Exhibit 10.8

THE 2008 EQUITY PARTICIPATION PLAN  OF  LTC PROPERTIES, INC.

LTC Properties, Inc., a Maryland corporation, has adopted The 2008 Equity Participation Plan of LTC Properties, Inc. (the
"Plan"), effective            , 2008, for the benefit of its eligible employees, consultants and directors.

The
purposes of the Plan are as follows:

(1)   To
provide an additional incentive for Independent Directors, key Employees and consultants to further the growth, development and financial success of the Company by
personally benefiting through the ownership of Company stock and/or rights which recognize such growth, development and financial success;

(2)   To
enable the Company to obtain and retain the services of Independent Directors, key Employees and consultants considered essential to the long range success of the
Company by offering them an opportunity to own stock in the Company and/or rights which will reflect the growth, development and financial success of the Company; and

(3)   To
encourage participants to contribute materially to the growth of the Company, thereby benefiting the Company's stockholders, and align the economic interests of the
participants with those of the stockholders.

ARTICLE I.  DEFINITIONS

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

"Administrator" shall mean the party that conducts the general administration of the Plan as provided in Article XI. With reference
to the administration of the Plan with respect to Awards granted to Independent Directors, the term "Administrator" shall refer to the Board. With reference to the administration of the Plan with
respect to any other Award, the term "Administrator" shall refer to the Committee, unless the Board has assumed the authority for administration of the Plan generally as provided in
Section 11.2.

"Award" shall mean an Option, Restricted Stock, a Performance Award, Dividend Equivalents, Deferred Stock, Stock Payment or a Stock
Appreciation Right, which may be awarded or granted under the Plan (collectively, "Awards").

"Award Agreement" shall mean a written agreement executed by an authorized director or officer of the Company and the Holder which
contains such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan.

"Award Limit" shall mean two hundred thousand (200,000) shares of Common Stock, as adjusted pursuant to Section 12.3 of the Plan.

"Board" shall mean the Board of Directors of the Company.

"Change in Control" shall mean, unless otherwise defined in an Award Agreement, a change in ownership or control of the Company effected
through any of the following transactions:



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

"Committee" shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board, appointed as provided
in Section 11.1.

"Common Stock" shall mean the common stock of the Company, par value $.01 per share.

"Company" shall mean LTC Properties, Inc., a Maryland corporation.

"Corporate Transaction" shall mean any of the following stockholder-approved transactions to which the Company is a party:



"Coupled Stock Appreciation Right"shall mean an Award granted under Section 9.2 of the Plan.

"CSAR" shall mean a Coupled Stock Appreciation Right.

"Deferred Stock" shall mean Common Stock awarded under Section 8.5 of the Plan.

"Director" shall mean a member of the Board.

"Dividend Equivalent" shall mean a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common Stock,
awarded under Section 8.3 of the Plan.

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"Employee" shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company, or
of any corporation which is a Subsidiary.

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

"Fair Market Value" of a share of Common Stock as of a given date shall be (i) the closing price of a share of Common Stock on the
principal exchange on which shares of Common Stock 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 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 Stock is not traded on an exchange but is quoted
on NASDAQ or a successor quotation system, the mean between the closing representative bid and asked prices for the Common Stock on the trading day previous to such date as reported by NASDAQ or such
successor quotation system; or (iii) if Common Stock is 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
Stock as established by the Administrator acting in good faith through the reasonable application of a reasonable valuation method.

"Grantee" shall mean an Employee, Independent Director or consultant granted a Performance Award, Dividend Equivalent, Stock Payment,
Stock Appreciation Right, or Deferred Stock.

"Holder" shall mean a person who has been granted or awarded an Award.

"Incentive Stock Option" shall mean an Option that is designated as an Incentive Stock Option by the Committee to the extent such Option
complies with the applicable provisions of Section 422 of the Code.

"Independent Director" shall mean a member of the Board who is not an Employee.

"Independent Stock Appreciation Right" shall mean an Award granted under Section 9.3 of the Plan.

"ISAR" shall mean an Independent Stock Appreciation Right.

"Non-Qualified Stock Option" shall mean an Option that is not designated as an Incentive Stock Option by the Committee, or an
Option that is designated as an Incentive Stock Option to the extent such Option does not comply with the provisions of Section 422 of the Code.

"Option" shall mean an Award granted under Article IV of the Plan. An Option granted under the 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
Directors and consultants shall be Non-Qualified Stock Options.

"Optionee" shall mean an Employee, consultant or Independent Director granted an Option under the Plan.

"Performance Award" shall mean a cash bonus, stock bonus or other performance or incentive award that is paid in cash, Common Stock or a
combination of both, awarded under Section 8.2 of the Plan.

"Performance Criteria" shall mean the following business criteria with respect to the Company or any Subsidiary: (i) net income,
(ii) performance of investments, (iii) cash flow, (iv) earnings per share, (v) return on equity, (vi) return on invested capital or assets, (vii) cost
reductions or savings, (viii) funds from operations, (ix) appreciation in the fair market value of Common Stock and (x) earnings before any one or more of the following items:
interest, depreciation or amortization.

"Plan" shall mean The 2008 Equity Participation Plan of LTC Properties, Inc., as set forth herein and as amended from time to time.

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"Restricted Stock" shall mean Common Stock awarded under Article VII of the Plan.

"Restricted Stockholder" shall mean an Employee, Independent Director or consultant granted an Award of Restricted Stock under
Article VII of the Plan.

"Rule 16b-3" shall mean Rule 16b-3 under the Exchange Act, amended from time to time.

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

"Stock Appreciation Right" shall mean an Award granted under Article IX of the Plan.

"Stock Payment" shall mean an Award granted under Section 8.4 of the Plan.

"Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in
such chain.

"Termination of Consultancy" shall mean the time when the engagement of a Holder as a consultant to the Company or a Subsidiary is
terminated for any reason, with or without cause and with or without notice, including, but not by way of limitation, by resignation, discharge, death or retirement; but excluding terminations where
there is a simultaneous commencement of employment with the Company or any Subsidiary. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to
Termination of Consultancy, including, but not by way of limitation, the question of whether a Termination of Consultancy resulted from a discharge for good cause, and all questions of whether a
particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate
a consultant's service at any time for any reason whatsoever, with or without cause and with or without notice, except to the extent expressly provided otherwise in writing.

"Termination of Directorship" shall mean the time when a Holder who is an Independent Director ceases to be a Director for any reason,
including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where there is a simultaneous commencement of employment
or establishment of a consulting relationship with the Company or any Subsidiary. The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to
Termination of Directorship with respect to Independent Directors.

"Termination of Employment" shall mean the time when the employee-employer relationship between a Holder and the Company or any Subsidiary
is terminated for any reason, with or without cause and with or without notice, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but
excluding (i) terminations where there is a simultaneous reemployment or continuing employment of a Holder by the Company or any Subsidiary, (ii) at the discretion of the Committee,
terminations which result in a temporary severance of the employee-employer relationship, and (iii) at the discretion of the Committee, terminations which are followed by the simultaneous
establishment of a consulting relationship by the Company or a Subsidiary with the former employee. The Committee, in its absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for cause, and all questions of whether a
particular leave of absence constitutes a Termination of Employment;provided, however, that, with respect to Incentive Stock Options, 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 in the employee-employer 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

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rulings
under said Section. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate an Employee's employment at any time for
any reason whatsoever, with or without cause and with or without notice, except to the extent expressly provided otherwise in writing.

ARTICLE II.  SHARES SUBJECT TO PLAN AND OTHER LIMITATIONS

2.1.Aggregate Limit on Shares Subject to Plan and Individual Award Limits.



2.2.Add-back of Options and Other Rights.    If any Award expires, is forfeited or is canceled without
having been fully exercised or without having become fully vested, or is exercised in whole or in part for cash as permitted by the Plan, the number of shares subject to such Award as to which such
Award was not exercised, was forfeited, was cancelled, or was exercised in cash may again be subject to an Award, subject to the limitations of Section 2.1. Furthermore, any shares subject to
Awards which are adjusted pursuant to Section 12.3 and become exercisable with respect to shares of stock of another corporation shall be considered cancelled and may again be subject to an
Award, subject to the limitations of Section 2.1. If any share of Restricted Stock is forfeited by the Holder or repurchased by the Company pursuant to Section 7.5 hereof, such share may
again be subject to an Award, subject to the limitations of Section 2.1. Notwithstanding the provisions of this Section 2.2, no shares of Common Stock may again be optioned, granted or
awarded if such action would cause Incentive Stock Options to fail to qualify as an incentive stock options under Section 422 of the Code.

ARTICLE III.  GRANTING OF AWARDS

3.1Award Agreement.    Each Award shall be evidenced by an Award Agreement. 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.

3.2Consideration.    In consideration of the granting of an Award under the Plan, the Holder shall agree, in the
Award Agreement, to remain in the employ of (or to consult for or to serve as an Independent Director of, as applicable) the Company or any Subsidiary for a period of at least one year (or such
shorter period as may be fixed in the Award Agreement or by action of the Administrator following grant of the Award) after the Award is granted (or, in the case of an Independent Director, until the
next annual meeting of stockholders of the Company).

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3.3At-Will Employment.    Nothing in the Plan or in any Award Agreement hereunder shall confer upon
any Holder any right to continue in the employ of, or as a consultant for, the Company or any Subsidiary, or as a Director of the Company, or shall interfere with or restrict in any way the rights of
the Company and any Subsidiary, which are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause and with or without notice, except to the
extent expressly provided otherwise in a written employment agreement between the Holder and the Company or any Subsidiary.

ARTICLE IV.  GRANTING OF OPTIONS TO EMPLOYEES,  CONSULTANTS AND INDEPENDENT DIRECTORS

4.1.Eligibility.    Any Employee or consultant selected by the Committee pursuant to Section 4.4(a)(i)
shall be eligible to be granted Options. Each Independent Director of the Company shall be eligible to be granted Options at the times and in the manner set forth in Sections 4.5 and 4.6. An
Option shall give the Optionee the right to purchase shares of Common Stock under the terms and conditions set forth in the Award Agreement applicable to the Option.

4.2.Disqualification for Stock Ownership.    No person may be granted an Incentive Stock Option under the Plan if
such person, at the time the Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any then
existing Subsidiary or parent corporation (within the meaning of Section 422 of the Code) unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the
Code.

4.3.Qualification of Incentive Stock Options.    No Incentive Stock Option shall be granted to any person who is
not an Employee.

4.4.Granting of Options to Employees and Consultants.



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4.5.Granting of Options to Independent Directors.    The Board shall from time to time, in its absolute
discretion, and subject to applicable limitations of the Plan determine (i) which Independent Directors,
if any, should, in its opinion, be granted Non-Qualified Stock Options, (ii) subject to the Award Limit, determine the number of number of shares to be subject to such Options, and
(iii) the terms and conditions of such Options, consistent with the Plan.

4.6.Options in Lieu of Cash Compensation.    Options may be granted under the Plan to Employees and consultants in
lieu of cash bonuses which would otherwise be payable to such Employees and consultants and to Independent Directors in lieu of directors' fees which would otherwise be payable to such Independent
Directors, pursuant to such policies which may be adopted by the Administrator from time to time.

ARTICLE V.  TERMS OF OPTIONS

5.1Option Price.    The price per share of the shares subject to each Option granted to Employees and consultants
shall be set by the Committee;provided, however,that such price shall not be less than the par value of a share of Common Stock, unless otherwise
permitted by applicable state law, and shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted; and provided further that 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 stock 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
Stock on the date the Option is granted.

5.2Option Term.    The term of an Option granted to an Employee or consultant shall be set by the Committee in its
discretion;provided, however,that the term shall not be more than ten (10) years from the date the Option is granted, or five (5) years
from such date if the Option is an Incentive Stock Option granted to an individual then owning (directly and through application of the attribution rules of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code). Except as
limited by requirements of Section 422 of the Code and regulations and rulings thereunder applicable to Incentive Stock Options, the Committee may extend the term of any outstanding Option in
connection with any Termination of Employment or Termination of Consultancy of the Optionee or amend any other term or condition of such Option relating to such a termination. Notwithstanding the
foregoing, the Committee may not extend the term of any outstanding Option beyond the earlier of (1) the original expiration date of the Option and (2) the ten-year
anniversary of the grant date of the Option.

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5.3Option Vesting.



5.4Terms of Options Granted to Independent Directors.    The price per share of the shares subject to each Option
granted to an Independent Director shall equal 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted. Subject to Section 6.6, each Option granted to an
Independent Director pursuant to Section 4.5 shall become exercisable in cumulative annual installments of 331/3% on each of the first, second and third anniversaries of the date
of grant, shall become fully
vested as of the date of a Change in Control and shall expire on the earlier of the seventh anniversary of the date of vesting or one year following an Independent Director's Termination of
Directorship for any reason.

ARTICLE VI.  EXERCISE OF OPTIONS

6.1.Partial Exercise.    An exercisable Option may be exercised in whole or in part. However, an Option shall not
be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise be with respect to a minimum number of shares.

6.2.Manner of Exercise.    All or a portion of an exercisable Option shall be deemed exercised upon delivery of
all of the following to the Secretary of the Company or his/her office:



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6.3.Conditions to Issuance of Stock Certificates.    The Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions:



6.4.Rights as Stockholders.    Optionees shall not be, nor have any of the rights or privileges of, stockholders
of the Company in respect of any shares purchasable upon the exercise of any part of an
Option unless and until certificates representing such shares have been issued by the Company to such Optionees.

6.5.Ownership and Transfer Restrictions.    The Administrator, in its absolute discretion, may impose such
restrictions on the ownership and transferability of the shares purchasable upon the

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exercise
of an Option as it deems appropriate. Any such restriction shall be set forth in the respective Award Agreement and may be referred to on the certificates evidencing such shares. The
Committee may require the Employee to give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option within (i) two years from the
date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Employee or (ii) one year after the
transfer of such shares to such Employee. The Administrator may direct that the certificates evidencing shares acquired by exercise of any such Option refer to such requirement to give prompt notice
of disposition.

6.6.Additional Limitations on Exercise of Options.    Optionees may be required to comply with any timing or other
restrictions with respect to the settlement or exercise of an Option, including a window-period limitation, as may be imposed in the discretion of the Administrator.

ARTICLE VII.  AWARD OF RESTRICTED STOCK

7.1.Eligibility.    Subject to the Award Limit, shares of Restricted Stock may be awarded to any Employee or
consultant selected by the Committee pursuant to Section 7.2 or any Independent Director who the Board determines should receive such an Award.

7.2.Award of Restricted Stock.



7.3.Rights as Stockholders.    Subject to Section 7.4, upon delivery of the shares of Restricted Stock to
the escrow holder pursuant to Section 7.6, the Restricted Stockholder shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said shares,
subject to the restrictions in his/her Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares;provided,
however, that in the discretion of the Administrator and as set forth in the Award Agreement, any extraordinary distributions with respect to the Common Stock shall be subject
to the restrictions set forth in Section 7.4 or such other restrictions as may be determined by the Administrator.

7.4.Restriction.    All shares of Restricted Stock issued under the Plan (including any shares received by holders
thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of each individual Restricted Stock Award
Agreement, be subject to such terms, conditions and restrictions as the Administrator shall provide, which restrictions may include, without limitation, forfeiture of such shares in the event of
termination of employment prior to completion of a term of service and restrictions concerning voting rights and transferability, Company performance and individual performance and satisfaction of one
or

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more
Performance Criteria;provided, however,that, by action taken after the Restricted Stock is issued, the Administrator 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 Restricted Stock Award Agreement. Unless otherwise provided in the Award Agreement,
all of the restrictions imposed on an Award of Restricted Stock shall lapse upon the occurrence of a Change in Control. Restricted Stock may not be sold or encumbered until all restrictions are
terminated or expire. If no consideration was paid by the Restricted Stockholder upon issuance, a Restricted Stockholder's rights in unvested Restricted Stock shall lapse upon Termination of
Employment or, if applicable, upon Termination of Consultancy or
Termination of Directorship prior to the termination or expiration of all restrictions;provided, however,that unless otherwise provided by the
Administrator in the Restricted Stock Award Agreement, such rights shall not lapse in the event of a Termination of Employment, Termination of Consultancy or Termination of Directorship following a
Change in Control or because of the Restricted Stockholder's death or disability.

7.5.Repurchase of Restricted Stock.    The Administrator shall provide in the terms of each individual Restricted
Stock Award Agreement that the Company shall have the right to repurchase from the Restricted Stockholder the Restricted Stock then subject to restrictions under the Restricted Stock Award Agreement
immediately upon a Termination of Employment, Termination of Consultancy or Termination of Directorship prior to the termination or expiration of all restrictions, at a cash price per share equal to
the price paid by the Restricted Stockholder for such Restricted Stock;provided, however,that the Administrator in its sole and absolute discretion
may provide that no such right of repurchase shall exist in the event of a Termination of Employment, Termination of Consultancy or Termination of Directorship without cause or following a Change in
Control or because of the Restricted Stockholder's retirement, death, disability or otherwise.

7.6.Escrow.    Unless otherwise determined by the Administrator, the Secretary of the Company or such other escrow
holder as the Administrator may appoint shall retain physical custody of each certificate representing Restricted Stock until all of the restrictions imposed under the Restricted Stock Award Agreement
with respect to the shares evidenced by such certificate terminate, expire or have been removed.

7.7.Legend.    In order to enforce the restrictions imposed upon shares of Restricted Stock hereunder, the
Administrator shall cause a legend or legends to be placed on certificates representing all shares of Restricted Stock that are still subject to restrictions under Award Agreements, such legend or
legends shall make appropriate reference to the conditions imposed thereby.

7.8.Section 83(b) Election.    If a Restricted Stockholder makes an election under Section 83(b) of
the Code, or any successor section thereto, to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the
Restricted Stockholder would otherwise be taxable under Section 83(a) of the Code, the Restricted Stockholder shall deliver a copy of such election to the Company immediately after filing such
election with the Internal Revenue Service.

7.9.Restricted Stock in Lieu of Cash Compensation.    Restricted Stock may be awarded under the Plan to Employees
and consultants in lieu of cash bonuses which would otherwise be payable to such Employees and consultants and to Independent Directors in lieu of directors' fees which would otherwise be payable to
such Independent Directors, pursuant to such policies which may be adopted by the Administrator from time to time.

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ARTICLE VIII.  PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, DEFERRED STOCK,  STOCK PAYMENTS

8.1.Eligibility.    Subject to the Award Limit, one or more Performance Awards, Dividend Equivalents, Awards of
Deferred Stock, and/or Stock Payments may be granted to any Employee who the Committee determines is a key Employee, any consultant who the Committee determines should receive such an Award or any
Independent Director who the Board determines should receive such an Award.

8.2.Performance Awards.    Any key Employee or consultant selected by the Committee or any Independent Director
selected by the Board may be granted one or more Performance Awards. A Performance Award represents the right to receive a payment subject to satisfaction of any one or more of the Performance
Criteria or other specific performance criteria determined appropriate by the Administrator on a specified date or dates or over any period or periods determined by the Administrator. In making such
determinations, the Administrator shall consider (among such other factors as it deems relevant in light of the specific type of Award) the contributions, responsibilities and other compensation of
the particular key Employee, Independent Director or consultant.

8.3.Dividend Equivalents.    Any key Employee or consultant selected by the Committee or any Independent Director
selected by the Board may be granted Dividend Equivalents. A Dividend Equivalent represents the right to receive payments in the amount of the dividend on a share of Common Stock. Dividend Equivalents
shall be credited as of dividend payment dates, during the period between the date a Stock Appreciation Right, Deferred Stock or Performance Award is granted, and the date such Stock Appreciation
Right, Deferred Stock or Performance Award is exercised, vests or
expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations
as may be determined by the Administrator, provided that in no event may the payment of such cash or additional shares of Common Stock be contingent upon a Holder's exercise of an Option or Stock
Appreciation Right.

8.4.Stock Payments.    Any key Employee or consultant selected by the Committee or any Independent Director
selected by the Board may receive Stock Payments in the manner determined from time to time by the Administrator. A Stock Payment represents the right to receive one share of Common Stock. The number
of shares shall be determined by the Administrator and may be based upon the Performance Criteria or other specific performance criteria determined appropriate by the Administrator, determined on the
date such Stock Payment is made or on any date thereafter.

8.5.Deferred Stock.    Any key Employee or consultant selected by the Committee or any Independent Director
selected by the Board may be granted an Award of Deferred Stock in the manner determined from time to time by the Administrator. Deferred Stock represents the right to receive one share of Common
Stock in the future. The number of shares of Deferred Stock shall be determined by the Administrator and may be linked to the satisfaction of Performance Criteria or other specific performance
criteria determined to be appropriate by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Common Stock underlying a Deferred
Stock Award will not be issued until the Deferred Stock Award has vested, pursuant to a vesting schedule or satisfaction of Performance Criteria or other specific performance criteria set by the
Administrator. Unless otherwise provided by the Administrator, a Holder of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until such time as the Award
has vested and the Common Stock underlying the Award has been issued.

8.6.Term.    The term of a Performance Award, Dividend Equivalent, Deferred Stock and/or Stock Payment shall be
set by the Administrator.

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8.7.Exercise or Purchase Price.    The Administrator may establish the exercise or purchase price, if any, of a
Performance Award, shares of Deferred Stock, or shares received as a Stock Payment.

8.8.Exercise Upon Termination of Employment, Termination of Directorship or Termination of Consultancy.    A
Performance Award, Dividend Equivalent, Deferred Stock and/or Stock Payment is exercisable or payable only while the Holder is an Employee, Independent Director or consultant; provided, however, that
the Administrator in its sole and absolute discretion may provide that the Performance Award, Dividend Equivalent, Award of
Deferred Stock and/or Stock Payment may be
exercised or paid subsequent to a Termination of Employment, Termination of Consultancy or Termination of Directorship following a Change in Control.

8.9.Payment on Exercise.    Payment of the amount determined under Section 8.2 or 8.3 above shall be in
cash, in Common Stock or a combination of both, as determined by the Administrator. To the extent any payment under this Article VIII is effected in Common Stock, it shall be made subject to
satisfaction of all provisions of Section 6.3.

8.10.Performance Award, Dividend Equivalent, Deferred Stock and/or Stock Payment in Lieu of Cash
Compensation.    Performance Awards, Dividend Equivalents, Deferred Stock and/or Stock Payments may be awarded under the Plan to Employees and consultants in lieu of
cash bonuses which would otherwise be payable to such Employees and consultants and to Independent Directors in lieu of directors' fees which would otherwise be payable to such Independent Directors,
pursuant to such policies which may be adopted by the Administrator from time to time.

8.11.Section 409A Compliance.    The Common Stock or cash payment distributable to a Holder pursuant to a
Performance Award, Dividend Equivalent, Deferred Stock and/or Stock Payment shall be distributed to the Holder no later than 21/2 months following the end of the calendar year in which
the Award vests or on a specified date or schedule or other distribution event permitted under Section 409A of the Code, in each case as set forth in the applicable Award Agreement.

ARTICLE IX.  STOCK APPRECIATION RIGHTS

9.1.Grant of Stock Appreciation Rights.    A Stock Appreciation Right entitles the Holder to a payment equal to
the excess of the Fair Market Value of the number of shares of Common Stock underlying the Stock Appreciation Right as of the date the Award is exercised over such Fair Market Value as of the date the
Award is granted. A Stock Appreciation Right may be granted to any key Employee or consultant selected by the Committee or any Independent Director selected by the Board. A Stock Appreciation Right
may be granted (i) in connection and simultaneously with the grant of an Option or (ii) independent of an Option. A Stock Appreciation Right shall be subject to such terms and conditions
not inconsistent with the Plan as the Administrator shall impose and shall be evidenced by an Award Agreement. Without limiting the generality of the preceding sentence, the Administrator may, in its
discretion and on such terms as it deems appropriate, require as a condition of the grant of a Stock Appreciation Right to an Employee, Independent Director or consultant that the Employee,
Independent Director or consultant surrender for cancellation some or all of the unexercised Stock Appreciation Rights or any other Awards or rights which have been previously granted to him/her under
the Plan or otherwise. A Stock Appreciation Right, the grant of which is conditioned upon such surrender, may have an exercise price lower (or higher) than the exercise price of such surrendered Stock
Appreciation Right or other Award, may cover the same (or a lesser or greater) number of shares as such surrendered Stock Appreciation Right or other Award, may contain such other terms as the
Administrator deems appropriate, and shall be exercisable in accordance with its terms, without regard to the number of shares, price, exercise period, or any other term or condition of such
surrendered Stock Appreciation Right or other Award. Notwithstanding the foregoing, the Committee shall not have authority to reprice Stock Appreciation Rights in accordance with this
Section 9.1

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without
first obtaining stockholder approval for such repricing and the grant of a Stock Appreciation Right described in the previous sentence may not result in the imposition on the Holder of a 20%
tax pursuant to Section 409A(a)(1)(B) of the Code.

9.2.Coupled Stock Appreciation Rights.



9.3.Independent Stock Appreciation Rights.



9.4.Payment and Limitations on Exercise.



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ARTICLE X.  SECTION 162(M) PERFORMANCE BASED COMPENSATION

10.1.General Requirements.    To the extent that a Performance Award, a Stock Payment or an Award of Restricted
Stock or Deferred Stock is intended to qualify as "performance-based compensation" for purposes of Section 162(m) of the Code, such Award must (1) be granted by the Committee,
(2) be earned based on the achievement over a performance period established by the Committee of objective performance goals as are established by the Committee no later than 90 days
after the commencement of the performance period and not after 25% of the performance period has elapsed and (3) be paid only after the Committee has certified, after the completion of the
performance period, that the performance goals have been met. To the extent that an Award of Options or Stock Appreciation Rights is intended to qualify as "performance-based compensation" for
purposes of Section 162(m) of the Code, such Award must be granted by the Committee.

10.2.Performance Goals.    The objective performance goals shall be stated as specific amounts of, or specific
changes in, one or more of the Performance Criteria. The objective performance goals need not be the same for different performance periods and for any performance period may be stated: (a) on
an absolute basis or relative to the performance of other companies or of a specified index or indices, or be based on any combination of the foregoing and (b) separately for one or more of the
Holders, collectively for the entire group of Holders, or in any combination of the two.

10.3.Committee Requirements.    Determinations by the Committee as to the establishment of performance goals, the
amount potentially payable in respect of, the level of actual achievement of the specified performance goals relating to any Performance Award, a Stock Payment or an Award of Restricted Stock or
Deferred Stock intended to qualify as "performance-based compensation" for purposes of Section 162(m) of the Code, and the amount of any such final Award shall be recorded in writing.
Specifically, the Committee shall certify in writing, in a manner conforming to applicable regulations under Section 162(m), prior to settlement of each such Award that the performance
objectives relating to the such Award and other material terms of such Award upon which settlement of the Award was conditioned have been satisfied.

ARTICLE XI.  ADMINISTRATION

11.1.Compensation Committee.    The Compensation Committee (or another committee or a subcommittee of the Board
assuming the functions of the Committee under the Plan) shall consist solely of two or more Independent Directors appointed by and holding office at the pleasure of the Board, each of whom is both a
"non-employee director" as defined by Rule 16b-3 and an "outside director" for purposes of Section 162(m) of the Code. 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. Vacancies in the Committee may be filled by the Board.

11.2.Duties and Powers of Committee.    It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and the Award Agreements, and to adopt such rules for the administration,
interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. Notwithstanding the foregoing, the full Board, acting by a majority of its
members in office, shall conduct the general administration of the Plan with respect to Awards granted to Independent Directors. In its absolute discretion, the Board may at any time and from time to
time exercise any and all rights and duties of the Committee under the Plan, except with respect to matters which under Rule 16b-3, Section 162(m) or other applicable law
(including stock exchange rules), are required to be determined in the sole discretion of the Committee.

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11.3.Compensation; Professional Assistance; Good Faith Actions.    Members of the Committee shall receive such
compensation for their services as may be determined by the Board. All expenses and liabilities which members of the Committee incur in connection with the administration of the 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 Directors 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 Holders, 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 the Plan or Awards, 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 XII.  MISCELLANEOUS PROVISIONS

12.1.Not Transferable.    No Award under the Plan may be sold, pledged, assigned or transferred in any manner
other than by will or the laws of descent and distribution, unless and until such Award has been exercised, or the shares underlying such Award have been issued, and all restrictions applicable to
such shares have lapsed. No Option, Restricted Stock, Deferred Stock, Performance Award, Stock Appreciation Right, Dividend Equivalent or Stock Payment or interest or right therein shall be liable for
the debts, contracts or engagements of the Holder or his/her 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, except to the extent that such disposition is permitted by the preceding sentence.

During
the lifetime of the Holder, only he may exercise an Option or other Award (or any portion thereof) granted to him/her under the Plan. After the death of the Holder, any
exercisable portion of an Option or other Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by his/her personal
representative or by any person empowered to do so under the deceased Holder's will or under the then applicable laws of descent and distribution.

12.2.Amendment, Suspension or Termination of the Plan.    Except as otherwise provided in this
Section 12.2, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the
Company's stockholders given within twelve months before or after the action by the Board, no action of the Board may, except as provided in Section 12.3, increase the limits imposed in
Section 2.1 on the maximum number of shares which may be issued under the Plan. No amendment, suspension or termination of the Plan shall, without the consent of the Holder materially impair
any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension
or after termination of the Plan, and in no event may any Incentive Stock Option be granted under the Plan after the first to occur of the following events:



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

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12.4.Approval of Plan by Stockholders.    The Plan will be submitted for the approval of the Company's
stockholders within twelve months after the date of the Board's initial adoption of the Plan. Awards may be granted or awarded prior to such stockholder approval; providedthat such Awards shall not be
exercisable nor shall such Awards vest prior to the time when the Plan is approved by the stockholders; and provided further,that if such approval has not been obtained at the end of said twelve-month
period, all Awards previously granted or awarded under the
Plan shall thereupon be canceled and become null and void.

12.5.Tax Withholding.    The Company shall be entitled to require payment in cash or deduction from other
compensation payable to each Holder of any sums required by federal, state or local tax law

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to
be withheld with respect to the issuance, vesting, exercise or payment of any Award. The Administrator may in its discretion and in satisfaction of the foregoing requirement allow such Holder to
elect to have the Company withhold shares of Common Stock otherwise issuable under such Award (or allow the return of shares of Common Stock) having a Fair Market Value equal to the sums required to
be withheld.

12.6.Forfeiture Provisions.    Pursuant to its general authority to determine the terms and conditions applicable
to Awards under the Plan, the Administrator shall have the right (to the extent consistent
with the applicable exemptive conditions of Rule 16b-3) to provide, in the terms of Awards made under the Plan, or to require a Holder to agree by separate written instrument, that
(i) any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Common Stock
underlying the Award, must be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (a) a
Termination of Employment, Termination of Consultancy or Termination of Directorship occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or
(b) the Holder 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 the Board, as applicable) or the Holder incurs a Termination of Employment, Termination of Consultancy or Termination of Directorship for cause.

12.7.Limitations Applicable to Section 16 Persons and Performance-Based Compensation.    Notwithstanding
any other provision of the Plan, the Plan, and any Award 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) that are requirements
for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.

12.8.Effect of Plan Upon Options and Compensation Plans.    The adoption of the Plan shall not affect any other
compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company (i) to establish any other forms of
incentives or compensation for Employees, Independent Directors or consultants of the Company or any Subsidiary or (ii) to grant or assume options or other rights or Awards otherwise than under
the 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.

12.9.Compliance with Laws.    The Plan, the granting and vesting of Awards under the Plan and the issuance and
delivery of shares of Common Stock and the payment of money under the Plan or under Awards granted or awarded 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 the 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 and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and
regulations.

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

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

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