EXHIBIT
10.5

     


    
      
        

      

    

     


    AMERICAN
REALTY CAPITAL TRUST III, INC.

    


    FORM
OF 2011 STOCK OPTION PLAN

    


    Adopted
by Board of
Directors:             ,
2011

    


    Approved
by
Stockholders:             ,
2011

           

    
    

    
      

    

         

      
        
           


        

        
           


          
            

          

        

        
           


        

      
    

    TABLE
OF CONTENTS

        

    
    

    
      
        
          
            	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    1.

                  	
                    Purpose
      of the Plan.

                  	
                    1

                  
	
                    2.

                  	
                    Definitions.

                  	
                    1

                  
	
                    3.

                  	
                    Effective
      Date/Expiration of Plan.

                  	
                    2

                  
	
                    4.

                  	
                    Administration.

                  	
                    3

                  
	
                    5.

                  	
                    Shares;
      Adjustment Upon Certain Events.

                  	
                    4

                  
	
                    6.

                  	
                    Awards
      and Terms of Options.

                  	
                    6

                  
	
                    7.

                  	
                    Effect
      of Termination of Service.

                  	
                    9

                  
	
                    8.

                  	
                    Nontransferability
      of Options.

                  	
                    10

                  
	
                    9.

                  	
                    Rights
      as a Stockholder.

                  	
                    10

                  
	
                    10.

                  	
                    Determinations.

                  	
                    10

                  
	
                    11.

                  	
                    Termination,
      Amendment and Modification.

                  	
                    10

                  
	
                    12.

                  	
                    Non-Exclusivity.

                  	
                    11

                  
	
                    13.

                  	
                    Use
      of Proceeds.

                  	
                    11

                  
	
                    14.

                  	
                    General
      Provisions.

                  	
                    11

                  
	
                    15.

                  	
                    Issuance
      of Stock Certificates; Legends and Payment of Expenses.

                  	
                    12

                  
	
                    16.

                  	
                    Listing
      of Shares and Related Matters.

                  	
                    13

                  
	
                    17.

                  	
                    Governing
      Law.

                  	
                    13

                  


          

        

      

    

    
    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

      

    AMERICAN
REALTY CAPITAL TRUST III, INC.

    


    FORM OF
2011 STOCK OPTION PLAN

    


    Adopted
by Board of
Directors:            ,
2011

    


    Approved
by
Stockholders:              ,
2011

     


    1.  Purpose
of the Plan.

    


    The
purpose of this American Realty Capital Trust III, Inc. 2011 Stock Option Plan
is to enhance the Company’s profitability and value for the benefit of
stockholders to enable the Company to attract, retain and
motivate directors, officers, advisors, consultants and other personnel,
affiliates, personnel of affiliates, and any joint venture affiliates who
are important to the success of the Company and to create and strengthen a
mutuality of interest between the Potential Participants and the stockholders of
the Company by granting such Potential Participants options to
purchase Common Stock of the Company.

     


    2.  Definitions.

    


    (a)  
“Acquisition
Event” means a
merger or consolidation in which the Company is not the surviving entity, or any
transaction that results in the acquisition of all or substantially all of the
Company’s outstanding Common Stock by a single person or entity or by a group of
persons and/or entities in concert, or the sale or transfer of all or
substantially all of the Company’s assets.

    


    (b)  
“Act” means the Securities
Exchange Act of 1934, as amended and the rules and regulations promulgated
thereunder.

    


    (c)  
“Board” means the Board of Directors
of the Company.

    


    (d)  
“Cause” has the meaning set forth in
Section 7(b).

    


    (e)  
“Change of
Control” has the
meaning set for in Section 6(d).

    


    (f)  
“Code” means the Internal Revenue
Code of 1986, as amended.

    


    (g)  
“Committee” means the Board or a
duly appointed committee of the Board to which the Board has delegated its
powers and functions hereunder.

    


    (h)  
“Common
Stock” means the
voting common stock of the Company, par value $.01, any common stock into which
the common stock may be converted and any common stock resulting from any
reclassification of the common stock.

    


    (i)  
“Company” means American Realty
Capital Trust III, Inc., a Maryland corporation.

    


    (j)  
“Company Voting
Securities” has
the meaning set forth in Section 6(d)(i).
  

    
      
         


      

      
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    (k)  
“Corporate
Transaction” has
the meaning set forth in Section 6(d)(i).

    


    (l)  
“Disability” means a permanent and total
disability, as determined by the Committee in its sole discretion, provided that
in no event shall any disability that is not permanent and total disability
within the meaning of Section 22(e)(3) of the Code be treated as a
Disability.  A Disability shall be deemed to occur at the time of the
determination by the Committee of the Disability.

     

    (m)  
“Effective
Date” has the
meaning set forth in Section 3.

    


    (n)  
“Fair
Market Value”   means, for purposes of this Plan, unless
otherwise required by any applicable provision of the Code or any regulations
issued thereunder, as of any date and except as provided below, the last sales
price reported for the Common Stock on the applicable date: (i) as reported on
the principal national securities exchange in the United States on which it is
then traded or The NASDAQ Stock Market; or (ii) if not traded on any such
national securities exchange or The NASDAQ Stock Market, as quoted on an
automated quotation system sponsored by FINRA or if the Common Stock shall not
have been reported or quoted on such date, on the first day prior thereto on
which the Common Stock was reported or quoted; provided, that the Committee may
modify the definition of Fair Market Value to reflect any changes in the trading
practices of any exchange on which the Common Stock is listed or
traded.  If the Common Stock is not readily tradable on a national
securities exchange, The NASDAQ Stock Market or any automated quotation system
sponsored by FINRA, its Fair Market Value shall be set in good faith by the
Committee and in a manner that complies with Section 409A of the
Code.  For purposes of the grant of any Option, the applicable date
shall be the date on which the Stock Option is granted.

    


    (o)  
“FINRA” means the Financial Industry
Regulatory Authority, Inc.

    


    (p)  
“Incumbent
Boar” has the
meaning set forth in Section 6(d)(ii).

    


    (q)  
“Option”
means the right to purchase the number of Shares granted in the Option agreement
at a prescribed purchase price on the terms specified in the Plan and the Option
agreement.  No Option awarded under this Plan is intended to be an
“incentive stock option” within the meaning of Section 422 of the
Code.

    


    (r)  
“Participant” means a Potential
Participant who is granted an Option under the Plan, which Option has not
expired or been cancelled.

    


    (s)  
“Person” means an individual, entity
or group within the meaning of Section l3d-3 or 14d-1 of the Act.

    


    (t)  
“Plan” means this American Realty
Capital Trust III, Inc. 2011 Stock Option Plan, as amended from time to
time.

     

    (u) 
“Potential
Participants”
means the directors, officers, advisors, consultants and other personnel of the
Company, American Realty Capital Advisors III, LLC (the “Advisor”),
American Realty Capital Properties III, LLC (the “Property
Manager”), and affiliates, personnel of the Advisor, the Property Manager
and affiliates, and any joint venture affiliates of the Company.

     

    (v)  
“Purchase
Price” means the purchase price per Share.

     

    (w)  
“Securities
Act” means the
Securities Act of 1933, as amended.

    


    (x)  
“Share” means a share of Common
Stock.

    


    (y)  
“Termination of
Service” means
termination of the relationship with the Company so that an individual is no
longer a Potential Participant.

     

    3.  Effective
Date/Expiration of Plan.

    


    The Plan
w ill become effective
on                       ,
2011, subject to the receipt of stockholder approval (the “Effective
Date”).  No Option shall be granted under the Plan on or after
the tenth anniversary of the Effective Date, but Options previously granted may
extend beyond that date.


    
      
         


      

      
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    4.  Administration.

    


    (a)  
Duties of the
Committee.  The Plan shall be administered by the
Committee.  The Committee shall have full authority to interpret the
Plan and to decide any questions and settle all controversies and disputes that
may arise in connection with the Plan; to establish, amend, and rescind rules
for carrying out the Plan, to administer the Plan, subject to its provisions; to
prescribe the form or forms of instruments evidencing Options and any other
instruments required under the Plan (which need not be uniform) and to change
such forms from time to time; and to make all other determinations and to take
all such steps in connection with the Plan and the Options as the Committee, in
its sole discretion, deems necessary or desirable; provided , that all
such determinations shall be in accordance with the express provisions, if any,
contained in the Plan or Option agreement.  The Committee shall not be
bound to any standards of uniformity or similarity of action, interpretation or
conduct in the discharge of its duties hereunder, regardless of the apparent
similarity of the matters coming before it.  The determination, action
or conclusion of the Committee in connection with the foregoing shall be final,
conclusive and binding on all parties.

    


    (b)  
Advisors.  The
Committee may designate the Secretary of the Company, other officers or
employees of the Company or competent professional advisors to assist the
Committee in the administration of the Plan, and may grant authority to such
persons (other than professional advisors) to grant an Option or to execute
Option agreements or other documents on behalf of the Committee, provided that
no Participant may grant an Option or execute any Option agreement granting
Options to such Participant.  The Committee may employ such legal
counsel, consultants and agents as it may deem desirable for the administration
of the Plan, and may rely upon any opinion received from any such counsel or
consultant and any computation received from any such consultant or
agent.  Expenses incurred by the Committee in the engagement of such
counsel, consultant or agent shall be paid by the Company.


    
      
         


      

      
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    (c)  
Indemnification.  To
the maximum extent permitted by law, no officer, member or former officer or
member of the Committee or the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
under it.  To the maximum extent permitted by applicable law or the
Certificate of Incorporation or By-Laws of the Company, as may be amended from
time to time, and to the extent not covered by insurance, each officer, member
or former officer or member of the Committee or of the Board shall be
indemnified and held harmless by the Company against any cost or expense
(including reasonable fees of counsel reasonably acceptable to the Company) or
liability (including any sum paid in settlement of a claim with the approval of
the Company), and advanced amounts necessary to pay the foregoing at the
earliest time and to the fullest extent permitted, arising out of any act or
omission to act in connection with the Plan, except to the extent arising out of
such officer’s, member’s or former officer’s or member’s own fraud or bad
faith.  Such indemnification shall be in addition to any rights of
indemnification the officers, members or former officers or members may have as
directors under applicable law or under the Certificate of Incorporation or
By-Laws of the Company or otherwise.

    


    (d)  
Meetings of the
Committee.  The Committee shall select one of its members as a
Chairman and shall adopt such rules and regulations, as it shall deem
appropriate, concerning the holding of its meetings and the transaction of its
business.  Any member of the Committee may be removed at any time
either with or without cause by resolution adopted by the Board, and any vacancy
on the Committee may at any time be filled by resolution adopted by the
Board.  All determinations by the Committee shall be made by the
affirmative vote of a majority of its members.  Any such determination
may be made at a meeting duly called and held at which a majority of the members
of the Committee were in attendance in person or through telephonic
communication.  Any determination set forth in writing and signed by
all of the members of the Committee shall be as fully effective as if it had
been made by a vote of such members at a meeting duly called and
held.

     


    5.  Shares;
Adjustment Upon Certain Events.

    


    (a)  
Shares to be Delivered;
Fractional Shares.  Shares to be issued under the Plan shall be
made available, at the discretion of the Board, either from authorized but
unissued Shares or from issued Shares reacquired by the Company and held in
treasury.  No fractional Shares will be issued or transferred upon the
exercise of any Option.  In lieu thereof, the Company shall pay a cash
adjustment equal to the same fraction of the Fair Market Value of one Share on
the date of exercise. 

    


    (b)  
Number of Shares.
Subject to adjustment as provided in this Section 5, the maximum aggregate
number of Shares authorized for issuance under the Plan shall be 500,000
Shares.  If an Option is for any reason canceled, or expires or
terminates unexercised, the Shares covered by such Option shall again be
available for the grant of Options, within the limits provided by the preceding
sentence.  In addition, if Common Stock has been exchanged by a
Participant as full or partial payment to the Company of the Purchase Price or
if the number of shares of Common Stock otherwise deliverable has been reduced
for full or partial payment to the Company of the Purchase Price, the number of
shares of Common Stock exchanged or reduced shall again be available under the
Plan.

    


    (c)  
Adjustments; Recapitalization,
etc.   The existence of the Plan and the Options granted
hereunder shall not affect in any way the right or power of the Board or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
Common Stock, the dissolution or liquidation of the Company or any sale or
transfer of all or part of its assets or business or any other corporate act or
proceeding.  If and whenever the Company takes any such action,
however, the following provisions, to the extent applicable, shall
govern:


    
      
         


      

      
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    (i)  If
and whenever the Company shall effect a stock split, reverse stock split, stock
dividend, subdivision, recapitalization or combination of Shares or other
changes in the Company’s Common Stock, (x) the Purchase Price per Share and the
number and class of Shares and/or other securities with respect to which
outstanding Options thereafter may be exercised, and (y) the total number and
class of Shares and/or other securities that may be issued under this Plan,
shall be appropriately adjusted by the Committee.  The Committee may
also make such other adjustments as it deems necessary to take into
consideration any other event (including, without limitation, accounting
changes) if the Committee determines that such adjustment is appropriate to
avoid distortion in the operation of the Plan.

    


    (ii)  Subject
to Section 5(c)(iii), if the Company merges or consolidates with one or more
corporations, then from and after the effective date of such merger or
consolidation, upon exercise of an Option theretofore granted, the Participant
shall be entitled to purchase under such Option, in lieu of the number of Shares
as to which such Option shall then be exercisable but on the same terms and
conditions of exercise set forth in such Option, the number and class of Shares
and/or other securities or property (including cash) to which the Participant
would have been entitled pursuant to the terms of the agreement of merger or
consolidation if, immediately prior to such merger or consolidation, the
Participant had been the holder of record of the total number of Shares
receivable upon exercise of such Option (whether or not then
exercisable).  In connection with any event described in this Section
5(c)(ii), the Committee may provide, in its sole discretion, for the
cancellation of any outstanding Options and payment in cash or other property in
exchange therefor.

    


    (iii)  In
the event of an Acquisition Event, the Committee may, in its discretion, and
without any liability to any Participant, terminate all outstanding Options as
of the consummation of the Acquisition Event by delivering notice of termination
to each Participant at least 20 days prior to the date of consummation of the
Acquisition Event; provided, however, that, during the period from the date
on which such notice of termination is delivered to the consummation of the
Acquisition Event, each Participant shall have the right to exercise in full all
the Options that are then outstanding (without regard to limitations on exercise
otherwise contained in the Options), but any such exercise shall be contingent
upon and subject to the occurrence of the Acquisition Event; provided,
however, that if the Acquisition Event does not take place within a
specified period after giving such notice for any reason whatsoever, the notice
and exercise pursuant thereto shall be null and void.  If the
Acquisition Event does take place after giving such notice, any Option not
exercised prior to the date of the consummation of such Acquisition Event shall
be forfeited simultaneous with the consummation of the Acquisition
Event.  If an Acquisition Event occurs and the Committee does not
terminate the outstanding Options pursuant to the foregoing provisions, then the
provisions of Section 5(c)(ii) shall apply.


    
      
         


      

      
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    (iv)  If,
as a result of any adjustment made pursuant to the preceding paragraphs of this
Section 5, any Participant shall become entitled upon exercise of an Option to
receive any securities other than Common Stock, then the number and class of
securities so receivable thereafter shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock set forth in this Section 5, as
determined by the Committee in its discretion.

    


    (v)  Except
as hereinbefore expressly provided, the issuance by the Company of shares of
stock of any class, or securities convertible or exercisable into shares of
stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or other securities, and in any case whether or not for
fair value, shall not affect, and no adjustment by reason thereof shall be made
with respect to the number and class of Shares and/or other securities or
property subject to Options theretofore granted or the Purchase Price per Share.
Notwithstanding anything else herein, the Committee:  (A) shall not
make any adjustments to any Awards that would cause an Award to be subject to
Section 409A of the Code without the consent of the affected Participant; and
(B) shall adjust any Award that is subject to Code Section 409A only in a manner
that is in compliance with the requirements of Code Section 409A.

     


    6.  Awards
and Terms of Options.

    


    (a)  
Grant.  All
Options issued hereunder shall be issued in accordance with Section V.K.6. of
the Statement of Policy Regarding Real Estate Investment Trusts, as revised and
adopted by NASAA membership on May 7, 2007.

    


    (b)  
Purchase
Price.  The Purchase Price deliverable upon the exercise of an
Option shall equal 100% of the Fair Market Value on the last business day
preceding the Annual Date of Grant.  Notwithstanding the foregoing,
but subject to Section 6(a), the Purchase Price for all Options granted under
the Plan before the termination of the Company’s initial public offering will be
$10 per Share.

    


    (c)  
Exercisability.  
Except as otherwise provided herein, any Option granted to a Participant shall
vest and become exercisable on the second anniversary of the date of grant,
subject to the Participant’s continued service a s a Potential Participant
through such date.  No Option shall be exercisable after the
expiration of ten (10) years from the date of grant.

    


    (d)  
Acceleration of Exercisability
on Change of Control.   Except as otherwise provided in the
Participant's Option agreement, all  Options granted and not
previously exercisable shall become exercisable immediately upon a Change of
Control (as defined herein).  For this purpose, a “Change of Control”
shall be deemed to have occurred upon:

    


    (i)  an
acquisition by any Person of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Act) of 33% or more of either (A) the then
outstanding Shares or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the “Company Voting
Securities” );
excluding, however, the following: (w) any acquisition directly from the
Company, other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired directly
from the Company; (x) any acquisition by the Company; (y) any acquisition by an
employee benefit plan (or related trust) sponsored or maintained by the Company;
or (z) any acquisition by any entity pursuant to a reorganization, merger,
consolidation or similar corporate transaction (in each case, a “Corporate
Transaction” ),
if, pursuant to such Corporate Transaction, the conditions described in clauses
(A), (B) and (C) of paragraph (iii) of this Section are satisfied;
or


    
      
         


      

      
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    (ii)  a
change in the composition of the Board such that the individuals who, as of the
Effective Date hereof, constitute the Board (the Board as of the date hereof
shall be hereinafter referred to as the “Incumbent
Board” ) cease
for any reason to constitute at least a majority of the Board; provided that for
purposes of this subsection any individual who becomes a member of the Board
subsequent to the date hereof whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least a majority of those
individuals who are members of the Board and who are also members of the
Incumbent Board (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent Board; but,
provided further, that any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board shall not be so considered as a member of the
Incumbent Board; or

    


    (iii)  the
approval by the stockholders of the Company of a Corporate Transaction or, if
consummation of such Corporate Transaction is subject, at the time of such
approval by stockholders, to the consent of any government or governmental
agency, the obtaining of such consent (either explicitly or implicitly by
consummation); excluding, however, such a Corporate Transaction pursuant to
which (A) all or substantially all of the individuals and entities who are the
beneficial owners, respectively, of the outstanding Shares and Company Voting
Securities immediately prior to such Corporate Transaction will beneficially
own, directly or indirectly, more than 60% of, respectively, the outstanding
shares of common stock of the entity resulting from such Corporate Transaction
and the combined voting power of the outstanding voting securities of such
entity entitled to vote generally in the election of directors, in substantially
the same proportions as their ownership, immediately prior to such Corporate
Transaction, of the outstanding Shares and Company Voting Securities, as the
case may be, (B) no Person (other than the Company, any employee benefit plan
(or related trust) of the Company or the entity resulting from such Corporate
Transaction and any Person beneficially owning, immediately prior to such
Corporate Transaction, directly or indirectly, 33% or more of the outstanding
Shares or Company Voting Securities, as the case may be) will beneficially own,
directly or indirectly, 33% or more of, respectively, the outstanding shares of
Common Stock of the entity resulting from such Corporate Transaction or the
combined voting power of the then outstanding securities of such entity entitled
to vote generally in the election of directors, and (C) individuals who were
members of the Incumbent Board will constitute at least a majority of the
members of the board of directors of the corporation resulting from such
Corporate Transaction; notwithstanding the foregoing, no Change of Control will
occur if two-thirds (2/3rds) of the Incumbent Board approves the Corporate
Transaction; or


    
      
         


      

      
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    (iv)  the
approval of the stockholders of the Company of (A) a complete liquidation or
dissolution of the Company, or (B) the sale or other disposition of all or
substantially all of the assets of the Company; excluding; however, such a sale
or other disposition to a entity with respect to which, following such sale or
other disposition, (x) more than 60% of, respectively, the then outstanding
shares of common stock of such entity and the combined voting power of the then
outstanding voting securities of such entity entitled to vote generally in the
election of directors will be then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the
beneficial owners respectively, of the outstanding Shares and Company Voting
Securities immediately prior to such sale or other disposition in substantially
the same proportion as their ownership, immediately prior to such sale or other
disposition, of the outstanding Shares and Company Voting Securities, as the
case may be, (y) no Person (other than the Company and any employee benefit plan
(or related trust) of the Company or such entity and any Person beneficially
owning, immediately prior to such sale or other disposition, directly or
indirectly, 33% or more of the outstanding Shares or Company Voting Securities,
as the case may be) will beneficially own, directly or indirectly, 33% or more
of, respectively, the then outstanding shares of common stock of such entity and
the combined voting power of the then outstanding voting securities of such
entity entitled to vote generally in the election of directors, and (z)
individuals who were members of the Incumbent Board will constitute at least a
majority of the members of the board of directors of such entity.

    


    (e)  
Exercise of
Options.

    


    (i)  A
Participant may elect to exercise an Option by giving written notice to the
Committee of such election and of the number of Shares such Participant has
elected to purchase pursuant to the Option, accompanied by payment in full of
the aggregate Purchase Price for the number of Shares for which the Option is
being exercised.

    


    (ii)  Shares
purchased pursuant to the exercise of an Option shall be paid for at the time of
exercise as follows:

    


    (A)  in
cash or by check, bank draft or money order payable to the order of the
Company;

    


    (B)  if
so permitted by the Committee: (x) through the delivery of unencumbered Shares
(including Shares being acquired pursuant to the Option then being exercised),
provided such Shares (or such Option) have been owned by the Participant for
such period as may be required by applicable accounting standards to avoid a
charge to earnings; or (y) through a combination of Shares and cash as provided
above, provided, that, if the Shares delivered upon exercise of the Option is an
original issue of authorized Shares, at least so much of the Purchase Price as
represents the par value of such Shares shall be paid in cash or by a
combination of cash and Shares;

    


    (C) to
the extent permitted by applicable law, if the Common Stock is traded on a
national securities exchange, the NASDAQ Stock Market or quoted on a national
quotation system sponsored by FINRA, through the delivery of irrevocable
instructions to a broker to deliver promptly to the Company an amount equal to
the aggregate Purchase Price; or


    
      
         


      

      
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    (D)  on
such other terms and conditions as may be acceptable to the Committee and in
accordance with applicable law.  The Company will not issue shares in
certificated form.  The Company's transfer agent maintains a stock
ledger that contains the name and address of each stockholder and the number of
shares that the stockholder holds.  The Company shall provide the
Participant, pursuant to the Company's Articles of Amendment and Restatement,
with a notice containing information about the Shares purchased, in lieu of
issuance of a share certificate.

    


    (iii)  
REIT Status.
  Notwithstanding anything herein to the contrary, no Option granted
under this Plan may be exercised if such exercise would jeopardize the Company’s
status as a “real estate investment trust” as defined under the
Code.

     


    7.  Effect
of Termination of Service.

    


    (a)  
Death, Disability, or
Retirement. Except as otherwise provided in the Participant’s Option
agreement or in this Plan, upon a Termination of Service, all outstanding
Options then exercisable and not exercised by the Participant prior to such
Termination of Service shall remain exercisable by the Participant to the extent
not theretofore exercised for the following time periods (subject to Section
6(c)):

    


    (i)  in
the event of the Participant’s death, such Options shall remain exercisable (by
the Participant’s estate or by the person given authority to exercise such
Options by the Participant’s will or by operation of law) for a period of one
(1) year from the date of the Participant’s death; and

    


    (ii)  in
the event the Participant retires at or after age 65 (or, with the consent of
the Committee, before age 65), or, if the Participant’s services terminate due
to Disability, such Options shall remain exercisable for one (1) year from the
date of the Participant’s Termination of Service.

    


    (b)  
Cause.  Upon
the Termination of Service of a Participant for Cause (as defined herein) or if
it is discovered after a Termination of Service that such Participant had
engaged in conduct that would have justified a Termination of Service for Cause,
all outstanding Options (whether vested or unvested) shall immediately be
canceled, provided that upon any such termination the Committee may, in its
discretion, require the Participant to promptly pay to the Company (and the
Company shall have the right to recover) any gain the Participant realized as a
result of the exercise of any Option that occurred within one (1) year prior to
such Termination of Service or the discovery of conduct that would have
justified a Termination of Service for Cause.  Termination of Service
shall be deemed to be for “Cause” for purposes of this Section 7(b) if the
Participant shall have committed fraud or any felony in connection with the
Participant’s duties as a director of the Company or willful misconduct or any
act of disloyalty, dishonesty, fraud or breach of trust, confidentiality or
fiduciary duties as to the Company or the commission of any other act which
causes or may reasonably be expected to cause economic or reputational injury to
the Company or any other act or failure to act that constitutes “cause” for
removal of a director under applicable Maryland law.


    
      
         


      

      
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    (c)  
Other
Termination.  In the event of a Termination of Service for any
reason other than as provided in Sections 7(a) and 7(b), except as otherwise
provided in the Participant's Option agreement, all outstanding
Options then exercisable and not exercised by the Participant prior to such
Termination of Service shall remain exercisable (to the extent exercisable by
such Participant immediately before such termination) for a period of three (3)
months after such termination, but not beyond the original stated term of the
Option.

     


    8.  Nontransferability
of Options.

    


    No Option
shall be transferable by the Participant otherwise than by will or under
applicable laws of descent and distribution, and during the lifetime of the
holder may be exercised only by the holder or his or her guardian or legal
representative.  In addition, no Option shall be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise),
and no Option shall be subject to execution, attachment or similar
process.  Upon any attempt to transfer, assign, negotiate, pledge or
hypothecate any Option, or in the event of any levy upon any Option by reason of
any execution, attachment or similar process contrary to the provisions hereof,
such Option shall immediately be cancelled.  Notwithstanding the
foregoing, the Committee may determine at the time of grant or thereafter, that
an Option that is otherwise non transferable is transferable in whole or in part
and in such circumstances, and under such conditions, as specified by the
Committee.

     


    9.  Rights
as a Stockholder.

    


    A holder
of an Option shall have no rights as a stockholder with respect to any Shares
covered by such holder’s Option until such holder shall have become the holder
of record of such Shares, and no adjustments shall be made for dividends in cash
or other property or distributions or other rights in respect to any such
Shares, except as otherwise specifically provided for in this Plan.

     


    10.  Determinations.

    


    Each
determination, interpretation or other action made or taken pursuant to the
provisions of this Plan by the Committee shall be final, conclusive and binding
for all purposes and upon all persons, including, without limitation, the
holders of any Options and the Potential Participants and their respective
heirs, executors, administrators, personal representatives and other successors
in interest.

     


    11.  Termination,
Amendment and Modification.

    


    Notwithstanding
any other provision of this Plan, the Board or the Committee may at any time,
and from time to time, amend, in whole or in part, any or all of the provisions
of this Plan, or suspend or terminate it entirely, retroactively or otherwise;
provided, however, that, unless otherwise required by law or specifically
provided herein, the rights of a Participant with respect to Options granted
prior to such amendment, suspension or termination, may not be impaired without
the consent of such Participant; provided further, that no amendment may be made
without stockholder approval if stockholder approval is required under
applicable law.

    


    The
Committee may amend the terms of any Option theretofore granted, prospectively
or retroactively, but, subject to Section 5 or as otherwise specifically
provided herein, no such amendment or other action by the Committee shall impair
the rights of any holder without the holder’s consent.


    
      
         


      

      
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    12.  Non-Exclusivity.

    


    Neither
the adoption of the Plan by the Board shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting or
issuance of Options, Shares and/or other incentives otherwise than under the
Plan, and such arrangements may be either generally applicable or limited in
application.

     


    13.  Use
of Proceeds.

    


    The
proceeds of the sale of Shares subject to Options under the Plan are to be added
to the general funds of the Company and used for its general corporate purposes
as the Board shall determine.

     


    14.  General
Provisions.

    


    (a)  
Right to Terminate
Services.  Neither the adoption of the Plan nor the grant of
Options shall impose any obligations on the Company to retain any Participant as
a director nor shall it impose any obligation on the part of any Participant to
remain a director.

    


    (b)  
Purchase for
Investment.   If the Board determines that the law so requires,
the holder of an Option granted hereunder shall, upon any exercise or conversion
thereof, execute and deliver to the Company a written statement, in form
satisfactory to the Company, representing and warranting that such Participant
is purchasing or accepting the Shares then acquired for such Participant’s own
account and not with a view to the resale or distribution thereof, that any
subsequent offer for sale or sale of any such Shares shall be made either
pursuant to (i) a registration statement on in appropriate form under the
Securities Act, which registration statement shall have become effective and
shall be current with respect to the Shares being offered and sold, or (ii) a
specific exemption from the registration requirements of the Securities Act, and
that in claiming such exemption the holder will, prior to any offer for sale or
sale of such Shares, obtain a favorable written opinion, satisfactory in form
and substance to the Company, from counsel approved by the Company as to the
availability of such exception.

    


    (c)  
Trusts,
etc.   Nothing contained in the Plan and no action taken
pursuant to the Plan (including, without limitation, the grant of any Option
thereunder) shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Company and any Participant or the executor,
administrator or other personal representative or designated beneficiary of such
Participant, or any other persons.  Any reserves that may be
established by the Company in connection with the Plan shall continue to be part
of the general funds of the Company, and no individual or entity other than the
Company shall have any interest in such funds until paid to a
Participant.  If and to the extent that any Participant or such
Participant’s executor, administrator, or other personal representative, as the
case may be, acquires a right to receive any payment from the Company pursuant
to the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company.


    
      
         


      

      
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    (d)  
Notices. Each
Participant shall be responsible for furnishing the Committee with the current
and proper address for the mailing to such Participant of notices and the
delivery to such Participant of agreements, Shares and payments.  Any
notices required or permitted to be given shall be deemed given if directed to
the person to whom addressed at such address and mailed by regular United States
mail, first class and prepaid.  If any item mailed to such address is
returned as undeliverable to the addressee, mailing will be suspended until the
Participant furnishes the proper address.

    


    (e)  
Severability of
Provisions .  If any provisions of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions of the Plan, and the Plan shall be construed and enforced
as if such provisions had not been included.

    


    (f)  
Payment to Minors,
Etc.   Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of receipting therefor shall be
deemed paid when paid to such person’s guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Committee, the Company and their employees, agents and
representatives with respect thereto.

    


    (g)  
Readings and
Captions.  The headings and captions herein are provided for
reference and convenience only.  They shall not be considered part of
the Plan and shall not be employed in the construction of the Plan.

    


    (h)  
Other
Benefits.  No award under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its subsidiaries nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.

    


    (i)  
409A.  To the
extent applicable, the Plan is intended to comply with the applicable
requirements of Section 409A of the Code and shall be limited, construed and
interpreted in a manner so as to comply therewith.  To the extent that
any Option is subject to Section 409A of the Code, it shall be paid in a manner
that will comply with Section 409A of the Code, including proposed, temporary or
final regulations or any other guidance issued by the Secretary of the Treasury
and the Internal Revenue Service with respect thereto.

     


    15.  Issuance
of Stock Certificates; Legends and Payment of Expenses.

    


    (a)  
Uncertificated
Shares.  Upon any exercise of an Option and payment of the
exercise price as provided in such Option, Shares as to which such Option has
been exercised shall be issued by the Company in the name of the person or
persons exercising such Option along with a notice to the Participant containing
information about the Shares purchased, in lieu of issuance of a share
certificate, and the Company's transfer agent maintains a stock ledger that
contains the name and address of each stockholder and the number of shares that
the stockholder holds.  The Company will not issue shares in
certificated form.

    


    (b)  
Legends. Certificates
for Shares issued upon exercise of an Option shall bear such legend or legends
as the Committee, in its discretion, determines to be necessary or appropriate
to prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act or to implement the provisions of any
agreements between the Company and the Participant with respect to such
Shares.


    
      
         


      

      
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    (c)  
Payment of
Expenses.  The Company shall pay all issue or transfer taxes
with respect to the issuance or transfer of Shares, as well as all fees and
expenses necessarily incurred by the Company in connection with such issuance or
transfer and with the administration of the Plan.

    


    (d)  
Section 16(b) of the
Act. All elections and transactions under the Plan by persons subject to
Section 16 of the Act involving Shares are intended to comply with any
applicable condition under Rule 16b-3, provided, however, noncompliance with the
requirements of Rule 16b-3 shall not affect the validity of an Option granted
under this Plan.  To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null and
void.  The Committee may establish and adopt written administrative
guidelines, designed to facilitate compliance with Section 16(b) of the Act, as
it may deem necessary or proper for the administration and operation of the Plan
and the transaction of business thereunder.

     


    16.  Listing
of Shares and Related Matters.

    


    If at any
time the Board shall determine in its sole discretion that the listing,
registration or qualification of the Shares covered by the Plan upon any
national securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with the award or sale of Shares under the Plan,
no Shares will be delivered unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the
Board.

     


    17.  Governing
Law.

    


    This Plan
shall be governed and construed in accordance with the laws of the State of
Maryland (regardless of the law that might otherwise govern under applicable
principles of conflict of laws).


    
      
         


      

      
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