse, or a dependent (asdefined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property dueto casualty, or similar extraordinary and unforeseeable circumstances arising as a result of eventsbeyond the control of the Participant.     **9. Covenants of the Company.**          9.1 Availability of Shares. During the terms of the Awards, the Company shall keepavailable at all times the number of Shares required to satisfy such Awards.          9.2 Securities Law Compliance. Each Share Option Agreement and Award Agreement shallprovide that no Shares shall be purchased or sold thereunder unless and until (i) any thenapplicable requirements of state or federal laws and regulatory agencies shall have been fullycomplied with to the satisfaction of the Company and its counsel and (ii) if required to do so bythe Company, the Participant shall have executed and delivered to the Company a letter ofinvestment intent in such form and containing such provisions as the Administrator may require.The Company shall use reasonable efforts to seek to obtain from each regulatory commission oragency having jurisdiction over the Plan such authority as may be required to grant Awards and toissue and sell Shares upon exercise of the Awards; provided, however, that this undertaking shallnot require the Company to register under the Securities Act the Plan, any Award or any CommonShare issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company isunable to obtain from any such regulatory commission or agency the authority which counsel for theCompany deems necessary for the lawful issuance and sale of Common Share under the Plan, theCompany shall be relieved from any liability for failure to issue and sell Common Share uponexercise of such Awards unless and until such authority is obtained.     **10. Use of Proceeds from Share.**          Proceeds from the sale of Common Share pursuant to Awards shall constitute general funds ofthe Company.     **11. Miscellaneous.**          11.1 Acceleration of Exercisability and Vesting. Subject to the requirements ofSection 8, the Administrator shall have the power to accelerate the time at which an Award mayfirst be exercised or the time during which an Award or any part thereof will vest in accordancewith the Plan, notwithstanding the provisions in the Award stating the time at which it may firstbe exercised or the time during which it will vest.
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          11.2 Shareholder Rights. No Participant shall be deemed to be the holder of, or tohave any of the rights of a holder with respect to, any Shares subject to such Award unless anduntil such Participant has satisfied all requirements for exercise of the Award pursuant to itsterms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash,securities or other property) or distributions of other rights for which the record date is priorto the date such Share certificate is issued, except as provided in Section 12.1, hereof.          11.3 No Employment or other Service Rights. Nothing in the Plan or any instrumentexecuted or Award granted pursuant thereto shall confer upon any Participant any right to continueto serve the Company or an Affiliate in the capacity in effect at the time the Award was granted orshall affect the right of the Company or an Affiliate to terminate (a) the employment of anEmployee with or without notice and with or without Cause, (b) the service of a Consultant pursuantto the terms of such Consultant’s agreement with the Company or an Affiliate or (c) the service ofa Trustee pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions ofthe corporate law of the state in which the Company or the Affiliate is incorporated, as the casemay be.          11.4 Transfer, Approved Leave of Absence. For purposes of the Plan, no termination ofemployment by an Employee shall be deemed to result from either (a) a transfer to the employment ofthe Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate toanother; or (b) an approved leave of absence for military service or sickness, or for any otherpurpose approved by the Company, if the employee’s right to re-employment is guaranteed either by astatute or by contract or under the policy pursuant to which the leave of absence was granted or ifthe Administrator otherwise so provides in writing.          11.5 Investment Assurances. The Company may require a Participant, as a condition ofexercising or acquiring Shares under any Award, (a) to give written assurances satisfactory to theCompany as to the Participant’s knowledge and experience in financial and business matters and/orto employ a purchaser representative reasonably satisfactory to the Company who is knowledgeableand experienced in financial and business matters and that he or she is capable of evaluating,alone or together with the purchaser representative, the merits and risks of exercising the Award;and (b) to give written assurances satisfactory to the Company stating that the Participant isacquiring Shares subject to the Award for the Participant’s own account and not with any presentintention of selling or otherwise distributing the Common Share. The foregoing requirements, andany assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of theShares upon the exercise or acquisition of Common Share under the Award has been registered under athen currently effective registration statement under the Securities Act or (ii) as to anyparticular requirement, a determination is made by counsel for the Company that such requirementneed not be met in the circumstances under the then applicable securities laws. The Company may,upon advice of counsel to the Company, place legends on Share certificates issued under the Plan assuch counsel deems necessary or appropriate in order to comply with applicable securities laws,including, but not limited to, legends restricting the transfer of the Common Share.          11.6 Withholding Obligations. To the extent provided by the terms of an AwardAgreement and subject to the discretion of the Administrator, the Participant may satisfy anyfederal, state or local tax withholding obligation relating to the exercise or acquisition ofShares under an Award by any of the following means (in addition to the Company’s right to withholdfrom any compensation paid to the Participant by the Company) or by a combination of such means:(a) tendering a cash payment; (b) authorizing the Company to withhold Shares from the Sharesotherwise issuable to the Participant as a result of the exercise or acquisition of Shares underthe Award, provided, however, that no Shares are withheld with a value exceeding the minimum amountof tax required to be withheld by law; or (c) delivering to the Company previously owned andunencumbered Shares of the Company.          11.7 Transfer of Shares Acquired Under Plan. Notwithstanding anything to the contraryherein, a Participant may not transfer Shares acquired under this Plan to the Company within sixmonths after the purchase of such Common Share (the “***Six Months Holding Period***”), other than, ifpermitted by the Administrator in its discretion, to satisfy minimum tax withholding requirements.
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          11.8 Right of Repurchase. Each Award Agreement may provide that, following atermination of the Participant’s Continuous Service, the Company may repurchase the Participant’sunvested Shares acquired under the Plan as provided in this Section 11.8 (the “***Right ofRepurchase***”). In the case of unvested Shares, the Right of Repurchase shall be exercisable at aprice equal to the lesser of the purchase price at which such Shares were acquired under the Planor the Fair Market Value of such Shares. The Award Agreement may specify the period of timefollowing a termination of the Participant’s Continuous Service during which the Right ofRepurchase may be exercised, provided that such exercise may in any event be extended to a datethat is within 60 days after the date the Six Months Holding Period has been satisfied. In thecase of unvested Shares purchased in exchange for services, the Company shall be entitled toforfeit such Unvested Shares without regard to the exercise of its Right of Repurchase and withoutpayment of any consideration.     **12. Adjustments Upon Changes in Shares.**          12.1 Capitalization Adjustments. If any change is made in the Shares or Units (solelyfor purposes of this Section 12.1, references to Shares shall be deemed to include Units, unlessthe context indicates otherwise) subject to the Plan, or subject to any Award, without the receiptof consideration by the Company (through merger, consolidation, reorganization, recapitalization,reincorporation, Share dividend, dividend in property other than cash, Share split, liquidatingdividend, combination of shares, exchange of shares, change in corporate structure or othertransaction not involving the receipt of consideration by the Company), then (i) the aggregatenumber of Shares or class of Shares which may be purchased pursuant to Awards granted hereunder;(ii) the number and/or class of Shares covered by outstanding Options and Awards; (iii) the maximumnumber of Shares with respect to which Options or Share Appreciation Rights may be granted to anysingle Participant during any calendar year; and (iv) the exercise price of any Share Option ineffect prior to such change shall be proportionately adjusted by the Administrator to reflect anyincrease or decrease in the number of issued Shares or change in the Fair Market Value of suchShares resulting from such transaction; provided, however, that any fractional Shares resultingfrom the adjustment shall be eliminated. The Administrator shall make such adjustments, and itsdetermination shall be final, binding and conclusive. The conversion of any convertible securitiesof the Company shall not be treated as a transaction “without receipt of consideration” by theCompany.          12.2 Dissolution or Liquidation. In the event of a dissolution or liquidation of theCompany, then all outstanding Awards shall terminate immediately prior to such event.          12.3 Change in Control and Other Corporate Transactions. In the event of a Change inControl, dissolution or liquidation of the Company, or any corporate separation or division,including, but not limited to, a split-up, a split-off or a spin-off, or a sale of substantiallyall of the assets of the Company; a merger or consolidation in which the Company is not thesurviving entity; or a reverse merger in which the Company is the surviving entity, but the Sharesoutstanding immediately preceding the merger are converted by virtue of the merger into otherproperty, whether in the form of securities, cash or otherwise (collectively, a “***CorporateTransaction***”), then, the Company, to the extent permitted by applicable law, but otherwise in thesole discretion of the Administrator may provide for: (i) the continuation of outstanding Awards bythe Company (if the Company is the surviving entity); (ii) the assumption of the Plan and suchoutstanding Awards by the surviving entity or its parent; (iii) the substitution by the survivingentity or its parent of Awards with substantially the same terms (including an Award to acquire thesame consideration paid to the shareholders in the Corporate Transaction described in this Section12.3) for such outstanding grants and, if appropriate, subject to the equitable adjustmentprovisions of Section 12.1 hereof; (iv) the cancellation of such outstanding Awards inconsideration for a payment equal in value to the Fair Market Value of vested Awards, or in thecase of an Option, the difference between the Fair Market Value and the exercise price for allShares subject to exercise (i.e., to the extent vested) under any outstanding Option; or (v) thecancellation of such outstanding Awards without payment of any consideration. Any such payment maybe paid in cash or such other consideration payable to the holders of outstanding Shares of theCompany in connection with such Corporate Transaction. If vested Awards would be canceled withoutconsideration, the Participant shall have the right, exercisable during the later of the ten-dayperiod ending on the fifth day prior to such Corporate Transaction or ten days after theAdministrator provides the grant holder a notice of cancellation, to
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exercise such Awards in whole or in part without regard to any installment exercise provisionsin the Award Agreement. In addition, the Administrator, in its discretion, may provide foracceleration of unvested Awards in connection with any of the alternatives described above.          12.4 Issuance of Shares Upon Conversion of Convertible Securities. Each AwardAgreement may provide that, upon conversion of any security of the Company into additional Shares,the number of Shares issuable pursuant to any Award may be adjusted by the appropriate number suchthat the percentage of Shares outstanding of the Company on a fully diluted basis attributable tothe Award immediately prior to such conversion will be equal to the percentage of Sharesoutstanding of the Company on a fully diluted basis attributable to the Award immediately followingsuch conversion.     **13. Amendment of the Plan and Awards.**          13.1 Amendment of Plan. The Board at any time, and from time to time, may amend orterminate the Plan. However, except as provided in Section 12.1 relating to adjustments uponchanges in Shares, no amendment shall be effective unless approved by the Shareholders of theCompany to the extent Shareholder approval is necessary to satisfy any applicable law or any Nasdaqor securities exchange listing requirements. At the time of such amendment, the Board shalldetermine, upon advice from counsel, whether such amendment will be contingent on Shareholderapproval.          13.2 Shareholder Approval. The Board may, in its sole discretion, submit any otheramendment to the Plan for Shareholder approval, including, but not limited to, amendments to thePlan intended to satisfy the requirements of Section 162(m) of the Code and the regulationsthereunder regarding the exclusion of performance-based compensation from the limit on corporatedeductibility of compensation paid to certain executive officers.          13.3 Contemplated Amendments. It is expressly contemplated that the Board may amendthe Plan in any respect the Board deems necessary or advisable to provide eligible Employees withthe maximum benefits provided or to be provided under the provisions of the Code and theregulations promulgated thereunder relating to 409A Awards and/or to bring the Plan and/or Awardsgranted under it into compliance therewith.          13.4 No Impairment of Rights. Rights under any Award granted before amendment of thePlan shall not be impaired by any amendment of the Plan if (a) the Company requests the consent ofthe Participant and (b) the Participant consents in writing. However, a cancellation of an Awardwhere the Participant receives a payment equal in value to the Fair Market Value of the vestedAward or, in the case of vested Options, the difference between the Fair Market Value and theexercise price, shall not be an impairment of the Participant’s rights that requires consent of theParticipant.          13.5 Amendment of Awards. The Administrator at any time, and from time to time, mayamend the terms of any one or more Awards; provided, however, that the Administrator may not effectany amendment which would otherwise constitute an impairment of the rights under any Award unless(a) the Company requests the consent of the Participant and (b) the Participant consents inwriting. For the avoidance of doubt, the cancellation of an Award where the Participant receives apayment equal in value to the Fair Market Value of the vested Award or, in the case of vestedOptions, the difference between the Fair Market Value of the Shares underlying the Option and theaggregate exercise price, shall not be an impairment of the Participant’s rights that requiresconsent of the Participant.     **14. General Provisions.**          14.1 Other Compensation Arrangements. Nothing contained in this Plan shall preventthe Board from adopting other or additional compensation arrangements, subject to Shareholderapproval if such approval is required; and such arrangements may be either generally applicable orapplicable only in specific cases.
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          14.2 Recapitalizations. Each Option Agreement and Award Agreement shall containprovisions required to reflect the provisions of Section 12.1.          14.3 Delivery. Upon exercise of an Award granted under this Plan, the Company shallissue Shares or pay any amounts due within a reasonable period of time thereafter. Subject to anystatutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shallbe considered a reasonable period of time.          14.4 Other Provisions. The Option Agreements and Award Agreements authorized underthe Plan may contain such other provisions not inconsistent with this Plan, including, withoutlimitation, restrictions upon the exercise of the Awards, as the Administrator may deem advisable.     **15. Market Stand-Off.**          Each Option Agreement and Award Agreement shall provide that, in connection with anyunderwritten public offering by the Company of its equity securities pursuant to an effectiveregistration statement filed under the Securities Act of 1933, as amended, the Participant shallagree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for therepurchase of, transfer the economic consequences of ownership or otherwise dispose or transfer forvalue or otherwise agree to engage in any of the foregoing transactions with respect to any Sharewithout the prior written consent of the Company or its underwriters, for such period of time fromand after the effective date of such registration statement as may be requested by the Company orsuch underwriters (the “***Market Stand-Off***”). In order to enforce the Market Stand-Off, the Companymay impose stop-transfer instructions with respect to the Shares acquired under this Plan until theend of the applicable stand-off period. If there is any change in the number of outstanding Sharesby reason of a Share split, reverse Share split, Share dividend, recapitalization, combination,reclassification, dissolution or liquidation of the Company, any corporate separation or division(including, but not limited to, a split-up, a split-off or a spin-off), a merger or consolidation;a reverse merger or similar transaction, then any new, substituted or additional securities whichare by reason of such transaction distributed with respect to any Shares subject to the MarketStand-Off, or into which such Shares thereby become convertible, shall immediately be subject tothe Market Stand-Off.     **16. Effective Date of Plan.**          The Plan shall become effective as of the Effective Date, but no Award shall be exercised (or,in the case of a Share bonus, shall be granted) unless and until the Plan has been approved by theShareholders of the Company, which approval shall be within 12 months before or after the date thePlan is adopted by the Board.     **17. Termination or Suspension of the Plan.**          The Plan shall terminate automatically on May 11, 2015, but no later than the day before the10th anniversary of the Effective Date. No Award shall be granted pursuant to the Plan after suchdate, but Awards theretofore granted may extend beyond that date. The Board may suspend orterminate the Plan at any earlier date pursuant to Section 13.1 hereof. No Awards may be grantedunder the Plan while the Plan is suspended or after it is terminated.     **18. Choice of Law.**          The law of the State of Maryland shall govern all questions concerning the construction,validity and interpretation of this Plan, without regard to such state’s conflict of law rules.     **19. Execution.**     To record the adoption of the Plan by the Board, the Company has caused its authorized officerto execute the Plan as of the date specified below.
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[SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, upon authorization of the Board of Trustees, the undersigned has causedthe Prentiss Properties Trust 2005 Share Incentive Plan to be executed effective as of the 11th dayof May, 2005.      PRENTISS PROPERTIES TRUST