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Exhibit 10.6  


 
 

GMH COMMUNITIES TRUST
  
    EQUITY INCENTIVE PLAN    
    








  



Exhibit 10.6  


 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page No.

	ARTICLE 1.    DEFINITIONS	 	1
	 	 1.1	 	General	 	1
	ARTICLE 2.    COMMON SHARES SUBJECT TO PLAN	 	4
	 	 2.1	 	Common Shares Subject to Plan	 	4
	 	 2.2	 	Add-back of Grants	 	5
	ARTICLE 3.    ELIGIBILITY; AWARDS; AWARD AGREEMENTS	 	5
	 	 3.1	 	Eligibility	 	5
	 	 3.2	 	Awards	 	5
	 	 3.3	 	Provisions Applicable to Section 162(m) Participants	 	5
	 	 3.4	 	Award Agreement	 	6
	ARTICLE 4.    OPTIONS	 	6
	 	 4.1	 	Award Agreement for Option Grant	 	6
	 	 4.2	 	Option Price	 	7
	 	 4.3	 	Qualification for Incentive Stock Options	 	7
	 	 4.4	 	Change in Incentive Stock Option Grant	 	7
	 	 4.5	 	Option Term	 	7
	 	 4.6	 	Option Exercisability and Vesting	 	7
	 	 4.7	 	Fair Market Value	 	8
	 	 4.8	 	Dividend Equivalents	 	9
	ARTICLE 5.    EXERCISE OF OPTIONS	 	9
	 	 5.1	 	Partial Exercise	 	9
	 	 5.2	 	Manner of Exercise	 	9
	 	 5.3	 	Conditions to Issuance of Common Shares	 	10
	 	 5.4	 	Rights as Shareholders	 	10
	 	 5.5	 	Ownership and Transfer Restrictions	 	11
	 	 5.6	 	Limitations on Exercise of Options	 	11
	ARTICLE 6.    AWARD OF RESTRICTED COMMON SHARES	 	11
	 	 6.1	 	Award Agreement	 	11
	 	 6.2	 	Award of Restricted Common Shares	 	11
	 	 6.3	 	Rights as Shareholders	 	12
	 	 6.4	 	Restriction	 	12
	 	 6.5	 	Lapse of Restrictions	 	12
	 	 6.6	 	Repurchase of Restricted Common Shares	 	13
	 	 6.7	 	Escrow	 	13
	 	 6.8	 	Legend	 	13
	 	 	 	 	 





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	ARTICLE 7.    SHARE APPRECIATION RIGHTS	 	13
	 	 7.1	 	Award Agreement for SARs	 	13
	 	 7.2	 	General Requirements	 	13
	 	 7.3	 	Base Amount	 	13
	 	 7.4	 	Tandem SARs	 	13
	 	 7.5	 	SAR Exercisability	 	14
	 	 7.6	 	Value of SARs	 	14
	 	 7.7	 	Form of Payment	 	14
	ARTICLE 8.    PERFORMANCE UNITS	 	14
	 	 8.1	 	Award Agreement for Performance Units	 	14
	 	 8.2	 	General Requirements	 	14
	 	 8.3	 	Performance Period and Performance Goals	 	14
	 	 8.4	 	Payment With Respect to Performance Units	 	15
	ARTICLE 9.    OTHER EQUITY GRANTS	 	15
	 	 9.1	 	Award Agreement for Equity Grants	 	15
	 	 9.2	 	Award of Equity Grants	 	15
	ARTICLE 10.    DEFERRALS	 	15
	 	 10.1	 	Deferrals	 	15
	ARTICLE 11.    ADMINISTRATION	 	16
	 	 11.1	 	Committee	 	16
	 	 11.2	 	Duties and Powers of Committee	 	16
	 	 11.3	 	Compensation; Professional Assistance; Good Faith Actions	 	16
	ARTICLE 12.    MISCELLANEOUS PROVISIONS	 	16
	 	 12.1	 	Transferability	 	16
	 	 12.2	 	Amendment, Suspension or Termination of this Plan	 	17
	 	 12.3	 	Changes in Common Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events	 	18
	 	 12.4	 	Continued Employment	 	20
	 	 12.5	 	Tax Withholding	 	20
	 	 12.6	 	Forfeiture Provisions	 	20
	 	 12.7	 	Limitations Applicable to Section 16 Persons and Performance-Based Compensation	 	21
	 	 12.8	 	Restrictive Legend	 	21
	 	 12.9	 	Effect of Plan Upon Option and Compensation Plans	 	21
	 	 12.10	 	Compliance with Laws	 	21
	 	 12.11	 	Titles	 	22
	 	 12.12	 	Governing Law	 	22




(ii)









 
 

GMH COMMUNITIES TRUST
  EQUITY INCENTIVE PLAN    
    



        GMH Communities Trust, a Maryland real estate investment trust (the "Company"), hereby adopts the GMH Communities Trust Equity Incentive Plan (the "Plan"),
effective November 2, 2004 for the benefit of Employees, Consultants and Trustees of the Company and GMH Communities, L.P., as set forth herein. 


        The
purposes of this Plan are (a) to recognize and compensate selected Employees, Consultants and Trustees who contribute to the development and success of the Company and its
Affiliates and Subsidiaries, (b) to maintain the competitive position of the Company and its Affiliates and Subsidiaries by attracting and retaining Employees, Consultants and Trustees, and
(c) to provide incentive compensation to Employees, Consultants and Trustees based upon the Company's and/or Affiliate's and Subsidiary's performance. 


 
 

ARTICLE 1. DEFINITIONS    
    


        1.1    General.    Wherever the following initially capitalized terms are used in this Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise. 



        "Affiliate"
shall mean any entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Company, including
without limitation, GMH Communities, L.P. 


        "Award"
shall mean the grant or award of Options, Restricted Common Shares, SARs, Performance Units or Equity Grants under this Plan. 


        "Award
Agreement" shall mean the agreement granting or awarding Options, Restricted Common Shares, SARs, Performance Units or Equity Grants. Such Award Agreement shall be executed by an
officer of the Company and the Employee, Consultant or Trustee receiving such grant. 



        "Award
Limit" shall mean, subject to adjustment as described in Section 12.3.1, not more than 400,000 Common Shares awarded to a Participant in any calendar year. The Award Limit
shall be reduced by any grant of profit interests under the operating partnership's long term incentive plan, if any, that is convertible to Common Shares of the Company as set forth in that plan. 


        "Board"
shall mean the Board of Trustees of the Company, as comprised from time to time. 


        "Cause"
shall, except as otherwise defined in the Participant's Employment Agreement, mean (i) the conviction of the Employee of, or the entry of a plea of guilty or  nolo contendere by the Employee to, a
felony (exclusive of any felony relating to the operation of a motor vehicle and not including a conviction, plea
of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Employee on a per se basis due to the
Company offices held by the Employee, so long as any act or omission of the Employee with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the
Board), (ii) a breach of his duty of loyalty to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of his position
with the Company, or the Company's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business
code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of the Participant's Employment Agreement), which, in any
such case, continues for thirty (30) days after written notice from the Board to the Employee, or (iv) gross negligence or willful misconduct in the performance of the Employee's duties.
No act, or failure to act, on the Employee's part will be deemed "gross negligence" or "willful misconduct" unless done, or omitted to be done, by the Employee not in good faith and without a
reasonable belief that the Employee's act, or failure to act, was in the best interest of the Company. The Committee shall determine, in good faith, if an Employee has been terminated for Cause. 







 



        "Change
of Control" shall mean, unless defined otherwise in a Participant's Employment Agreement, the occurrence of any of the following events: (a) any person, entity or
affiliated group, excluding the Company or any employee benefit plan of the Company, acquiring more than 50% of the then outstanding voting shares of the Company, (b) the consummation of any
merger or consolidation of the Company into another company, such that the holders of the voting shares of the Company immediately prior to such merger or consolidation is less than 50% of the voting
power of the securities of the surviving company or the parent of such surviving company, (c) the complete liquidation of the Company or the sale or disposition of all or substantially all of
the Company's assets, such that after the transaction, the holders of the voting shares of the Company immediately prior to the transaction is less than 50% of the voting securities of the acquiror,
or the parent of the acquiror,
(d) Board members of the Company are elected such that a majority of the Board members have been Board members for less than two years, unless the election or nomination for the election of
each new Board member who was not a Board member at the beginning of such two year period was approved by a vote of at least two-thirds of the Board members then still in office who were
Board members at the beginning of such period, or (e) a majority of the Board votes in favor of a decision that a Change in Control has occurred. 


        "Code"
shall mean the Internal Revenue Code of 1986, as amended. 


        "Committee"
shall mean the Board or Board Committee charged with responsibility for officer employment and compensation matters of the REIT. 


        "Common
Shares" shall mean the common shares of beneficial ownership, par value $0.001 per share, of the Company. 


        "Company"
shall mean GMH Communities Trust, a Maryland real estate investment trust, or any business organization which succeeds to its business and elects to continue this Plan. For
purposes of this Plan, the term Company shall include, where applicable, the employer of the Employee or Consultant, or such other Affiliate or Subsidiary who employs the Employee or the Consultant. 



        "Consultant"
shall mean a professional or technical expert, consultant or independent contractor who provides services to the Company or an Affiliate or Subsidiary, and who may be
selected to participate in the Plan. 


        "Dividend
Equivalents" shall mean dividend equivalents granted under Section 4.8 of this Plan. 


        "Employee"
shall mean any employee (as defined in accordance with the regulations and revenue rulings then applicable under section 3401(c) of the Code) of the Company or an
Affiliate or Subsidiary of the Company, whether such employee is so employed at the time this Plan is adopted or becomes so employed subsequent to the adoption of this Plan. 



        "Employment
Agreement" shall mean the employment, consulting or similar contractual agreement entered into by the Employee or the Consultant, as the case may be, and the Company
governing the terms of the Employee's or Consultant's employment with the Company, if any. 


        "Equity
Grants" shall mean cash, Common Shares or equity-based awards granted under Article 9 of this Plan. 


        "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended. 


        "Fair
Market Value" of a share of Common Shares, as of a given date, shall be determined pursuant to Section 4.7 of this Plan. 



        "Good
Reason" shall only apply, and shall only have the meaning, as contained in the Participant's Employment Agreement. Any provision herein that relates to a Termination of Employment
by the Participant for Good Reason shall have no effect if there is no Employment Agreement or the 


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Employment
Agreement does not contain a provision permitting the Participant to terminate for Good Reason. 



        "Incentive
Stock Option" shall mean an option which conforms to the applicable provisions of section 422 of the Code and which is designated as an Incentive Stock Option by the
Committee. 


        "Independent
Trustee" shall mean a member of the Board who would not otherwise be classified as an Employee except for his or her position as a member of the Board. 


        "Non-Qualified
Stock Option" shall mean an Option which the Committee does not designate as an Incentive Stock Option. 


        "Option"
shall mean an option to purchase Common Shares that is granted under Article 4 of this Plan. An option granted under this Plan shall, as determined by the Committee, be
either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Independent Trustees and Consultants shall be Non-Qualified Stock
Options. 


        "Participant"
shall mean an Employee, Consultant or Trustee who has been determined as eligible to receive an Award pursuant to Section 3.2. 


        "Performance
Units" shall mean performance units granted under Article 8 of this Plan. 


        "Permanent
Disability" or "Permanently Disabled" shall, except as otherwise defined in the Participant's Employment Agreement, mean the inability of an Employee, Consultant or a Trustee
due to a physical or mental impairment to perform the material services of his position with the Company for a period of six (6) months, whether or not consecutive, during any
365-day period. A determination of Permanent Disability shall be made in good faith by the Committee. Notwithstanding the foregoing, if a Participant is determined to be Permanently
Disabled pursuant to the terms of his Employment Agreement, he shall be Permanently Disabled for purposes of this Plan. 


        "Plan"
shall mean the GMH Communities Trust Equity Incentive Plan, as embodied herein and as amended from time to time. 


        "Restricted
Common Shares" shall mean Common Shares awarded under Article 6 of this Plan. 



        "Retirement"
or "Retire" shall, except as otherwise defined in the Participant's Employment Agreement, mean a Participant's Termination of Employment with the Company on or after his
65th birthday. 


        "Rule 16b-3"
shall mean that certain Rule 16b-3 under the Exchange Act, as such rule may be amended from time to time. 


        "SAR"
shall mean share appreciation rights awarded under Article 7 of this Plan. 


        "Section 162(m)
Participant" shall mean any Employee the Committee designates to receive an Award whose compensation for the fiscal year in which the Employee is so designated or
a future fiscal year may be subject to the limit on deductible compensation imposed by section 162(m) of the Code, as determined by the Committee in its sole discretion. 


        "Subsidiary"
shall mean an entity in an unbroken chain beginning with the Company if each of the entities other than the last entity in the unbroken chain owns 50 percent or more
of the total combined voting power of all classes of equity in one of the other entities in such chain. 


        "Termination
of Employment" shall mean the date on which the employee-employer, contractual or similar relationship between a Participant and the Company is terminated for any reason,
with or without Cause, including, but not by way of limitation, a termination of employment by resignation, discharge, death, Permanent Disability or Retirement, but excluding (i) termination
of employment where there is a simultaneous reemployment or continuing employment of a Participant by the 


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Company,
and (ii) at the discretion of the Committee, termination of employment which result in a temporary severance of the employee-employer relationship. The Committee, in its absolute
discretion, shall determine the effect of all matters and questions relating to a Termination of Employment (subject to the provisions of any Employment Agreement between a Participant and the
Company), including, but not limited to all questions of whether particular leaves of absence constitute a Termination of Employment; provided, however, that, unless otherwise determined by the
Committee in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change the employee-employer, contractual or similar relationship shall
constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of section 422(a)(2) of the
Code and the then applicable regulations and revenue rulings under said section. 



        "Trustee"
shall mean a member of the Company's Board. 


 
 

ARTICLE 2. COMMON SHARES SUBJECT TO PLAN    
    


        2.1    Common Shares Subject to Plan.    




	2.1.1
	The
Common Shares subject to an Award shall be shares of the Company's authorized but unissued, reacquired, or treasury Common Shares. Subject to adjustment as described in
Section 12.3.1, the aggregate number of such Common Shares which may be issued under the Plan is 2,000,000 Common Shares.



	2.1.2
	The
maximum number of Common Shares which may be awarded to any individual in any calendar year as Options and SARs shall not exceed the Award Limit.



	2.1.3
	Notwithstanding
anything herein to the contrary, the Plan will limit the total number of Common Shares that may be subject to Awards at full value to a number equal to
one-third of the total number of Common Shares authorized for issuance under the Plan from time to time. 





        2.2    Add-back of Grants.    If any Option or SAR expires or is canceled without having been fully
exercised, is exercised in whole or in part for cash as permitted by this Plan, or is exercised prior to becoming vested as permitted under Section 4.6.3 and is forfeited prior to becoming
vested, the number of Common Shares subject to such Option or SAR but as to which such Option, SAR or other right was not exercised or vested prior to its expiration, cancellation or exercise may
again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. Shares of Common Shares which are delivered by the Participant or withheld by the Company upon the
exercise of any Option or other award under this Plan, in payment of the exercise price thereof, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1.
If any Common Shares granted pursuant to a Restricted Common Share, Performance Unit, Equity Grant or other equity award permitted under the Plan is forfeited by the Participant, such Common Shares
may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. Notwithstanding the provisions of this Section 2.2, no shares of Common Shares may again
be optioned, granted or awarded pursuant to an Incentive Stock Option if such action would cause such Option to fail to qualify as an Incentive Stock Option under section 422 of the Code. 


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ARTICLE 3.    ELIGIBILITY; AWARDS; AWARD AGREEMENTS    
    


        3.1    Eligibility.    Any Employee, Consultant or Trustee selected to participate pursuant to Section 3.2
shall be eligible to participate in the Plan. 


        3.2    Awards.    The Committee shall determine which Employees, Consultants and/or Trustees shall receive an Award,
whether the Employee, Consultant or Trustee will receive Options, Restricted Common Shares, SARs, Performance Units or Equity Grants, whether the Option grant shall be of Incentive Stock Options
and/or Non-Qualified Stock Options, and the number of Common Shares subject to such Award. 


        3.3    Provisions Applicable to Section 162(m) Participants.    




	3.3.1
	Notwithstanding
anything in the Plan to the contrary, the Committee may grant Options, Restricted Common Shares, SARs, Performance Units, Dividend Equivalents and/or Equity Grants
to a Section 162(m) Participant that vest upon the attainment of performance targets for the Company which are related to one or more of the following performance goals:
(i) pre-tax income, (ii) operating income, (iii) cash flow, (iv) earnings per share, (v) return on equity, (vi) return on invested capital or
assets, (vii) cost reductions or savings, and/or (viii) such other identifiable and measurable performance objectives, as determined by the Committee. The number of Common Shares granted
to a Section 162(m) Participant that are intended to comply with the performance-based compensation requirements of section 162(m)(4)(C) of the Code shall not exceed the Award Limit.



	3.3.2
	To
the extent necessary to comply with the performance-based compensation requirements of section 162(m)(4)(C) of the Code, no later than ninety (90) days following
the commencement of any fiscal year in question or any other designated fiscal period (or such other time as may be required or permitted by section 162(m) of the Code), the Committee shall, in
writing, (i) designate one or more Section 162(m) Participants, (ii) select the performance goal or goals applicable to the fiscal year or other designated fiscal period,
(iii) establish the various targets and bonus amounts which may be earned for such fiscal year or other designated fiscal period and (iv) specify the relationship between performance
goals and targets and the amounts to be earned by each Section 162(m) Participant for such fiscal year or other designated fiscal period. Following the completion of each fiscal year or other
designated fiscal period, the Committee shall certify in writing whether the applicable performance targets have been achieved for such fiscal year or other designated fiscal period. In determining
the amount earned by a Section 162(m) Participant, the Committee shall have the right to reduce (but not to increase) the amount payable at a given level of performance to take into account
additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the fiscal year or other designated fiscal period. 





        3.4    Award Agreement.    Upon the selection of an Employee, Consultant or Trustee to become a Participant and
receive an Award, the Committee shall cause a written Award Agreement to be issued to such individual encompassing the terms and conditions of such Award, as determined by the Committee in its sole
discretion; provided, however, that if applicable, the terms of such Award Agreement shall comply with the terms of such Participant's Employment
Agreement, if any. Such Award Agreement shall provide for the exercise price for Options and SARs, the purchase price for Restricted Common Shares, the performance criteria for Performance Units, the
exercisability and vesting schedule, payment terms and such other terms and conditions of such Award, as determined by the Committee in its sole discretion. Each Award Agreement shall be executed by
the Participant and an officer or a Trustee (other than the Participant) of the Company authorized to sign such Award Agreement and shall contain such terms and conditions that are consistent with the
Plan, including but 


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not
limited to the exercisability and vesting schedule, if any, as the Committee in its sole discretion shall determine. All Awards shall be made conditional upon the Participant's acknowledgment, in
writing in the Award Agreement or by acceptance of the Award, that all decisions and determinations of the Committee shall be final and binding on the Participant, his beneficiaries and any other
person having or claiming an interest under such Award. 


 
 

ARTICLE 4.    OPTIONS    
    


        4.1    Award Agreement for Option Grant.    Option grants shall be evidenced by an Award Agreement, pursuant to
Section 3.4. Award Agreements evidencing Options intended to qualify as performance-based compensation, as described in section 162(m)(4)(C) of the Code, shall contain such terms and
conditions as may be necessary to meet the applicable provisions of section 162(m) of the Code. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as
may be necessary to meet the applicable provisions of section 422 of the Code. 


        4.2    Option Price.    The price per share of the Common Shares subject to each Option shall be set by the Committee;  provided, however, that such price shall not be less than 100% of the Fair Market Value of a share of Common Shares on the date the Option is granted,
and in the case of Incentive Stock Options granted to an individual then owning (within the meaning of section 424(d) of the Code) more than 10% of the total combined voting power of all
classes of shares of the Company or any Subsidiary or parent corporation thereof (within the meaning of section 422 of the Code) such price shall not be less than 110% of the Fair Market Value
of a share of Common Shares on the date the Option is granted. 


        4.3    Qualification for Incentive Stock Options.    The Committee may grant an Incentive Stock Option to an
individual if such person is an Employee of the Company or is an Employee of an Affiliate or Subsidiary as permitted under section 422(a)(2) of the Code. 


        4.4    Change in Incentive Stock Option Grant.    Any Incentive Stock Option granted under this Plan may be modified
by the Committee to disqualify such Option from treatment as an Incentive Stock Option under section 422 of the Code. To the extent that the aggregate Fair Market Value of Common Shares with
respect to which Incentive Stock Options (within the meaning of section 422 of the Code, but without regard to section 422(d) of the Code) are exercisable for the first time by a
Participant during any calendar year (under the Plan and all other Incentive Stock Option plans of the Company) exceeds $100,000.00, such Options shall be treated as Non-Qualified Stock
Options to the extent required or permitted by section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options into account in the order in which they
were granted. For purposes of this Section 4.4, the Fair Market Value of Common Shares shall be determined as of the time the Option with respect to such Common Shares is granted, pursuant to
Section 4.7. 


        4.5    Option Term.    The term of an Option shall be set by the Committee in its discretion;  provided, however, in the case of
Incentive Stock Options, the term shall not be more than ten (10) years from the date the Incentive Stock
Option is granted, or five (5) years from such date if the Incentive Stock Option is granted to an Employee then owning (within the meaning of section 424(d) of the Code) more than 10%
of the total combined voting power of all classes of shares of the Company or any Subsidiary or parent corporation thereof (within the meaning of section 422 of the Code). Such Incentive Stock
Options shall be subject to Section 5.6, except as limited by the requirements of section 422 of the Code and regulations and rulings thereunder applicable to Incentive Stock Options. 


        4.6    Option Exercisability and Vesting.    




	4.6.1
	The
period during which Options in whole or in part become exercisable and vest in the Participant shall be set by the Committee and shall be as provided for in the Award 




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Agreement.
At any time after the grant of an Option, the Committee may, in its sole and absolute discretion and subject to whatever terms and conditions it selects, accelerate the period during which
an Option becomes exercisable and vests. 



	4.6.2
	In
each Award Agreement, the Committee shall indicate whether the portion of the Option, if any, that remains non-exercisable and non-vested upon the
Participant's Termination of Employment with the Company is forfeited. In so specifying, the Committee may differentiate between the reason for the Participant's Termination of Employment.



	4.6.3
	At
any time on or after the grant of an Option, the Committee may provide in an Award Agreement that the Participant may elect to exercise part or all of an Option before it
otherwise has become exercisable. Any Common Shares so purchased shall be Restricted Common Shares and shall be subject to a repurchase right in favor of the Company during a specified restriction
period, with the repurchase price equal to the lesser of (i) the price per share paid by the Participant for the Common Shares, or (ii) the Fair Market Value of such Common Shares at the
time of repurchase, or such other restrictions as the Committee deems appropriate. The Participant shall have, unless otherwise provided by the Committee in the Award Agreement, all the rights of an
owner of Common Shares, subject to the restrictions and provisions of his Award Agreement, including the right to vote such Common Shares and to receive all dividends and other distributions paid or
made with respect to Common Shares. 





        4.7    Fair Market Value.    The Fair Market Value of a share of Common Shares as of a given date shall be
(i) the closing price of a share of Common Shares on the principal exchange on which shares of Common Shares are then trading, if any (or as reported on any composite index which includes such
principal exchange), on the trading day previous to such date, or if Common Shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred,
or (ii) if Common Shares are not traded on an exchange but are quoted on NASDAQ or a successor quotation system, either the (a) closing sale price, or (b) the mean between the
closing representative bid and asked prices for the Common Shares on the trading day previous to such date as reported by NASDAQ or such successor quotation systems, as may be appropriate, or
(iii) if Common Shares are not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the Fair Market Value of a share of Common Shares as established by the
Company acting in good faith. The Fair Market Value as determined by the Company in good faith and in the absence of fraud shall be binding and conclusive upon all parties hereto, and in any event the
Participant agrees to accept and shall not challenge any determination of Fair Market Value made by the Company. If the Company subdivides (by split, dividend or otherwise) the Common Shares into a
greater number of Common Shares, or combines (by reverse split or otherwise) the Common Shares into a smaller number of Common Shares after the Company shall have determined the Fair Market Value for
the Common
Shares subject to an Award (without taking into consideration such subdivision or combination) and prior to the consummation of the purchase, the Fair Market Value shall be appropriately adjusted to
reflect such subdivision or combination, and the Company's good faith determination as to any such adjustment shall be binding and conclusive on all parties hereto. 



        4.8    Dividend Equivalents.    The Committee may grant Dividend Equivalents in connection with Options granted under
the Plan. Dividend Equivalents may be paid currently or accrued as contingent obligations and may be payable in cash or shares of Common Shares and upon such terms as the Committee may establish,
including, without limitation, the achievement of specific performance goals. 


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ARTICLE 5.    EXERCISE OF OPTIONS    
    


        5.1    Partial Exercise.    At any time and from time to time prior to the time when any exercisable Option or portion
thereof becomes unexercisable under the Plan or the Award Agreement, such Option or portion thereof may be exercised in whole or in part; provided,
however, that the Company shall not be required to issue fractional Common Shares and the Committee may, by the terms of the Option, require any partial exercise to be with
respect to a minimum number of Common Shares. 


        5.2    Manner of Exercise.    An exercisable Option, or any exercisable portion thereof, may be exercised solely by
delivery to the Company of all of the following prior to the time when such Option or such portion becomes unexercisable under the Plan or the Award Agreement: 




	5.2.1
	A
written notice signed by the Participant or other person then entitled to exercise such Option or portion thereof, stating that such Option or portion thereof is being exercised,
provided such notice complies with all applicable rules established by the Committee from time to time;



	5.2.2
	Such
representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities
Act of 1933, as amended, and any other federal or state securities laws or regulations. The Committee may, in its absolute discretion, also take whatever additional actions it deems appropriate to
effect such compliance including, without limitation, causing legends to be placed on Common Share certificates and issuing stop-transfer notices to agents and registrars;



	5.2.3
	In
the event that the Option shall be exercised pursuant to Section 12.1 by any person or persons other than the Participant, appropriate proof of the right of such person or
persons to exercise the Option or portion thereof; and



	5.2.4
	Full
payment (in cash or by a certified check) for the Common Shares with respect to which the Option or portion thereof is exercised, including the amount of any withholding tax
due, unless with the prior written consent of the Committee:



	5.2.4.1.
	payment,
in whole or in part, is made through the delivery of shares of Common Shares owned by the Participant, duly endorsed for transfer to the Company with a Fair Market Value
on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, provided, that shares of Common Shares used to exercise the Option have been held by the
Participant for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option;



	5.2.4.2.
	payment,
in whole or in part, is made through the surrender of shares of Common Shares then issuable upon exercise of the Option having a Fair Market Value on the date of Option
exercise equal to the aggregate exercise price of the Option or exercised portion thereof;



	5.2.4.3.
	payment
through a broker at the time required in accordance with procedures permitted by Regulation T of the Federal Reserve Board; or



	5.2.4.4.
	payment
is made through any combination of the consideration provided for in this Section 5.2.4 or such other method approved by the Committee consistent with applicable
law. 










        5.3    Conditions to Issuance of Common Shares.    The Company shall not be required to issue or deliver any
certificate or other indicia evidencing ownership of shares of Common Shares purchased 


8







 

upon
the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions: 




	5.3.1
	The
obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its sole discretion, determine to be necessary or
advisable;



	5.3.2
	The
lapse of such reasonable period of time following the exercise of the Option as the Committee may establish from time to time for reasons of administrative convenience;



	5.3.3
	The
receipt by the Company of full payment for such Common Shares, including payment of any applicable withholding tax; and



	5.3.4
	The
Participant agreeing to the terms and conditions of the Plan and the Award Agreement. 





        5.4    Rights as Shareholders.    The holders of Options shall not be, nor have any of the rights or privileges of,
shareholders of the Company in respect of any Common Shares purchasable upon the exercise of any part of an Option unless and until certificates or other indicia representing such Common Shares have
been issued by the Company to such holders. 


        5.5    Ownership and Transfer Restrictions.    The Committee, in its absolute discretion, may impose at the time of
grant such restrictions on the ownership and transferability of the Common Shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the
Award Agreement and may be referred to on the certificates or other indicia evidencing such Common Shares. 


        5.6    Limitations on Exercise of Options.    




	5.6.1
	Vested
Incentive Stock Options may not be exercised after the earlier of (i) their expiration date, (ii) twelve (12) months from the date of the Participant's
death, (iii) twelve (12) months from the date of the Participant's Termination of Employment by reason of his Permanent Disability, or (iv) the expiration of three
(3) months from the date of the Participant's Termination of Employment for any reason other than such Participant's death or Permanent Disability, unless the Participant dies within said
three-month period. Leaves of absence for less than 90 days shall not cause a Termination of Employment for purposes of Incentive Stock Options.



	5.6.2
	Non-Qualified
Stock Options may be exercised up until their expiration date, unless the Committee provides otherwise in the Award Agreement. 




 
 

ARTICLE 6.    AWARD OF RESTRICTED COMMON SHARES    
    


        6.1    Award Agreement.    Awards of Restricted Common Shares shall be evidenced by an Award Agreement, pursuant to
Section 3.4. Award Agreements evidencing Restricted Common Shares intended to qualify as performance-based compensation as described in section 162(m)(4)(C) of the Code shall contain
such terms and conditions as may be necessary to meet the applicable provisions of section 162(m) of the Code. 


        6.2    Award of Restricted Common Shares.    




	6.2.1
	The
Committee may from time to time, in its absolute discretion, consistent with this Plan:



	6.2.1.1.
	Determine
which Employees, Consultants and/or Trustees shall receive an Award of Restricted Common Shares; 







9







 





	6.2.1.2.
	Determine
the aggregate number of Common Shares to be awarded as Restricted Common Shares to Employees, Consultants and/or Trustees;



	6.2.1.3.
	Determine
the terms and conditions applicable to such Restricted Common Shares; and



	6.2.1.4.
	Determine
when the restrictions lapse.






	6.2.2
	The
Committee may establish the purchase price, if any, and form of payment for Restricted Common Shares. If the Committee establishes a purchase price, the purchase price shall be
no less than the par value of the Common Shares to be purchased, unless otherwise permitted by applicable state law.



	6.2.3
	Upon
the selection of an Employee, Consultant or Trustee to be awarded Restricted Common Shares, the Committee shall instruct the Secretary of the Company to issue such Restricted
Common Shares and may impose such conditions on the issuance of such Restricted Common Shares as it deems appropriate.



	6.2.4
	Restricted
Common Share Awards shall vest pursuant to the Award Agreement. 





        6.3    Rights as Shareholders.    Upon delivery of the shares of Restricted Common Shares to the Participant or the
escrow holder pursuant to Section 6.7, the Participant shall have, unless otherwise provided by the Committee in the Award Agreement, all the rights of an owner of Common Shares, subject to the
restrictions and provisions of his Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Common Shares;  provided, however, that in the
discretion of the Committee, any extraordinary distributions with respect to the Common Shares shall be subject to the
restrictions set forth in Section 6.4. 


        6.4    Restriction.    All shares of Restricted Common Shares issued under this Plan (including any Common Shares
received by holders thereof with respect to shares of Restricted Common Shares as a result of stock dividends, stock splits or any other form of recapitalization, if any) shall at the time of grant,
in the terms of each individual Award Agreement, be subject to such restrictions as the Committee shall, in its sole discretion, determine, which restrictions may include, without limitation,
restrictions concerning voting rights, transferability, vesting, Company performance and individual performance;  provided, however, that by action taken subsequent to the time Restricted Common Shares
are issued, the Committee may, on such terms and conditions as
it may determine to be appropriate, remove any or all of the restrictions imposed by the terms of the Award Agreement. Restricted Common Shares may not be sold or encumbered until all restrictions are
terminated or expire. 


        6.5    Lapse of Restrictions.    The restrictions shall lapse in accordance with the terms of the Award Agreement. In
the Award Agreement, the Committee shall indicate whether Restricted Common Shares then subject to restrictions are forfeited or if the restrictions shall lapse upon the Participant's Termination of
Employment. In so specifying, the Committee may differentiate between the reason for the Participant's Termination of Employment. 


        6.6    Repurchase of Restricted Common Shares.    The Committee may provide in the terms of the Award Agreement
awarding Restricted Common Shares that the Company shall have call rights, a right of first offer and/or a right of refusal regarding Restricted Common Shares then subject to restrictions. 


        6.7    Escrow.    The Company may appoint an escrow holder to retain physical custody of each certificate or control
of each other indicia representing Restricted Common Shares until all of the restrictions imposed under the Award Agreement with respect to the Common Shares evidenced by such certificate expire or
shall have been removed. 


        6.8    Legend.    In order to enforce the restrictions imposed upon shares of Restricted Common Shares hereunder, the
Committee shall cause a legend or restrictions to be placed on certificates of Restricted Common Shares that are still subject to restrictions under Award Agreements, which legend or restrictions
shall make appropriate reference to the conditions imposed thereby. 


10








  



 
 

ARTICLE 7.    SHARE APPRECIATION RIGHTS    
    


        7.1    Award Agreement for SARs.    Awards of SARs shall be evidenced by an Award Agreement, pursuant to
Section 3.4. Award Agreements evidencing SARs intended to qualify as performance-based compensation as described in section 162(m)(4)(C) of the Code shall contain such terms and
conditions as may be necessary to meet the applicable provisions of section 162(m) of the Code. 


        7.2    General Requirements.    The Committee may grant SARs separately or in tandem with any Option (for all or a
portion of the applicable Option). The Committee shall determine which Employees, Consultants and/or Trustees shall receive an Award of a SAR and the amount of such Award. 



        7.3    Base Amount.    The Committee shall establish the base amount of the SAR at the time the SAR is granted. Unless
the Committee determines otherwise, the base amount of each SAR shall be equal to the price per share of the related Option or, if there is no related Option, the Fair Market Value of a share of
Common Shares as of the date of grant of the SAR. 


        7.4    Tandem SARs.    Tandem SARs may be granted either at the time the Option is granted or at any time thereafter
while the Option remains outstanding; provided, however, that, in the case of an Incentive Stock Option, SARs may be granted only at the time of grant of the Incentive Stock Option. In the case of
tandem SARs, the number of SARs granted to an Employee, Consultant or Trustee that shall be exercisable during a specified period shall not exceed the number of shares of Common Shares that the
Employee, Consultant or Trustee may purchase upon the exercise of the related Option during such period. Upon the exercise of an Option, the SARs relating to the Common Shares covered by such Option
shall terminate. Upon the exercise of the SARs, the related Option shall terminate to the extent of an equal number of shares of Common Shares. 


        7.5    SAR Exercisability.    




	7.5.1
	The
period during which SARs in whole or in part become exercisable shall be set by the Committee and shall be as provided for in the Award Agreement. At any time after the grant of
a SAR, the Committee may, in its sole and absolute discretion and subject to whatever terms and conditions its selects, accelerate the period during which the SAR becomes exercisable.



	7.5.2
	In
each Award Agreement, the Committee shall indicate whether the portion of the SAR, if any, that remains non-exercisable upon the Participant's Termination of
Employment with the Company are forfeited. In so specifying, the Committee may differentiate between the reason for the Participant's Termination of Employment. 





        7.6    Value of SARs.    When a Participant exercises a SAR, the Participant shall receive in settlement of such SAR
an amount equal to the value of the share appreciation for the number of SARs exercised payable in cash, Common Shares or a combination thereof. The share appreciation for a SAR is the amount by which
the Fair Market Value of the underlying Common Shares on the date of exercise of the SAR exceeds the base amount of the SAR. 


        7.7    Form of Payment.    The Committee shall determine whether the appreciation in a SAR shall be paid in the form
of cash, Common Shares or a combination of the two, in such proportion as the Committee deems appropriate. For purposes of calculating the number of shares of Common Shares to be received, shares of
Common Shares shall be valued at their Fair Market Value on the date of exercise of the SAR. If shares of Common Shares are received upon exercise of a SAR, cash shall be delivered in lieu of any
fractional Common Shares. 


11







 


 
 

ARTICLE 8.    PERFORMANCE UNITS    
    


        8.1    Award Agreement for Performance Units.    Awards of Performance Units shall be evidenced by an Award Agreement,
pursuant to Section 3.4. Award Agreements evidencing Performance Units intended to qualify as performance-based compensation as described in section 162(m)(4)(C) of the Code shall
contain such terms and conditions as may be necessary to meet the applicable provisions of section 162(m) of the Code. 



        8.2    General Requirements.    Each Performance Unit shall represent the right of the Participant to receive an
amount based on the value of the Performance Unit, if performance goals established by the Committee are met. A Performance Unit shall be based on the Fair Market Value of a share of Common Shares or
such other measurement base as the Committee deems appropriate. The Committee shall determine and set forth in the Award Agreement the number of Performance Units to be granted and the requirements
applicable to such Performance Units. The Committee shall determine which Employees, Consultants and/or Trustees shall receive an Award of a Performance Unit and the amount of such Award. 



        8.3    Performance Period and Performance Goals.    When Performance Units are granted, the Committee shall establish
the performance period during which performance shall be measured (the "Performance Period"), performance goals applicable to the Performance Units ("Performance Goals") and such other conditions of
the Award as the Committee deems appropriate. Performance Goals may relate to the financial performance of the Company or its Subsidiaries, the performance of Common Shares, individual performance or
such other criteria as the Committee deems appropriate. 


        8.4    Payment With Respect to Performance Units.    At the end of each Performance Period, the Committee shall
determine to what extent the Performance Goals and other conditions of the Performance Units are met, the value of the Performance Units (if applicable), and the amount, if any, to be paid with
respect to the Performance Units. Payments with respect to Performance Units shall be made in cash, in Common Shares or in a combination of the two, as determined by the Committee. 


 
 

ARTICLE 9.    OTHER EQUITY GRANTS    
    


        9.1    Award Agreement for Equity Grants.    Awards of Equity Grants shall be evidenced by an Award Agreement,
pursuant to Section 3.4. Award Agreements evidencing Equity Grants intended to qualify as performance-based compensation as described in section 162(m)(4)(C) of the Code shall contain
such terms and conditions as may be necessary to meet the applicable provisions of section 162(m) of the Code. 


        9.2    Award of Equity Grants.    




	9.2.1
	The
Committee may from time to time, in its absolute discretion, grant other types of stock-based awards (including the grant of unrestricted Common Shares), cash-based
awards or other equity-based awards under the Plan. The Committee, in its absolute discretion, consistent with this Plan:



	9.2.1.1.
	Determine
which Employees, Consultants and/or Trustees shall receive an Award of an Equity Grant;



	9.2.1.2.
	Determine
the type of stock-based, cash-based or equity-based award to be awarded as Equity Grants to Employee, Consultants and/or Trustees;



	9.2.1.3.
	Determine
the aggregate number of Common Shares, total cash amount, and/or other equity that will be applicable to such Equity Grants; and



	9.2.1.4.
	Determine
the terms and conditions of such Equity Grants and the timing of when any restrictions on such Equity Grants lapse. 







12







 








 
 

ARTICLE 10.    DEFERRALS    
    



        10.1    Deferrals.    To the extent permitted by applicable law, the Committee may permit or require a Participant to
defer receipt of the payment of cash or the delivery of Common Shares that would otherwise be due to such Participant in connection with any Option or SAR, the lapse or waiver of restrictions
applicable to Restricted Common Shares or the satisfaction of any requirements or objectives with respect to Performance Units or Equity Grants. If any such deferral election is permitted or required,
the Committee shall, in its sole discretion, establish rules and procedures for such deferrals. 


 
 

ARTICLE 11.    ADMINISTRATION    
    


        11.1    Committee.    The Plan shall be administered by the Committee of the Board. The Board may remove members, add
members, and fill vacancies on the Committee from time to time, all in accordance with the Company's Articles of Incorporation, by-laws, and with applicable law. The majority vote of the
Committee, or for acts taken in writing without a meeting by the unanimous written consent of the members of the Committee, shall be valid acts of the Committee. Appointment of Committee members shall
be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. 


        11.2    Duties and Powers of Committee.    It shall be the duty of the Committee to conduct the general administration
of this Plan in accordance with the Plan's provisions. The Committee shall have the power to interpret this Plan and the Award Agreements pursuant to which Options, Restricted Common Shares, SARs,
Performance Units and Equity Grants are granted or awarded, and to adopt such rules for the administration, interpretation, and application of this Plan as are consistent therewith and to interpret,
amend or revoke any such rules. Any such Award under this Plan need not be the same with respect to each Participant. Any such interpretations and rules with respect to Incentive Stock Options shall
be consistent with the provisions of section 422 of the Code. 


        11.3    Compensation; Professional Assistance; Good Faith Actions.    Unless otherwise determined by the Board,
members of the Committee shall receive no compensation for their services thereto. All expenses and liabilities which members of the Committee incur in connection with the administration of this Plan
shall be borne by the Company. The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The Committee, the Company and the
Company's officers and Trustees shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the
Committee or the Board in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No members of the Committee or Board shall be personally liable for
any action, determination or interpretation made in good faith with respect to this Plan and any Awards made hereunder, and all members of the Committee and the Board shall be fully protected by the
Company in respect of any such action, determination or interpretation. 


 
 

ARTICLE 12.    MISCELLANEOUS PROVISIONS    
    


        12.1    Transferability.    




	12.1.1
	Not Transferable.    No Option, Restricted Common Share, SAR, Performance Unit, Equity Grant or any right therein or part
thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this Section 12.1.1 shall prevent transfers 




13







 



by
will or by the applicable laws of descent and distribution or as permitted in Section 12.1.2 below. The Committee shall not be required to accelerate the exercisabilty of an Award or
otherwise take any action pursuant to a divorce or similar proceeding in the event Participant's spouse is determined to have acquired a community property interest in all or any portion of an Award.
Except as provided below, during the lifetime of the Participant, only he may exercise an Award (or any portion thereof) granted to him under the Plan. After the death of the Participant, any
exercisable portion of an Award, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement or other agreement, may be exercised by his personal
representative or by any person empowered to do so under the deceased Participant's will or under the then applicable laws of descent and distribution. 



	12.1.2
	Transfer of Non-Qualified Stock Options.    Notwithstanding the foregoing, the Committee may provide in an
Award Agreement, or amend an otherwise outstanding Award Agreement to provide, that a Participant may transfer Non-Qualified Stock Options to family members, or one or more trusts or other
entities for the benefit of or owned by family members, consistent with applicable securities laws, according to such terms as the Committee may determine; provided that the Participant receives no
consideration for the transfer of a Non-Qualified Stock Option and the transferred Non-Qualified Stock Option shall continue to be subject to the same terms and conditions as
were applicable to the Non-Qualified Stock Option immediately before the transfer. 





        12.2    Amendment, Suspension or Termination of this Plan.    





	12.2.1.1.
	Except
as otherwise provided in this Section 12.2, this Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to
time by the Board or the Committee; provided, however, no action of the Board or the Committee may be taken that would otherwise require shareholder
approval as a matter of applicable law, regulation or rule, without the consent of the shareholders. The Board and Committee cannot reprice, replace or regrant through cancellation or by lowering the
price per share of a previously granted Option, unless the shareholders of the Company provide prior approval. No amendment, suspension or termination of this Plan shall, without the consent of the
Participant, impair any rights or obligations under any Award theretofore made to the Participant, unless such right has been reserved in the Plan or the Award Agreement. No Award may be made during
any period of suspension or after termination of this Plan. In no event may any Award be made under this Plan after the tenth anniversary of the Plan's date of adoption.






	12.2.2
	Notwithstanding
the foregoing, the Board or the Committee may take any action necessary to comply with a change in applicable law, irrespective of the status of any Award as vested
or unvested, exercisable or unexercisable, at the time of such change in applicable law. 





        12.3    Changes in Common Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate
Events.    




	12.3.1
	In
the event that the Committee determines, in its sole discretion, that any dividend or other distribution (whether in the form of cash, Common Shares, other securities, or other
property), on account of a recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Shares or other securities of the
Company, issuance of warrants or other rights to purchase Common 




14







 



Shares
or other securities of the Company, or other similar event, affects the Common Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the Committee may, in such manner as it may deem equitable, adjust any or all of the following: 


	12.3.1.1.
	the
maximum number of Common Shares available for Awards;



	12.3.1.2.
	the
maximum number of Common Shares subject to the Award Limit;



	12.3.1.3.
	the
number and kind of Common Shares with respect to which an Award may be made under the Plan;



	12.3.1.4.
	the
number and kind of Common Shares subject to an outstanding Award; and



	12.3.1.5.
	the
exercise price or purchase price with respect to any Award.






	12.3.2
	In
the event of any transaction or event described in Section 12.3.1 or any unusual or nonrecurring transactions or events affecting the Company, any Affiliate, or the
financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, the Committee in its discretion is hereby authorized to take any one or
more of the following actions whenever the Committee determines, in its sole discretion, that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan or with respect to any Award or right under this Plan, to facilitate such transactions or events or to give effect to such changes in laws,
regulations or principles:



	12.3.2.1.
	the
Committee may provide, either by the terms of the Award Agreement or by action taken prior to the occurrence of such transaction or event and either automatically or upon
the Participant's request, for (i) the purchase of any such Award for the payment of an amount of cash equal to the amount that could have been attained upon the exercise of such Award or
realization of the Participant's rights had such Award been currently exercisable, payable, fully vested or the restrictions lapsed, or (ii) the replacement of such Award with other rights or
property selected by the Committee;



	12.3.2.2.
	the
Committee may provide in the terms of such Award Agreement or by action taken prior to the occurrence of such transaction or event that the Award cannot be exercised after
such event;



	12.3.2.3.
	the
Committee may provide, by the terms of such Award or by action taken prior to the occurrence of such transaction or event, that for a specified period of time prior to such
transaction or event, such Award shall be exercisable, notwithstanding anything to the contrary in Section 4.6 or the provisions of such Award;



	12.3.2.4.
	the
Committee may provide, by the terms of such Award or by action taken prior to the occurrence of such transaction or event, that upon such event, such Award be assumed by the
successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar awards covering the shares of the successor or survivor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;



	12.3.2.5.
	the
Committee may make adjustments in the number, type and kind of shares of Common Shares subject to outstanding Options, Restricted Common Shares, SARs, Performance Units and
Equity Grants and/or in the terms and conditions of 







15







 




(including
the grant or exercise price), and the criteria included in, outstanding Awards, and rights and awards which may be granted in the future; and 



	12.3.2.6.
	the
Committee may provide either by the terms of a Restricted Common Share Award or by action taken prior to the occurrence of such event that, for a specified period of time
prior to such event, the restrictions imposed under an Award Agreement upon some or all shares of the Restricted Common Shares may be terminated, and some or all shares of such Restricted Common
Shares may cease to be subject to forfeiture under Section 6.5 or repurchase under Section 6.6 after such event.






	12.3.3
	Subject
to Section 12.6, the Committee may, in its sole discretion, at the time of grant, include such further provisions and limitations in any Award Agreement or
certificate, as it may deem appropriate and in the best interests of the Company; provided, however, that no such provisions or limitations shall be
contrary to the terms of the Participant's Employment Agreement or the terms of this Plan.



	12.3.4
	Notwithstanding
the foregoing, in the event of a transaction or event described in Sections 12.3.1 or any unusual or nonrecurring transactions or events affecting the Company, no
action pursuant to this Section 12.3 shall be taken that is specifically prohibited under applicable law, the rules and regulations of any governing governmental agency or national securities
exchange, or the terms of the Participant's Employment Agreement. 





        12.4    Continued Employment.    Nothing in this Plan or in any Award Agreement hereunder shall confer upon any
Participant any right to continue his employment, consulting or similar relationship with the Company or an Affiliate, whether as an Employee, Consultant, Trustee or otherwise, or shall interfere
with or restrict in any way the rights of the Company or an Affiliate, which are hereby expressly reserved, to discharge or terminate the relationship with any Participant at any time for any reason
whatsoever, subject to the terms of any Employment Agreement entered into by the Participant and the Company or Affiliate. 


        12.5    Tax Withholding.    The Company shall be entitled to require payment in cash or deduction from other
compensation payable to each Participant of any sums required by federal, state or local tax law to be withheld with respect to the issuance, vesting, exercise or lapse of any restriction of any
Option, Restricted Common Share, SAR, Performance Unit or Equity Grant. The Committee may, in its sole discretion and in satisfaction of the foregoing requirement, allow such Participant to elect to
have the Company withhold shares of Common Shares otherwise issuable under such Award (or allow the return of shares of Common Shares) having a Fair Market Value equal to the sums required to be
withheld; provided, however, that any Common Shares withheld shall be no greater than an amount that does not exceed the Participant's minimum applicable withholding tax rate for federal (including
FICA), state and local tax liabilities. 


        12.6    Forfeiture Provisions.    Pursuant to its general authority to determine the terms and conditions applicable
to Awards, the Committee shall have the right to provide, in the terms of such Award, or to require the recipient to agree by separate written instrument, that the Award shall terminate and any
unexercised portion of such Award (whether or not vested) shall be forfeited, if (a) a Termination of Employment occurs prior to a specified date, or within a specified time period following
receipt or exercise of the Award, (b) the recipient at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or
harmful to the interests of the Company, as further defined by the Committee or as specified in the Participant's Employment Agreement, or (c) the Company terminates the Employee with or
without Cause. 


16







 



        12.7    Limitations Applicable to Section 16 Persons and Performance-Based Compensation.    Notwithstanding any
other provision of this Plan, any Option, Restricted Common Shares, SARs, Performance Units or Equity Grants granted or awarded to any individual who is then subject to section 16 of the
Exchange Act shall be subject to any additional limitations set forth in any applicable exemptive rule under section 16 of the Exchange Act (including any amendment to
Rule 16b-3 of the Exchange Act). To the extent permitted by applicable law, Options granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule. Furthermore, notwithstanding any other provision of this Plan to the contrary, any Award which is granted to a Section 162(m) Participant and is intended to qualify
as performance-based compensation as described in section 162(m)(4)(C) of the Code shall be subject to any additional limitations set forth in section 162(m) of the Code (including any
amendment to section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as performance-based compensation as described in
section 162(m)(4)(C) of the Code, and this Plan shall be deemed amended to the extent necessary to conform to such requirements. 


        12.8    Restrictive Legend.    All of the Common Shares now outstanding or hereafter issued and/or owned shall be held
and transferred subject to the terms of the restrictions herein contained and every certificate representing a share of Common Shares shall contain the following legend: "These shares are held subject
to the terms of a certain Company plan and such shares may only be transferred in accordance with the terms thereof. A copy of such plan is available at the office of the Company." 


        12.9    Effect of Plan Upon Option and Compensation Plans.    The adoption of this Plan shall not affect any other
compensation or incentive plans in effect for the Company. Nothing in this Plan shall be construed to limit the right of the Company (i) to establish any other forms of incentives or
compensation for Employees, Consultants or Trustees, or (ii) to grant or assume options or other rights otherwise than under this Plan in connection with any proper corporate purpose including
but not by way of limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any
corporation, partnership, limited liability company, firm or association. 


        12.10    Compliance with Laws.    This Plan, the granting and vesting of Awards under this Plan and the issuance and
delivery of shares of Common Shares and the payment of money under this Plan or under Awards granted hereunder are subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the
opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal
requirements. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 



        12.11    Titles.    Titles are provided herein for convenience only and are not to serve as a basis for interpretation
or construction of this Plan. 


        12.12    Governing Law.    This Plan and any agreements hereunder shall be administered, interpreted and enforced
under the laws of the State of Maryland, without regard to conflicts of laws thereof. 


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        IN
WITNESS WHEREOF, the Company, through its duly appointed officers or representatives, has signed this Plan document on November 2, 2004. 



	 	 	GMH COMMUNITIES TRUST
	 	 	 	 	 
	

 	
 	

By:	
 	

/s/  GARY M. HOLLOWAY      

	 	 	Title:	 	President

	Attest:    /s/  THERESA MILLER      	 	 	 	 




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GMH COMMUNITIES TRUST EQUITY INCENTIVE PLAN


TABLE OF CONTENTS



GMH COMMUNITIES TRUST EQUITY INCENTIVE PLAN

ARTICLE 1. DEFINITIONS

ARTICLE 2. COMMON SHARES SUBJECT TO PLAN


ARTICLE 3. ELIGIBILITY; AWARDS; AWARD AGREEMENTS

ARTICLE 4. OPTIONS

ARTICLE 5. EXERCISE OF OPTIONS

ARTICLE 6. AWARD OF RESTRICTED COMMON SHARES



ARTICLE 7. SHARE APPRECIATION RIGHTS

ARTICLE 8. PERFORMANCE UNITS

ARTICLE 9. OTHER EQUITY GRANTS

ARTICLE 10. DEFERRALS

ARTICLE 11. ADMINISTRATION

ARTICLE 12. MISCELLANEOUS PROVISIONS