Exhibit 10.1


 


AMENDED
AND RESTATED


 


U-STORE-IT
TRUST


 


2007 EQUITY INCENTIVE PLAN


 

















 


Table of
Contents


 


	
   

  	
  Tab No.

  
	
  Section 1.  Purpose

  	
  1

  
	
  Section 2.  Definitions

  	
  1

  
	
  Section 3.  Administration

  	
  7

  
	
  Section 4.  Shares Available For Awards

  	
  9

  
	
  Section 5.  Eligibility

  	
  10

  
	
  Section 6.  Stock Options And Share Appreciation Rights

  	
  10

  
	
  Section 7.  Restricted Shares And Restricted Share
  Units

  	
  12

  
	
  Section 8.  Performance Awards

  	
  14

  
	
  Section 9.  Other Share-Based Awards

  	
  15

  
	
  Section 10.  Non-Employee Trustee Awards

  	
  15

  
	
  Section 11.  Provisions Applicable To Covered Officers
  And Performance Awards

  	
  15

  
	
  Section 12.  Termination Of Employment

  	
  17

  
	
  Section 13.  Change In Control

  	
  17

  
	
  Section 14.  Amendment And Termination

  	
  17

  
	
  Section 15.  General Provisions

  	
  18

  
	
  Section 16.  Term Of The Plan

  	
  21

  



 

















 


AMENDED AND RESTATED

U-STORE-IT TRUST

2007 EQUITY INCENTIVE PLAN


 


(As amended and restated effective June 2, 2010)


 


Section 1.              Purpose.  This plan
shall be known as the “Amended and Restated U-Store-It Trust 2007 Equity
Incentive Plan” (the “Plan”).  The
purpose of the Plan is to promote the interests of U-Store-It Trust, a Maryland
real estate investment trust (the “Company”), its Subsidiaries and its
shareholders by (i) attracting and retaining key officers, employees, and
trustees of, and consultants to, the Company and its Subsidiaries and
Affiliates; (ii) motivating such individuals by means of
performance-related incentives to achieve long-range performance goals; (iii) enabling
such individuals to participate in the long-term growth and financial success
of the Company; (iv) encouraging ownership of stock in the Company by such
individuals; and (v) linking their compensation to the long-term interests
of the Company and its shareholders. 
With respect to any awards granted under the Plan that are intended to
comply with the requirements of “performance-based compensation” under Section 162(m) of
the Code, the Plan shall be interpreted in a manner consistent with such
requirements.


 


Section 2.              Definitions.


 


(a)             Rules of
Construction.  As used in
this Plan: (i) unless otherwise specified, all defined terms in the
singular shall have comparable meanings when used in the plural and vice-versa;
(ii) all pronouns and any variations thereof shall be deemed to refer to
masculine, feminine or neuter, singular or plural, as the identity of the
Person or Persons may require; (iii) the words “include,” “includes” and “including”
will be deemed to be followed by the phrase “without limitation,” whether or
not such phrase is included therein; (iv) unless otherwise specified in
the computation of a period of time from a date to a later specified date, the
word “from” means “from and including,” and the words “to” and “until” each
mean “to but excluding”; and (v) references to all documents, contracts,
agreements or instruments shall include any and all supplements and amendments
thereto.


 


(b)             Definitions.  Subject to the provisions of Section 2(a) above,
all initially capitalized words and phrases used in this Plan have the
following meanings:


 


“Affiliate”
shall mean (i) any entity that, directly or indirectly, is controlled by
the Company, (ii) any entity in which the Company has a significant equity
interest, (iii) an affiliate of the Company, as defined in Rule 12b-2
promulgated under Section 12 of the Exchange Act, and (iv) any entity
in which the Company has at least twenty percent (20%) of the combined voting
power of the entity’s outstanding voting securities, including U-Store-It,
L.P., a Delaware limited partnership in each case as designated by the Board as
being a participating employer in the Plan.


 


“Annual Rate” means
the quotient of (i) divided by (ii) where:


 

















 


(i)            is the number of Shares
subject to Awards granted in a calendar year; and


 


(ii)           is the sum of the number of
Shares and OP Units outstanding at the end of such calendar year.


 


For purposes of determining the number of
Shares subject to Awards granted in a calendar year under paragraph (i) above,
Shares underlying Full-Value Awards shall be taken into account as 1.5 Shares
and Shares underlying all other Awards shall be taken into account as 1.0
Shares.


 


“Award”
shall mean any Option, Share Appreciation Right, Restricted Share, Restricted
Share Unit, Performance Award, Other Share-Based Award or other award granted
under the Plan, whether singly, in combination or in tandem, to a Participant
by the Board pursuant to such terms, conditions, restrictions and/or
limitations, if any, as the Board may establish or that are required by
applicable legal requirements.


 


“Award
Agreement” shall mean any written agreement, contract or other instrument
or document evidencing any Award.


 


“Board”
shall mean the Board of Trustees of the Company.


 


“Cause”
shall mean, unless otherwise defined in the applicable Award Agreement, (i) the
engaging by the Participant in willful misconduct that is injurious to the
Company or its Subsidiaries or Affiliates, or (ii) the embezzlement or
misappropriation of funds or property of the Company or its Subsidiaries or
Affiliates by the Participant.  For
purposes of this paragraph, no act, or failure to act, on the Participant’s
part shall be considered “willful” unless done, or omitted to be done, by the
Participant not in good faith and without reasonable belief that the
Participant’s action or omission was in the best interest of the Company.  Any determination of Cause for purposes of
the Plan or any Award shall be made by the Board in its sole discretion.  Any such determination shall be final and
binding on a Participant.


 


“Change
in Control” shall mean, unless otherwise defined in the applicable Award
Agreement, any of the following events:


 


(i)            any person or entity,
including a “group” as defined in Section 13(d)(3) of the Exchange
Act, other than the Company or a wholly-owned subsidiary thereof or any
employee benefit plan of the Company or any of its Subsidiaries, becomes the
beneficial owner of the Company’s securities having 35% or more of the combined
voting power of the then outstanding securities of the Company that may be cast
for the election of Trustees of the Company (other than as a result of an
issuance of securities initiated by the Company in the ordinary course of
business);


 


(ii)           as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination or contested election, or any combination of the foregoing
transactions, less than a majority of the combined voting power of the then
outstanding securities of the Company or any successor company or entity
entitled to vote generally in the election of the Trustees of the Company or
such other corporation or entity after such transaction are held in the
aggregate by the holders of the Company’s


 


2

















 


securities entitled to vote
generally in the election of Trustees of the Company immediately prior to such
transaction;


 


(iii)          during any period of two (2) consecutive
years, individuals who at the beginning of any such period constitute the Board
cease for any reason to constitute at least a majority thereof, unless the election,
or the nomination for election by the Company’s shareholders, of each Trustee
of the Company first elected during such period was approved by a vote of at
least two-thirds (2/3rds) of the Trustees of the Company then still in office
who were (a) Trustees of the Company at the beginning of any such period,
and (b) not initially (1) appointed or elected to office as result of
either an actual or threatened election and/or proxy contest by or on behalf of
a Person other than the Board, or (2) designated by a Person who has
entered into an agreement with the Company to effect a transaction described in
(i) or (ii) above or (iv) or (v) below;


 


(iv)          a complete liquidation or
dissolution of the Company; or


 


(v)           the sale or other
disposition of all or substantially all of the assets of the Company to any
Person (other than a transfer to a Subsidiary).


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


“Committee”
shall mean the Compensation Committee of the Board, which shall be composed of
not less than two Non-Employee Trustees, at least two of whom shall be (i) a
“non-employee director” for purposes of Section 16 and Rule 16b-3
promulgated thereunder, and (ii) an Outside Trustee, and each of whom
shall be “independent” within the meaning of the listing standards of the New
York Stock Exchange.


 


“Company” shall have the meaning set forth in Section 1
above.


 


“Consultant”
shall mean any consultant to the Company or its Subsidiaries or Affiliates.


 


“Covered
Officer” shall mean at any date (i) any individual who, with respect
to the previous taxable year of the Company, was a “covered employee” of the
Company within the meaning of Section 162(m); provided, however, that the
term “Covered Officer” shall not include any such individual who is designated
by the Board, in its discretion, at the time of any Award or at any subsequent
time, as reasonably expected not to be such a “covered employee” with respect
to the current taxable year of the Company and (ii) any individual who is
designated by the Board, in its discretion, at the time of any Award or at any
subsequent time, as reasonably expected to be such a “covered employee” with
respect to the current taxable year of the Company or with respect to the
taxable year of the Company in which any applicable Award will be paid or
vested.


 


“Disability”
shall mean, unless otherwise defined in the applicable Award Agreement, a
disability that would qualify as a total and permanent disability under the
Company’s then current long-term disability plan.


 


3

















 


“Employee” shall mean
a current or prospective officer or employee of the Company or of any
Subsidiary or Affiliate.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time
to time.


 


“Fair
Market Value” with respect to the Shares, shall mean, for purposes of a
grant of an Award as of any date, (i) the closing sales price of the
Shares on the New York Stock Exchange, or any other exchange on which the
shares are traded, on such date, or in the absence of reported sales on such
date, the closing sales price on the immediately preceding date on which sales
were reported or (ii) in the event there is no public market for the
Shares on such date, the fair market value as determined, in good faith, by the
Board in its sole discretion.


 


“Family Member” means a person who is a spouse, former spouse,
child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister,
brother-in-law, or sister-in-law, including adoptive relationships, of the
grantee, any person sharing the grantee’s household (other than a tenant or
employee), a trust in which any one or more of these persons have more than
fifty percent (50%) of the beneficial interest, a foundation in which any one
or more of these persons (or the grantee) control the management of assets, and
any other entity in which one or more of these persons (or the grantee) own
more than fifty percent (50%) of the voting interests.


 


“Full-Value Award” means an Award other than an Option or Share
Appreciation Right.


 


“Fungible Pool Unit” shall be the measuring unit used for
purposes of the Plan, as specified in Section 4, to determine the number
of Shares which may be subject to Awards hereunder, which shall consist of
Shares in the proportions (ranging from 1.0 to 1.66) as set forth in Section 4.


 


“Incentive
Stock Option” shall mean an option to purchase Shares from the Company that
is granted under Section 6 of the Plan and that is intended to meet the
requirements of Section 422 of the Code or any successor provision
thereto.


 


“Non-Qualified
Stock Option” shall mean an option to purchase Shares from the Company that
is granted under Section 6 or 10 of the Plan and is not intended to be an
Incentive Stock Option.


 


“Non-Employee
Trustee” shall mean a member of the Board who is not an officer or employee
of the Company or any Subsidiary or Affiliate.


 


“OP Units” means units of limited partnership interest in U-Store-It,
L.P. that are exchangeable or convertible into Shares.


 


“Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.


 


“Option
Price” shall mean the purchase price payable to purchase one Share upon the
exercise of an Option.


 


4

















 


“Other
Share-Based Award” shall mean any Award granted under Section 9 or 10
of the Plan.


 


“Outside Trustee” means a Trustee who either (i) is not a
current employee of the Company or an “affiliated corporation” (within the
meaning of Treasury Regulations promulgated under Section 162(m) of
the Code), is not a former employee of the Company or an “affiliated
corporation” receiving compensation for prior services (other than benefits
under a tax-qualified pension plan), was not an officer of the Company or an “affiliated
corporation” at any time and is not currently receiving direct or indirect
remuneration from the Company or an “affiliated corporation” for services in
any capacity other than as a Trustee; or (ii) is otherwise considered an “outside
director” for purposes of Section 162(m) of the Code.


 


“Participant”
shall mean any Employee, Trustee, Consultant or other person who receives an
Award under the Plan.


 


“Performance
Award” shall mean any Award granted under Section 8 of the Plan.


 


“Person”
shall mean any individual, corporation, partnership, limited liability company,
association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.


 


“Plan” has the meaning set forth in the Section 1
above.


 


“Restricted
Share” shall mean any Share granted under Section 7 or 10 of the Plan.


 


“Restricted
Share Unit” shall mean any unit granted under Section 7 or 10 of the
Plan.


 


“Retirement”
shall mean, unless otherwise defined in the applicable Award Agreement,
retirement of a Participant from the employ or service of the Company or any of
its Subsidiaries or Affiliates in accordance with the terms of the applicable
Company retirement plan or, if a Participant is not covered by any such plan,
retirement on or after such Participant’s 65th birthday.


 


“SEC”
shall mean the Securities and Exchange Commission or any successor thereto.


 


“Section 16”
shall mean Section 16 of the Exchange Act and the rules promulgated
thereunder and any successor provision thereto as in effect from time to time.


 


“Section 162(m)”
shall mean Section 162(m) of the Code and the regulations promulgated
thereunder and any successor provision thereto as in effect from time to time.


 


“Shares”
shall mean shares of the common shares, $0.01 par value, of the Company.


 


“Share
Appreciation Right”  or “SAR”
shall mean a share appreciation right granted under Section 6 or 10 of the
Plan that entitles the holder to receive, with respect to each Share
encompassed by the exercise of such SAR, the excess of the Fair Market Value on
the date of exercise over the amount determined by the Board and specified in
an Award Agreement as the


 


5

















 


exercise price of such SAR,
provided that the exercise price shall not be less than the Fair Market Value
on the date of grant.


 


“Subsidiary”
shall mean any Person (other than the Company) of which a majority of its
voting power or its equity securities or equity interest is owned directly or
indirectly by the Company.


 


“Substitute
Awards” shall mean Awards granted solely in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired
by the Company or with which the Company combines.


 


“Target Rate” means the greater of (i) 2% or (ii) the
mean of the Company’s GICS peer group for the three-year period beginning January 1,
2010 and ending December 31, 2012.


 


“Three-Year Average
Annual Rate” means the average of the Annual Rates for calendar years 2010,
2011 and 2012.


 


“Trustee”
shall mean a member of the Board.


 


6

















 


Section 3.              Administration.


 


(a)             The Board.  The Board shall have such powers and
authorities related to the administration of the Plan as are consistent with
the Company’s governing documents and applicable law. The Board shall have full
power and authority to take all actions and to make all determinations required
or provided for under the Plan, any Award or any Award Agreement, and shall
have full power and authority to take all such other actions and make all such
other determinations not inconsistent with the specific terms and provisions of
the Plan that the Board deems to be necessary or appropriate for the
administration of the Plan, any Award or any Award Agreement. All such actions
and determinations shall be by the affirmative vote of a majority of the
members of the Board present at a meeting or by unanimous consent of the Board
executed in writing in accordance with the Company’s governing documents and
applicable law. The interpretation and construction by the Board of any
provision of the Plan, any Award or any Award Agreement shall be final, binding
and conclusive. Notwithstanding any other provision of the Plan, the Board
shall not take any action or make any Awards hereunder that could cause the
Company to fail to qualify as a real estate investment trust for Federal income
tax purposes.


 


(b)             Delegation to
Committee.


 


(i)            General. The Board may
delegate all or part of the administration of the Plan to the Committee. If
administration is delegated to the Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee any
of the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.


 


(ii)           Section 162(m) and
Rule 16b-3 Compliance.  The Board or the Committee shall (A) delegate
to a committee of two or more members of the Board who are Outside Directors
the authority to grant Awards to eligible persons who are either (1) Covered
Officers and are expected to be Covered Officers at the time of recognition of
income resulting from such Award or (2) persons with respect to whom the
Company wishes to comply with Section 162(m) of the Code and/or (B) delegate
to a committee of two or more members of the Board who are Non-Employee
Directors the authority to grant Awards to eligible persons who are then
subject to Section 16 of the Exchange Act.


 


(c)           Subject to the
terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Board by the Plan, the Board shall have
full power and authority in its discretion to:


 


(i)            designate Participants;


 


(ii)           determine the type or types
of Awards to be granted to a Participant;


 


7
















 


(iii)          determine the number of
Shares to be covered by, or with respect to which payments, rights or other
matters are to be calculated in connection with Awards;


 


(iv)          determine the timing, terms,
and conditions of any Award;


 


(v)           accelerate the time at which
all or any part of an Award may be settled or exercised;


 


(vi)          determine whether, to what
extent, and under what circumstances, Awards may be settled or exercised in
cash, Shares, other securities, other Awards or other property, or canceled,
forfeited or suspended and the method or methods by which Awards may be
settled, exercised, canceled, forfeited or suspended;


 


(vii)         determine whether, to what
extent, and under what circumstances cash, Shares, other securities, other
Awards, other property, and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the holder thereof
or of the Board;


 


(viii)        interpret and administer the
Plan and any instrument or agreement relating to, or Award made under, the Plan;


 


(ix)           except to the extent
prohibited by Section 6(b), amend or modify the terms of any Award
at or after grant with the consent of the holder of the Award;


 


(x)            establish, amend, suspend or
waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and


 


(xi)           make any other determination
and take any other action that the Board deems necessary or desirable for the
administration of the Plan.


 


The exercise of an Option or
receipt of an Award shall be effective only if an Award Agreement shall have
been duly executed and delivered on behalf of the Company following the grant
of an Award.


 


(d)           Discretion
Binding. 
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Board, may be
made at any time and shall be final, conclusive, and binding upon all Persons,
including the Company, any Subsidiary or Affiliate, any Participant and any
holder or beneficiary of any Award.


 


(e)           Delegation.  Subject to the terms of the
Plan, the Board may delegate to one or more officers or managers of the Company
or of any Subsidiary or Affiliate, or to a committee of such officers or
managers, the authority, subject to such terms and limitations as the Board
shall determine, to grant Awards to or to cancel, modify or waive rights with
respect to, or to alter, discontinue, suspend or terminate Awards held by Participants
who are not officers


 


8

















 


or
trustees of the Company for purposes of Section 16 or who are
otherwise not subject to such Section.


 


Section 4.              Shares Available For Awards.


 


(a)             Shares
Available.  Subject to
the additional limitation as provided in Section 4(c) and the
adjustments as provided in Section 4(d), the total number of Shares
subject to Awards granted under the Plan, in the aggregate, may not exceed
8,500,000.  Of this amount, the “Fungible
Pool Limit” shall equal the sum of (i) the 4,600,000 Shares added as of
the Restatement Effective Date, plus (ii) any Shares remaining available
for issuance under the Plan as of the Restatement Effective Date, plus (iii) any
Shares subject to Awards under the Plan as of the Restatement Effective Date
that are later forfeited or for any other reason are not payable under the
Plan.  Each Share issued or subject to
issuance out of the Fungible Pool Limit on or after the Restatement Effective
Date under a Full-Value Award shall be counted against the Fungible Pool Limit
as 1.66 Fungible Pool Units.  Options and
Share Appreciation Rights for Shares subject to issuance out of the Fungible
Pool Limit on or after the Restatement Effective Date shall be counted against
the Fungible Pool Limit as 1.0 Fungible Pool Unit.  (For these purposes, the number of Shares
taken into account with respect to a Share Appreciation Right shall be the
number of Shares underlying the Share Appreciation Rights at grant (i.e., not the
final number of Shares delivered upon exercise of the Share Appreciation
Rights).)  Notwithstanding the foregoing
and subject to adjustment as provided in Section 4(d), for any
calendar year, no Participant may receive Awards for Fungible Share Units in
excess of 1,000,000 Fungible Share Units, provided that such limit shall not
apply to Awards granted in 2010 before the Restatement Effective Date.


 


(b)             Effect of the
Expiration or Termination of Awards; Other Adjustments to Fungible Pool Limit.


 


(i)            Shares that have been
granted on or after the Restatement Effective Date but are later forfeited or
for any other reason are not payable under the Plan may again be made the
subject of Awards under the Plan, and shall be restored to the Fungible Pool
Limit on the same basis as offset under the rules stated in Section 4(a).
All other Shares that have been granted but are later forfeited or for any
other reason are not payable under the Plan may again be made the subject of
Awards under the Plan, and shall be restored to the Fungible Pool Limit on a
one-for-one basis.


 


(ii)           If the Company withholds
Shares to satisfy tax withholding requirements in connection with the exercise,
vesting or payment of an award, other awards may not be granted covering the
Shares so withheld to satisfy the tax withholding requirement.  If a Participant exercises an Option covering
Shares via the delivery of Shares to pay the option exercise price or a
Participant exercises an SAR that is settled in Shares, other awards may not be
granted with respect to the total number of Shares with respect to which such
exercise applies, including those not delivered because of the net share
settlement of the award.


 


(c)             Additional
Limitation.  At the end
of 2012, the Three-Year Average Annual Rate shall not exceed the Target
Rate.  For the avoidance of doubt, the
Annual Rate in


 


9

















 


any
one year during such three-year period may exceed the Target Rate, provided that the Three-Year Average
Annual Rate does not exceed the Target Rate.


 


(d)             Adjustments.  In the event that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares,
then the Board will in an equitable and proportionate manner (and, as
applicable, in such manner as is consistent with Sections 422 and 409A of
the Code and the regulations thereunder and with Section 162(m)) either: (i) adjust
any or all of (1) the aggregate number of Shares or other securities of
the Company (or number and kind of other securities or property) with respect
to which Awards may be granted under the Plan; (2) the number of Shares or
other securities of the Company (or number and kind of other securities or
property) subject to outstanding Awards under the Plan, provided that the
number of shares subject to any Award shall always be a whole number; (3) the
grant or exercise price with respect to any Award under the Plan; and (4) the
limits on the number of Shares that may be granted to Participants under the
Plan in any calendar year; (ii) provide for an equivalent award in respect
of securities of the surviving entity of any merger, consolidation or other
transaction or event having a similar effect; or (iii)  make provision for
a cash payment to the holder of an outstanding Award.


 


(e)             Substitute
Awards.  Any Shares issued by the Company as
Substitute Awards in connection with the assumption or substitution of
outstanding grants from any acquired corporation shall not reduce the Shares
available for Awards under the Plan.


 


(f)              Sources of
Shares Deliverable Under Awards.  Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of issued Shares which have been reacquired by the Company.


 


Section 5.              Eligibility.  Any
Employee, Trustee or Consultant shall be eligible to be designated a
Participant; provided, however, that Non-Employee Trustees shall only be
eligible to receive Awards granted consistent with Section 10.


 


Section 6.              Stock Options And Share Appreciation Rights.


 


(a)             Grant.  Subject to the provisions of
the Plan including, without limitation, Section 3(c) above and
other applicable legal requirements, the Board shall have sole and complete
authority to determine the Participants to whom Options and SARs shall be
granted, the number of Shares subject to each Award, the exercise price and the
conditions and limitations applicable to the exercise of each Option and SAR.  An Option may be granted with or without a
related SAR.  A SAR may be granted with
or without a related Option.  The Board
shall have the authority to grant Incentive Stock Options, and to grant
Non-Qualified Stock Options.  In the case
of Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with Section 422 of the Code, as from time to time
amended, and any regulations implementing such statute.  A person who has been granted an Option or
SAR under this Plan may be granted additional Options or SARs under the Plan if
the Board shall so determine;


 


10

















 


provided,
however, that to the extent the aggregate Fair Market Value (determined at the
time the Incentive Stock Option is granted) of the Shares with respect to which
all Incentive Stock Options are exercisable for the first time by an Employee
during any calendar year (under all plans described in Section 422(d) of
the Code of the Employee’s employer corporation and its parent and
Subsidiaries) exceeds $100,000, such Options shall be treated as Non-Qualified
Stock Options.


 


(b)             Price.  The Board in its sole
discretion shall establish the Option Price at the time each Option is
granted.  Except in the case of Substitute
Awards, the Option Price of an Option may not be less than one hundred percent
(100%) of the Fair Market Value of the Shares with respect to which the Option
is granted on the date of grant of such Option. 
Notwithstanding the foregoing and except as permitted by the provisions
of Section 4(c) and Section 14, the Board shall
not have the power to (i) amend the terms of previously granted Options to
reduce the Option Price of such Options, or (ii) cancel such Options and
grant substitute Options with a lower Option Price than the cancelled
Options.  Except with respect to
Substitute Awards, SARs may not be granted at a price less than the Fair Market
Value of a Share on the date of grant.


 


(c)             Term.  Subject to the Board’s
authority under Section 3(a) and the provisions of Section 6(e),
each Option and SAR and all rights and obligations thereunder shall expire on
the date determined by the Board and specified in the Award Agreement.  The Board shall be under no duty to provide
terms of like duration for Options or SARs granted under the Plan.  Notwithstanding the foregoing, no Option or
SAR shall be exercisable after the expiration of ten (10) years from the
date such Option or SAR was granted.


 


(d)             Exercise.


 


(i)            Each Option and SAR shall be
exercisable at such times and subject to such terms and conditions as the Board
may, in its sole discretion, specify in the applicable Award Agreement or
thereafter.  The Board shall have full
and complete authority to determine, subject to Section 6(e),
whether an Option or SAR will be exercisable in full at any time or from time
to time during the term of the Option or SAR, or to provide for the exercise
thereof in such installments, upon the occurrence of such events and at such
times during the term of the Option or SAR as the Board may determine.


 


(ii)           The Board may impose such
conditions with respect to the exercise of Options, including without
limitation, any relating to the application of federal, state or foreign
securities laws or the Code, as it may deem necessary or advisable.  The exercise of any Option granted pursuant
to this Plan shall be effective only at such time as the sale of Shares
pursuant to such exercise will not violate any state or federal securities or
other laws.


 


(iii)          An Option or SAR may be
exercised in whole or in part at any time, with respect to whole Shares only,
within the period permitted thereunder for the exercise thereof, and shall be
exercised by written notice of intent to exercise the Option or SAR, delivered
to the Company at its principal office, and payment in full to the


 


11

















 


Company at the direction of
the Board of the amount of the Option Price for the number of Shares with
respect to which the Option is then being exercised.


 


(iv)          Payment of the Option Price
shall be made in cash or cash equivalents, or, at the discretion of the Board, (A) by
transfer, either actually or by attestation, to the Company of Shares that have
been held by the Participant for at least six (6) months (or such lesser
period as may be permitted by the Board), valued at the Fair Market Value of
such Shares on the date of exercise (or next succeeding trading date, if the
date of exercise is not a trading date), together with any applicable
withholding taxes, such transfer to be upon such terms and conditions as
determined by the Board, or (B) by a combination of such cash (or cash
equivalents) and such Shares; provided, however, that the optionee shall not be
entitled to tender Shares pursuant to successive, substantially simultaneous
exercises of an Option or any other stock option of the Company.  Subject to applicable securities laws, an
Option may also be exercised by delivering a notice of exercise of the Option and
simultaneously selling the Shares thereby acquired, pursuant to a brokerage or
similar agreement approved in advance by proper officers of the Company, using
the proceeds of such sale as payment of the Option Price, together with any
applicable withholding taxes.  Until the
optionee has been issued the Shares subject to such exercise, he or she shall
possess no rights as a shareholder with respect to such Shares.


 


(v)           At the Board’s discretion,
the amount payable as a result of the exercise of an SAR may be settled in
cash, Shares or a combination of cash and Shares.  A fractional Share shall not be deliverable
upon the exercise of a SAR but a cash payment will be made in lieu thereof.


 


(e)             Ten Percent
Stock Rule. 
Notwithstanding any other provisions in the Plan, if at the time an
Option is otherwise to be granted pursuant to the Plan, the optionee or rights
holder owns directly or indirectly (within the meaning of Section 424(d) of
the Code) Shares of the Company possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or its
parent or Subsidiary or Affiliate corporations (within the meaning of Section 422(b)(6) of
the Code), then any Incentive Stock Option to be granted to such optionee or
rights holder pursuant to the Plan shall satisfy the requirement of Section 422(c)(5) of
the Code, and the Option Price shall be not less than one hundred ten percent
(110%) of the Fair Market Value of the Shares of the Company, and such
Incentive Stock Option by its terms shall not be exercisable after the
expiration of five (5) years from the date such Incentive Stock Option is
granted.


 


Section 7.              Restricted Shares And Restricted Share Units.


 


(a)             Grant.


 


(i)            Subject to the provisions of
the Plan and other applicable legal requirements, the Board shall have sole and
complete authority to determine the Participants to whom Restricted Shares and
Restricted Share Units shall be granted, the number of Restricted Shares and/or
the number of Restricted Share Units to be granted to each Participant, the
duration of the period during which, and the conditions under which,


 


12

















 


the Restricted Shares and
Restricted Share Units may be forfeited to the Company, and the other terms and
conditions of such Awards.  The Restricted
Share and Restricted Share Unit Awards shall be evidenced by Award Agreements
in such form as the Board shall from time to time approve, which agreements
shall comply with and be subject to the terms and conditions of this Plan and
any additional terms and conditions established by the Board that are
consistent with the terms of the Plan.


 


(ii)           Each Restricted Share and
Restricted Share Unit Award made under the Plan shall be for such number of
Shares as shall be determined by the Board and set forth in the Award Agreement
containing the terms of such Restricted Share or Restricted Share Unit
Award.  Such agreement shall set forth a
period of time during which the Participant must remain in the continuous employment
of the Company in order for the forfeiture and transfer restrictions to
lapse.  If the Board so determines, the
restrictions may lapse during such restricted period in installments with
respect to specified portions of the Shares covered by the Restricted Share or
Restricted Share Unit Award.  The Award
Agreement may also, in the discretion of the Board, set forth performance or
other conditions that will subject the Shares to forfeiture and transfer
restrictions.  The Board may, at its
discretion, waive all or any part of the restrictions applicable to any or all
outstanding Restricted Share and Restricted Share Unit Awards.


 


(b)             Delivery of
Shares and Transfer Restrictions.  At the time of a Restricted
Share Award, a certificate representing the number of Shares awarded thereunder
shall be registered in the name of the Participant.  Such certificate shall be held by the Company
or any custodian appointed by the Company for the account of the Participant
subject to the terms and conditions of the Plan, and shall bear such a legend
setting forth the restrictions imposed thereon as the Board, in its discretion,
may determine.  The applicable Award
Agreement will specify whether a Participant has the right to receive dividends
with respect to the Restricted Shares prior to the lapsing of transfer
restrictions. Unless otherwise provided in the applicable Award Agreement, the
grantee shall have all other rights of a shareholder with respect to the
Restricted Shares, including the right to vote such Shares, subject to the
following restrictions: (i) the Participant shall not be entitled to
delivery of the stock certificate until the expiration of the restricted period
and the fulfillment of any other restrictive conditions set forth in the Award
Agreement with respect to such Shares; (ii) none of the Shares may be
sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or
disposed of during such restricted period or until after the fulfillment of any
such other restrictive conditions; and (iii) except as otherwise
determined by the Board at or after grant, all of the Shares shall be forfeited
and all rights of the Participant to such Shares shall terminate, without
further obligation on the part of the Company, unless the grantee remains in
the continuous employment of the Company for the entire restricted period in
relation to which such Shares were granted and unless any other restrictive
conditions relating to the Restricted Share Award are met.  Unless otherwise provided in the applicable Award
Agreement, any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Shares
subject to Restricted Share Awards shall be subject to the same restrictions,
terms and conditions as such Restricted Shares.


 


(c)             Termination of
Restrictions. 
At the end of the restricted period and provided that any other
restrictive conditions of the Restricted Share Award are met, or at such


 


13

















 


earlier
time as otherwise determined by the Board, all restrictions set forth in the
Award Agreement relating to the Restricted Share Award or in the Plan shall
lapse as to the Restricted Shares subject thereto, and a stock certificate for
the appropriate number of Shares, free of the restrictions and restricted stock
legend, shall be delivered to the Participant or the Participant’s beneficiary
or estate, as the case may be.


 


(d)             Payment of
Restricted Share Units.  Each Restricted Share Unit
shall have a value equal to the Fair Market Value of a Share.  Restricted Share Units shall be paid in cash,
Shares, other securities or other property, as determined in the sole
discretion of the Board, upon the lapse of the restrictions applicable thereto,
or otherwise in accordance with the applicable Award Agreement.  The applicable Award Agreement will specify
whether a Participant will be entitled to receive dividend rights in respect of
Restricted Share Units at the time of any payment of dividends to shareholders
on Shares.  If the applicable Award
Agreement specifies that a Participant will be entitled to receive dividend
rights, (i) the amount of any such dividend right shall equal the amount
that would be payable to the Participant as a shareholder in respect of a
number of Shares equal to the number of Restricted Share Units then credited to
the Participant, (ii) any such dividend right shall be paid in accordance
with the Company’s payment practices as may be established from time to time
and as of the date on which such dividend would have been payable in respect of
outstanding Shares, and (iii) the applicable Award Agreement will specify
whether dividend equivalents shall be paid in respect of Restricted Share Units
that are not yet vested.  Except as
otherwise determined by the Board at or after grant, Restricted Share Units may
not be sold, assigned, transferred, pledged, hypothecated or otherwise
encumbered or disposed of, and all Restricted Share Units and all rights of the
grantee to such Restricted Share Units shall terminate, without further obligation
on the part of the Company, unless the Participant remains in continuous
employment of the Company for the entire restricted period in relation to which
such Restricted Share Units were granted and unless any other restrictive
conditions relating to the Restricted Share Unit Award are met.


 


Section 8.              Performance Awards.


 


(a)             Grant.  The Board shall have sole
and complete authority to determine the Participants who shall receive a
Performance Award, which shall consist of a right that is (i) denominated
in cash or Shares (including but not limited to Restricted Shares and
Restricted Share Units), (ii) valued, as determined by the Board, in
accordance with the achievement of such performance goals during such
performance periods as the Board shall establish, and (iii) payable at
such time and in such form as the Board shall determine.


 


(b)             Terms and
Conditions. 
Subject to the terms of the Plan and any applicable Award Agreement,
the Board shall determine the performance goals to be achieved during any performance
period, the length of any performance period, the amount of any Performance
Award and the amount and kind of any payment or transfer to be made pursuant to
any Performance Award, and may amend specific provisions of the Performance
Award; provided, however, that such amendment may not adversely affect existing
Performance Awards made within a performance period commencing prior to
implementation of the amendment.


 


(c)             Payment of
Performance Awards.  Performance Awards may be
paid in a lump sum or in installments following the close of the performance
period or, in accordance with


 


14

















 


the
procedures established by the Board, on a deferred basis.  Termination of employment prior to the end of
any performance period, other than for reasons of death or Disability, will
result in the forfeiture of the Performance Award, and no payments will be
made.  A Participant’s rights to any
Performance Award may not be sold, assigned, transferred, pledged, hypothecated
or otherwise encumbered or disposed of in any manner, except by will or the
laws of descent and distribution, and/or except as the Board may determine at
or after grant.


 


Section 9.              Other Share-Based Awards.  The Board shall have the authority to determine
the Participants who shall receive an Other Share-Based Award, which shall
consist of any right that is (i) not an Award described in Section 6
or Section 7 above and (ii) an Award of Shares or an Award
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as deemed by the Board to be consistent
with the purposes of the Plan.  Subject
to the terms of the Plan and any applicable Award Agreement, the Board shall
determine the terms and conditions of any such Other Share-Based Award.


 


Section 10.            Non-Employee Trustee Awards.  The Board may provide that all or a portion
of a Non-Employee Trustee’s annual retainer, meeting fees and/or other awards
or compensation as determined by the Board, be payable (either automatically or
at the election of a Non-Employee Trustee) in the form of Non-Qualified Stock
Options, Restricted Shares, Restricted Share Units and/or Other Share-Based
Awards, including unrestricted Shares. 
The Board shall determine the terms and conditions of any such Awards,
including the terms and conditions which shall apply upon a termination of the
Non-Employee Trustee’s service as a member of the Board, and shall have full
power and authority in its discretion to administer such Awards, subject to the
terms of the Plan and applicable law. 
Subject to applicable legal requirements, the Board may also grant
Awards to Non-Employee Trustees pursuant to the terms of the Plan, including
any Award described in Section 6, Section 7 or Section 9
above.


 


Section 11.            Provisions Applicable To Covered Officers And Performance Awards.


 


(a)              Notwithstanding
anything in the Plan to the contrary, unless the Board determines that a
Performance Award to be granted to a Covered Officer should not qualify as “performance-based
compensation” for purposes of Section 162(m), Performance Awards granted
to Covered Officers shall be subject to the terms and provisions of this Section 11.  Accordingly, unless otherwise determined by
the Board, if any provision of the Plan or any Award Agreement relating to such
an Award does not comply or is inconsistent with Section 162(m), such
provision shall be construed or deemed amended to the extent necessary to
conform to such requirements, and no provision shall be deemed to confer upon
the Board discretion to increase the amount of compensation otherwise payable
to a Covered Officer in connection with any such Award upon the attainment of
the performance criteria established by the Board.


 


(b)             The Board may
grant Performance Awards to Covered Officers based solely upon the attainment
of performance targets related to one or more performance goals selected by the
Board from among the goals specified below. 
For the purposes of this Section 11, performance goals shall
be limited to one or more of the following Company, Subsidiary, operating unit,
business segment or division financial performance measures:


 


15
















 


(i)            Funds from Operations or
Adjusted Funds from Operations;


 


(ii)           operating income or profit;


 


(iii)          operating efficiencies;


 


(iv)          return on equity, assets,
capital, capital employed or investment;


 


(v)           net income;


 


(vi)          earnings per share;


 


(vii)         utilization;


 


(viii)        gross profit;


 


(ix)          stock price or total
shareholder return;


 


(x)           net asset growth;


 


(xi)          debt reduction;


 


(xii)         strategic business
objectives, consisting of one or more objectives based on meeting specified
cost targets, business expansion goals and goals relating to acquisitions or
divestitures; or


 


(xiii)        any combination thereof.


 


Each goal may be expressed on an absolute
and/or relative basis, may be based on or otherwise employ comparisons based on
internal targets, the past performance of the Company or any Subsidiary,
operating unit, business segment or division of the Company and/or the past or
current performance of other companies, and in the case of earnings-based
measures, may use or employ comparisons relating to capital, shareholders’
equity and/or Shares outstanding, or to assets or net assets.  The Board may appropriately adjust any
evaluation of performance under criteria set forth in this Section 11(b) to
exclude any of the following events that occurs during a performance period:  (i) asset write-downs, (ii) litigation
or claim judgments or settlements, (iii) the effect of changes in tax law,
accounting principles or other such laws or provisions affecting reported
results, (iv) accruals for reorganization and restructuring programs and (v) any
extraordinary non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in management’s discussion and analysis of financial
condition and results of operations appearing in the Company’s annual report to
shareholders for the applicable year.


 


(c)              To the extent
necessary to comply with Section 162(m), with respect to grants of
Performance Awards, no later than 90 days following the commencement of
each performance period (or such other time as may be required or permitted by Section 162(m) of
the Code), the Board shall, in writing, (1) select the performance goal or
goals applicable to the performance period, (2) establish the various
targets and bonus amounts which may be earned for such performance period, and (3) specify
the relationship between performance goals and


 


16

















 


targets
and the amounts to be earned by each Covered Officer for such performance
period.  Following the completion of each
performance period, the Board shall certify in writing whether the applicable
performance targets have been achieved and the amounts, if any, payable to
Covered Officers for such performance period. 
In determining the amount earned by a Covered Officer for a given performance
period, subject to any applicable Award Agreement, the Board shall have the
right to reduce (but not increase) the amount payable at a given level of
performance to take into account additional factors that the Board may deem
relevant in its sole discretion to the assessment of individual or corporate
performance for the performance period.


 


Section 12.            Termination Of Employment.  The Board shall have the full power and
authority to determine the terms and conditions that shall apply to any Award
upon a termination of employment with the Company, its Subsidiaries and
Affiliates, including a termination by the Company with or without Cause, by a
Participant voluntarily, or by reason of death, Disability or Retirement, and
may provide such terms and conditions in the Award Agreement or in such rules and
regulations as it may prescribe.


 


Section 13.            Change In Control.  The Board may specify in the applicable Award
Agreement at or after grant, or otherwise by resolution prior to a Change in
Control, that all or a portion of the outstanding Awards shall vest, become
immediately exercisable or payable and have all restrictions lifted upon a
Change in Control.


 


Section 14.            Amendment And Termination.


 


(a)              Amendments to
the Plan. 
The Board may amend, alter, suspend, discontinue or terminate the Plan
or any portion thereof at any time; provided that no such amendment,
alteration, suspension, discontinuation or termination shall be made without
shareholder approval if such approval is necessary to comply with any tax or
regulatory requirement for which or with which the Board deems it necessary or
desirable to comply, and provided further, that no amendment that shall
increase the Fungible Share Pool shall be effective unless such increase has
been approved by the Company’s shareholders as and to the extent required by
the listing standards of the New York Stock Exchange.


 


(b)             Amendments to
Awards. 
Subject to the restrictions of Section 6(b), the Board may
waive any conditions or rights under, amend any terms of or alter, suspend,
discontinue, cancel or terminate, any Award theretofore granted, prospectively
or retroactively; provided that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would materially
and adversely affect the rights of any Participant or any holder or beneficiary
of any Award theretofore granted shall not to that extent be effective without
the consent of the affected Participant, holder or beneficiary.


 


(c)              Adjustments of
Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.  The Board is hereby
authorized to make equitable and proportionate adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (and shall make such adjustments for events described in
Section 4(c)) affecting the Company, any Subsidiary or Affiliate,
or the financial statements of the Company or any Subsidiary or Affiliate, or
of changes in applicable laws, regulations or accounting principles.


 


17

















 


(d)             Section 409A
Compliance.  No Award
(or modification thereof) shall provide for deferral of compensation that does
not comply with Section 409A of the Code unless the Board, at the time of
grant, specifically provides that the Award is not intended to comply with Section 409A
of the Code.  Notwithstanding any
provision of this Plan to the contrary, if one or more of the payments or
benefits received or to be received by a Participant pursuant to an Award would
cause the Participant to incur any additional tax or interest under Section 409A
of the Code, the Board may reform such provision to maintain to the maximum
extent practicable the original intent of the applicable provision without
violating the provisions of Section 409A of the Code.


 


Section 15.            General Provisions.


 


(a)              Limited
Transferability of Awards. Except as
otherwise provided in the Plan, no Award shall be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant, except
by will or the laws of descent and distribution.  No transfer of an Award by will or by laws of
descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Board may deem
necessary or appropriate to establish the validity of the transfer.  If authorized in the applicable Award
Agreement, a Participant may transfer, “not for value”, all or part of an
Option that is not an Incentive Stock Option to any Family Member. For the
purpose of this Section 15(a), a “not for value” transfer is a
transfer that is (i) a gift; (ii) a transfer under a domestic
relations order in settlement of marital property rights; or (iii) a
transfer to an entity in which more than fifty percent (50%) of the voting
interests are owned by Family Members (or the Participant) in exchange for an
interest in that entity. Following a transfer under this Section 15(a),
any such Option shall continue to be subject to the same terms and conditions
as were applicable immediately prior to transfer. Subsequent transfers of
transferred Options are prohibited except to Family Members of the original
Participant in accordance with this Section 15(a) or by will
or the laws of descent and distribution. Notwithstanding any transfer permitted
by this Section 15(a), such Options shall remain subject to any
vesting, forfeiture or other requirements set forth in the Award Agreement.


 


(b)             Dividend
Equivalents. 
In the sole and complete discretion of the Board, a Full-Value Award
may provide the Participant with dividends or dividend equivalents, payable in
cash, Shares, other securities or other property on a current or deferred
basis.  All dividend or dividend
equivalents which are not paid currently may, at the Board’s discretion, accrue
interest, be reinvested into additional Shares, or, in the case of dividends or
dividend equivalents credited in connection with a Full-Value Award that is a
Performance Award, be credited as additional Performance Awards and paid to the
Participant if and when, and to the extent that, payment is made pursuant to
such Award.  The total number of Shares
available for grant under Section 4 shall not be reduced to reflect
any dividends or dividend equivalents that are reinvested into additional
Shares or credited as Performance Awards.


 


(c)              No Rights to
Awards. 
No Person shall have any claim to be granted any Award, and there is no
obligation for uniformity of treatment of Participants or holders or
beneficiaries of Awards.  The terms and
conditions of Awards need not be the same with respect to each Participant.


 


18

















 


(d)             Share
Certificates. 
All certificates for Shares or other securities of the Company or any
Subsidiary or Affiliate delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Board may deem advisable under the Plan or the rules,
regulations and other requirements of the SEC or any state securities
commission or regulatory authority, any stock exchange or other market upon
which such Shares or other securities are then listed, and any applicable
Federal or state laws, and the Board may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions.


 


(e)              Withholding.  A Participant may be
required to pay to the Company or any Subsidiary or Affiliate and the Company or
any Subsidiary or Affiliate shall have the right and is hereby authorized to
withhold from any Award, from any payment due or transfer made under any Award
or under the Plan, or from any compensation or other amount owing to a
Participant the amount (in cash, Shares, other securities, other Awards or
other property) of any applicable withholding or other tax-related obligations
in respect of an Award, its exercise or any other transaction involving an
Award, or any payment or transfer under an Award or under the Plan and to take
such other action as may be necessary in the opinion of the Company to satisfy
all obligations for the payment of such taxes. 
The Board may provide for additional cash payments to holders of Options
to defray or offset any tax arising from the grant, vesting, exercise or
payment of any Award.


 


(f)              Award
Agreements. 
Each Award shall be evidenced by an Award Agreement that shall be
delivered to the Participant and may specify the terms and conditions of the
Award and any rules applicable thereto. 
In the event of a conflict between the terms of the Plan and any Award
Agreement, the terms of the Plan shall prevail. 
The Board shall, subject to applicable law, determine the date an Award
is deemed to be granted.  The Board or,
except to the extent prohibited under applicable law, its delegate(s) may
establish the terms of agreements or other documents evidencing Awards under
this Plan and may, but need not, require as a condition to any such agreement’s
or document’s effectiveness that such agreement or document be executed by the
Participant, including by electronic signature or other electronic indication
of acceptance, and that such Participant agree to such further terms and
conditions as specified in such agreement or document.  The grant of an Award under this Plan shall
not confer any rights upon the Participant holding such Award other than such
terms, and subject to such conditions, as are specified in this Plan as being
applicable to such type of Award (or to all Awards) or as are expressly set
forth in the agreement or other document evidencing such Award.


 


(g)             No Limit on
Other Compensation Arrangements.  Nothing contained in the
Plan shall prevent the Company or any Subsidiary or Affiliate from adopting or
continuing in effect other compensation arrangements, which may, but need not,
provide for the grant of Options, Restricted Shares, Restricted Share Units,
Other Share-Based Awards or other types of Awards.


 


(h)             No Right to
Employment. 
The grant of an Award shall not be construed as giving a Participant
the right to be retained in the employ of the Company or any Subsidiary or
Affiliate.  Further, the Company or a
Subsidiary or Affiliate may at any time dismiss a Participant from employment,
free from any liability or any claim under the Plan, unless otherwise expressly
provided in an Award Agreement.


 


19

















 


(i)               No Rights as
Shareholder. 
Subject to the provisions of the Plan and the applicable Award
Agreement, no Participant or holder or beneficiary of any Award shall have any
rights as a shareholder with respect to any Shares to be distributed under the
Plan until such person has become a holder of such Shares.  Notwithstanding the foregoing, in connection
with each grant of Restricted Shares, the applicable Award Agreement shall
specify if and to what extent the Participant shall not be entitled to the
rights of a shareholder in respect of such Restricted Shares.


 


(j)               Governing Law.  The validity, construction
and effect of the Plan and any rules and regulations relating to the Plan
and any Award Agreement shall be determined in accordance with the laws of the
State of Maryland without giving effect to conflicts of laws principles.


 


(k)              Severability.  If any provision of the Plan
or any Award is, or becomes, or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or as to any Person or Award, or would
disqualify the Plan or any Award under any law deemed applicable by the Board,
such provision shall be construed or deemed amended to conform to the
applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Board, materially altering the intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction, Person or
Award and the remainder of the Plan and any such Award shall remain in full
force and effect.


 


(l)               Other Laws.  The Board may refuse to
issue or transfer any Shares or other consideration under an Award if, acting
in its sole discretion, it determines that the issuance or transfer of such
Shares or such other consideration might violate any applicable law or
regulation (including applicable non-U.S. laws or regulations) or entitle the
Company to recover the same under Exchange Act Section 16(b), and any
payment tendered to the Company by a Participant, other holder or beneficiary
in connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.


 


(m)             No Trust or
Fund Created. 
Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company or any Subsidiary or Affiliate and a Participant or any other
Person.  To the extent that any Person
acquires a right to receive payments from the Company or any Subsidiary or
Affiliate pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company or any Subsidiary or
Affiliate.


 


(n)             No Fractional
Shares. 
No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award, and the Board shall determine whether cash, other securities or
other property shall be paid or transferred in lieu of any fractional Shares or
whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated.


 


(o)             Headings.  Headings are given to the
sections and subsections of the Plan solely as a convenience to facilitate
reference.  Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.


 


20

















 


Section 16.            Term Of The Plan.


 


(a)              Effective Date.  The Plan initially became
effective as of May 8, 2007 following approval by the Board and by the
Company’s shareholders.  The Plan has
been amended and restated effective as of June 2, 2010 (the “Restatement
Effective Date”) following approval by the Board and by the Company’s
shareholders.


 


(b)             Expiration Date.  No new Awards shall be
granted under the Plan after the tenth anniversary of the Restatement Effective
Date.  Unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award may, and
the authority of the Board or the Board to amend, alter, adjust, suspend,
discontinue or terminate any such Award or to waive any conditions or rights
under any such Award shall, continue after the tenth anniversary of the
Restatement Effective Date.


 


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