tfoc8ka03202009ex10-1.htm


    


      THE
AMENDED AND RESTATED INCENTIVE AWARD PLAN

       

      OF

       

      TANGER
FACTORY OUTLET CENTERS, INC. AND

       

      TANGER
PROPERTIES LIMITED PARTNERSHIP

       

      


      Tanger Factory Outlet Centers, Inc., a
corporation organized under the laws of the state of North Carolina (the
“Company”), adopted the Stock Option Plan for Directors and Executive and Key
Employees of Tanger Factory Outlet Centers, Inc., (the “Plan”) on May 28,
1993.  The Plan has subsequently been amended from time to
time.  Tanger Properties Limited Partnership, a partnership organized
under the laws of the state of North Carolina (the “Partnership”) adopted the
Partnership Unit Option Plan for Employees of Tanger Properties Limited
Partnership (the “Unit Option Plan”) on May 28, 1993, which plan has also
subsequently been amended from time to time.  In order to conform the
Plan document to such amendments, to further amend the Plan in certain respects,
and to merge the Unit Option Plan into the Plan, the Plan was amended, restated
and renamed and adopted by the Company and the Partnership, effective as of May
14, 2004.  Such Amended and Restated Incentive Award Plan of Tanger
Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership
constituted a complete amendment and restatement of the Plan in its entirety and
a continuation of the Plan.  The Plan also serves as the successor to
the Unit Option Plan and no further options have been granted under the Unit
Option Plan since May 14, 2004.  All options outstanding under the
Unit Option Plan on May 14, 2004 have been and, to the extent applicable, shall
continue to be treated as outstanding options under the
Plan.  However, each outstanding option so incorporated has been and
shall hereafter continue to be governed solely by the terms of the documents
evidencing such option, and no provision of the Plan has been or shall be deemed
to affect or otherwise modify the rights or obligations of the holders of such
incorporated options with respect to their acquisition of Units or Common
Shares.  In light of Section 409A of the Code and Department of
Treasury regulations and other interpretive guidance issued thereunder
(including, without limitation, any such regulations or other guidance issued
after the effective date of the amendment and restatement of the Plan)
(collectively, “Section 409A”), the
Company and the Partnership amended and restated the Plan, effective as of
December 29, 2008.

      


      The
purposes of this Plan are as follows:

      


      (1) 
To further the growth, development and financial success of the Company and the
Partnership by providing additional incentives to directors and employees of the
Company, the Partnership and their subsidiaries, who have been or will be given
responsibility for the management or administration of the Company’s business
affairs, by assisting them to become owners of the Company’s Common Shares and
thus to benefit directly from such growth, development and financial
success.

      


      (2) 
To enable the Company, the Partnership and their subsidiaries to obtain and
retain the services of the types of professional, technical and managerial
employees and directors considered essential to the long range success of the
Company by providing and offering them an opportunity to own Common Shares
and/or rights which will reflect the growth, development and financial success
of the Company.

      


      This Plan is intended to comply with
all applicable law, including the requirements of Section 409A and shall be
operated and interpreted in accordance with this intention.  This Plan
has been operated in reasonable good faith compliance with Section 409A (within
the meaning of Internal Revenue Service Notices 2005-1, 2006-79 and 2007-86)
during the period beginning on January 1, 2005 and ending on the effective date
of this amendment and restatement of the Plan.

      


      ARTICLE
I.

       

      DEFINITIONS

       

      Wherever the following terms are used
in this Plan they shall have the meanings specified below, unless the context
clearly indicates otherwise.  The masculine pronoun shall include the
feminine and neuter and the singular shall include the plural, where the context
so indicates.

      


      
        	
                Section
      1.1                        

              	
                Administrator

              


      

       

      “Administrator” shall mean the entity
that conducts the general administration of the Plan as provided
herein.  With reference to the administration of the Plan with respect
to 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      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 9.2.

      


      
        	
                Section
      1.2                        

              	
                Award

              


      

       

      “Award” shall mean an Option, a
Restricted Share award, a Performance Award, a Deferred Share award or a Share
Payment award which may be awarded or granted under the Plan (collectively,
“Awards”).

      


      
        	
                Section
      1.3                        

              	
                Award
      Agreement

              


      

       

      “Award Agreement” shall mean a written
agreement executed by an authorized officer of the Company, the Partnership or a
Subsidiary, as applicable, and the Holder which shall contain such terms and
conditions with respect to an Award as the Administrator shall determine,
consistent with the Plan.

      


      
        	
                Section
      1.4                        

              	
                Award
      Limit

              


      

       

      “Award Limit” shall mean (a) with
respect to Options, 360,000 Common Shares (which reflects the 2 for 1 share
split on Common Shares declared by the Board on November 29, 2004 pursuant to
which such number of Common Shares was adjusted from 180,000 to 360,000);
(b) with respect to Performance Awards, $1,000,000; and (c) with respect to
all other Awards, 120,000 Common Shares (which reflects the 2 for 1 share split
on Common Shares declared by the Board on November 29, 2004 pursuant to which
such number of Common Shares was adjusted from 60,000 to 120,000), in each case
as adjusted pursuant to Section 10.3.

      


      
        	
                Section
      1.5                        

              	
                Board

              


      

       

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

      


      
        	
                Section
      1.6                        

              	
                Change
      in Control

              


      

       

      “Change in Control” shall
mean:

       

          (a) The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the
then outstanding Common Shares (the “Outstanding Common Shares”) or (ii) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change in
Control:  (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation pursuant to
a transaction which complies with clauses (i), (ii) and (iii) of subsection (c)
of this Section 1.6; or

       

      (b) Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or

       

      (c) Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company or the acquisition of assets
of another corporation (a “Business Combination”), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Common Shares and Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      directly
or indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding
Common Shares and Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

       

      (d) Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.

       

      For
purposes of this Plan, the Partnership Units shall be treated as, and aggregated
with, the Common Shares and/or the Outstanding Company Voting Securities to the
extent such Partnership Units are convertible into Common Shares or voting
securities, respectively.

      


      Section
1.7                           
           Code

       

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

      


      
        	
                Section
      1.8                        

              	
                Committee

              


      

       

      “Committee” shall mean the Share and
Unit Option Committee of the Board, appointed as provided in Section
9.1.

      


      
        	
                Section
      1.9                        

              	
                Common
      Shares

              


      

       

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

      


      
        	
                Section
      1.10                                  

              	
                Company

              


      

       

      “Company”
shall mean Tanger Factory Outlet Centers, Inc., a North Carolina
corporation.

      


      
        	
                Section
      1.11                                  

              	
                Company
      Employee

              


      

       

      “Company Employee” shall mean any
employee (as defined in accordance with Section 3401(c) of the Code) of the
Company or of any Company Subsidiary.

      


      
        	
                Section
      1.12                                  

              	
                Company
      Subsidiary

              


      

       

      “Company Subsidiary” shall mean (i) a
corporation, association or other business entity of which 50% or more of the
total combined voting power of all classes of capital stock is owned, directly
or indirectly, by the Company or by one or more Company Subsidiaries or by the
Company and one or more Company Subsidiaries, (ii) any partnership or limited
liability company of which 50% or more of the capital and profits interests is
owned, directly or indirectly, by the Company or by one or more Company
Subsidiaries or by the Company and one or more Company Subsidiaries, and (iii)
any other entity not described in clauses (i) or (ii) above of which 50% or more
of the ownership and the power, pursuant to a written 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      contract
or agreement, to direct the policies and management or the financial and other
affairs thereof, are owned or controlled by the Company or by one or more other
Company Subsidiaries or by the Company and one or more Company Subsidiaries;
provided, however, that
“Company Subsidiary” shall not include the Partnership or any Partnership
Subsidiary.

      


      
        	
                Section
      1.13                                  

              	
                Deferred
      Shares

              


      

       

      “Deferred Shares” shall mean Common
Shares awarded under Article VIII of the Plan.

      


      
        	
                Section
      1.14                                  

              	
                Director

              


      

       

      “Director” shall mean a member of the
Board.

      


      
        	
                Section
      1.15                                  

              	
                Employee

              


      

       

      “Employee” shall mean any Company
Employee or Partnership Employee.

      


      
        	
                Section
      1.16                                  

              	
                Exchange
      Act

              


      

       

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

      


      
        	
                Section
      1.17                                  

              	
                Fair
      Market Value

              


      

       

      “Fair Market Value” of a Common Share
as of a given date shall be (i) the closing price of the Common Shares, on the
principal exchange on which Common Shares are trading, on the trading day
previous to such date, or, if Common Shares were not traded on the day previous
to such date, then on the next preceding trading day during which a sale
occurred; (ii) if such Common Shares are not traded on an exchange but are
quoted on Nasdaq or a successor quotation system, (A) the last sales price (if
the Common Shares are then listed as Global Market Issue under the Nasdaq Global
Market System) or (B) the mean between the closing representative bid and asked
prices for the Common Shares on the trading day previous to such date as
reported by Nasdaq or such successor quotation system; or (iii) if such Common
Shares are not publicly traded on an exchange and not quoted on Nasdaq or a
successor quotation system, the fair market value of a Common Share as
established by the Administrator acting in good faith.

      


      
        	
                Section
      1.18                                  

              	
                Holder

              


      

       

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

      


      
        	
                Section
      1.19                                  

              	
                Incentive
      Share Option

              


      

       

      “Incentive Share Option” shall mean an
option which conforms to the applicable provisions of Section 422 of the Code
and which is designated as an Incentive Share Option by the
Administrator.

      


      
        	
                Section
      1.20                                  

              	
                Independent
      Director

              


      

       

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

      


      
        	
                Section
      1.21                                  

              	
                Non-Qualified
      Share Option

              


      

       

      “Non-Qualified Share Option” shall mean
an Option which is not designated as an Incentive Share Option by the
Administrator.

      


      
        	
                Section
      1.22                                  

              	
                Option

              


      

       

      “Option” shall mean an option to
purchase Common Shares granted under Article IV of this Plan.  An
Option granted under this Plan shall, as determined by the Administrator, be
either a Non-Qualified Share Option or an Incentive Share Option; provided,
however, that Options granted to Independent Directors and to individuals other
than Company Employees shall be Non-Qualified Share Options.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                Section
      1.23                                  

              	
                Partnership

              


      

       

      “Partnership” shall mean Tanger
Properties Limited Partnership, a partnership organized under the laws of the
state of North Carolina.

      


      
        	
                Section
      1.24                                  

              	
                Partnership
      Agreement

              


      

       

      “Partnership Agreement” shall mean the
Amended and Restated Agreement of Limited Partnership of Tanger Properties
Limited Partnership, dated as of December 30, 1999, as the same may be amended,
modified or restated from time to time.

      


      
        	
                Section
      1.25                                  

              	
                Partnership
      Employee

              


      

       

      “Partnership Employee” shall mean any
employee (as defined in accordance with Section 3401(c) of the Code) of the
Partnership or of any Partnership Subsidiary.

      


      
        	
                Section
      1.26                                  

              	
                Partnership
      Holder Purchased Shares

              


      

       

      “Partnership Holder Purchased Shares”
shall have the meaning set forth in Section 6.4.

      


      
        	
                Section
      1.27                                  

              	
                Partnership
      Purchase Price

              


      

       

      “Partnership Purchase Price” shall have
the meaning set forth in Section 6.4.

      


      
        	
                Section
      1.28                                  

              	
                Partnership
      Purchased Shares

              


      

       

      “Partnership Purchased Shares” shall
have the meaning set forth in Section 6.4.

      


      
        	
                Section
      1.29                                  

              	
                Partnership
      Subsidiary

              


      

       

      “Partnership Subsidiary” shall mean (i)
a corporation, association or other business entity of which 50% or more of the
total combined voting power of all classes of capital stock is owned, directly
or indirectly, by the Partnership or by one or more Partnership Subsidiaries or
by the Partnership and one or more Partnership Subsidiaries, (ii) any
partnership or limited liability company of which 50% or more of the capital and
profits interests is owned, directly or indirectly, by the Partnership or by one
or more Partnership Subsidiaries or by the Partnership and one or more
Partnership Subsidiaries, and (iii) any other entity not described in clauses
(i) or (ii) above of which 50% or more of the ownership and the power, pursuant
to a written contract or agreement, to direct the policies and management or the
financial and other affairs thereof, are owned or controlled by the Partnership
or by one or more other Partnership Subsidiaries or by the Partnership and one
or more Partnership Subsidiaries.

      


      
        	
                Section
      1.30                                  

              	
                Partnership
      Unit; Unit

              


      

       

      “Partnership Unit” shall have the
meaning ascribed to such term in the Partnership Agreement and may be referred
to herein as a “Unit”.

      


      
        	
                Section
      1.31                                  

              	
                Performance
      Award

              


      

       

      “Performance Award” shall mean a cash
bonus, share bonus or other performance or incentive award that is paid in cash,
Common Shares or a combination of both, awarded under Article VIII of this
Plan.

      


      
        	
                Section
      1.32                                  

              	
                Performance
      Criteria

              


      

       

      “Performance Criteria” shall mean (a)
the following business criteria with respect to the Company, the Partnership or
any Subsidiary or any division or operating unit of either of them: (i) net
income; (ii) pre-tax income; (iii) operating income; (iv) cash flow; (v)
earnings per share; (vi) return on equity; (vii) return on invested capital or
assets; (viii) cost reductions or savings; (ix) funds from operations; (x)
appreciation in the Fair Market Value of a Common Share; (xi) total return
performance on Common Shares as reported in the Company’s annual proxy
statement; (l) operating profit; (m) working capital; and (n) earnings before
any one or more of the following items: interest, taxes, depreciation or
amortization;

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      provided,
that each of the business criteria described in subsections (a) through (n)
shall be determined in accordance with generally accepted accounting principles
(“GAAP”); and (b) the following objective performance criteria as applied to any
Employee: (i) lease renewals; (ii) occupancy rates; (iii) average
tenant sales per square foot; and (iv) rental rates.  For each
fiscal year of the Company, the Committee may provide for objectively
determinable adjustments, as determined in accordance with GAAP, to any of the
business criteria described in subsections (a) and (b) for one or more of the
items of gain, loss, profit or expense:  (A) determined to be
extraordinary or unusual in nature or infrequent in occurrence; (B) related to
the disposal of a segment of a business; (C) related to a change in accounting
principles under GAAP; (D) related to discontinued operations that do not
qualify as a segment of a business under GAAP; (E) attributable to the
business operations of any entity acquired by the Company or the Partnership
during the fiscal year and (F) reflecting adjustments to funds from operations
with respect to straight-line rental income as reported in the Company’s
Exchange Act reports.

      


      
        	
                Section
      1.33                                  

              	
                Plan

              


      

       

      “Plan” shall mean The Amended and
Restated Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger
Properties Limited Partnership.

      


      
        	
                Section
      1.34                                  

              	
                REIT

              


      

       

      “REIT” shall mean a real estate
investment trust within the meaning of Sections 856 through 860 of the
Code.

      


      
        	
                Section
      1.35                                  

              	
                Restricted
      Share

              


      

       

      “Restricted Share” shall mean a Common
Share awarded under Article VII.

      


      
        	
                Section
      1.36                                  

              	
                Rule
      16b-3

              


      

       

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

      


      
        	
                Section
      1.37                                  

              	
                Secretary

              


      

       

      “Secretary” shall mean the Secretary of
the Company.

      


      
        	
                Section
      1.38                                  

              	
                Section
      162(m) Participant

              


      

       

      “Section 162(m) Participant” shall mean
any Employee designated by the Administrator as an individual whose compensation
for the fiscal year of such designation or a future fiscal year may be subject
to the limit on deductible compensation imposed by Section 162(m) of the
Code.

      


      
        	
                Section
      1.39                                  

              	
                Section
      409A

              


      

       

      “Section 409A” shall have the meaning
set forth in the preamble.

      


      
        	
                Section
      1.40                                  

              	
                Share
      Payment

              


      

       

      “Share Payment” shall mean (a) a
payment in the form of Common Shares, or (b) an option or other right to
purchase Common Shares, as part of a deferred compensation arrangement, made in
lieu of all or any portion of the compensation, including without limitation,
salary, bonuses and commissions, that would otherwise become payable to an
Employee or Independent Director in cash, awarded under Article VIII of the
Plan.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        	
                Section
      1.41                                  

              	
                Subsidiary

              


      

       

      “Subsidiary” shall mean any Company
Subsidiary or Partnership Subsidiary.

      


      
        	
                Section
      1.42                                  

              	
                Termination
      of Directorship

              


      

       

      “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; provided, that, in
any such case, such termination constitutes a “separation from service” within
the meaning of Section 1.409A-1(h) of the Department of Treasury
Regulations.  The Board, in its sole discretion, shall determine the
effect of all matters and questions relating to Termination of Directorship with
respect to Independent Directors.

      


      
        	
                Section
      1.43                                  

              	
                Termination
      of Employment

              


      

       

      “Termination of Employment” shall mean
the time when the employee-employer relationship between a Holder and the
Company, the Partnership or any Subsidiary of either of them is terminated for
any reason, with or without cause, including, but not by way of limitation, a
termination by resignation, discharge, death, disability or retirement;
provided, that, in any such case, such termination constitutes a “separation
from service” within the meaning of Section 1.409A-1(h) of the Department of
Treasury Regulations; but excluding (i) a termination where there is a
simultaneous reemployment or continuing employment of such Holder by the
Company, the Partnership or any Subsidiary of either of them, (ii) at the
discretion of the Administrator, a termination which results in a temporary
severance of the employee-employer relationship, and (iii) at the discretion of
the Administrator, a termination which is followed by the simultaneous
establishment of a consulting relationship by the Company, the Partnership or
any Subsidiary of either of them with the former employee.  The
Administrator, in its sole 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 good cause, and all questions of whether a particular leave of
absence constitutes a Termination of Employment; provided, however, that, unless
otherwise determined by the Administrator 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 rulings under said
Section.

      


      


      ARTICLE
II.

       

      SHARES
SUBJECT TO PLAN

       

      
        	
                Section
      2.1                        

              	
                Shares
      Subject to Plan

              


      

       

      (a) Subject
to Section 2.2 and adjustment pursuant to Section 10.3, the aggregate number of
Common Shares (or Units) which may be issued with respect to Awards under the
Plan shall not exceed 6,000,000 (which reflects the 2 for 1 share split on
Common Shares declared by the Board on November 29, 2004 pursuant to which such
number of Common Shares (or Units) was adjusted from 3,000,000 to
6,000,000).  Such limitation shall be reduced by one for each Unit
issued pursuant to the exercise of options granted under the Unit Option
Plan.  The Common Shares issuable with respect to Awards may be either
previously authorized but unissued shares or treasury shares.

       

      (b) The
maximum number of Common Shares which may be subject to Awards granted under the
Plan to any individual in any calendar year shall not exceed the Award
Limit.  To the extent required by Section 162(m) of the Code, shares
subject to Options which are canceled continue to be counted against the Award
Limit.

       

      
        	
                Section
      2.2                        

              	
                Share
      Counting

              


      

       

      Notwithstanding Section 2.1(a): (i) the
Administrator may adopt reasonable counting procedures to ensure appropriate
counting, avoid double counting (as, for example, in the case of tandem or
substitute awards), and make adjustments if the number of Common Shares actually
delivered differs from the number of shares previously counted in connection


       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      with an
Award; (ii) Common Shares that are potentially deliverable under any Award
that expires or is canceled, forfeited, settled in cash or otherwise terminated
without a delivery of such shares to the Holder will not be counted as delivered
under the Plan; (iii) Common Shares that have been issued in connection with any
Award (e.g., Restricted Shares) that is canceled, forfeited, or settled in cash
such that those shares are returned to the Company will again be available for
Awards; and (iv) Common Shares withheld in payment of the exercise price or
taxes relating to any Award and shares equal to the number surrendered in
payment of any exercise price or taxes relating to any Award shall be deemed to
constitute shares not delivered to the Holder and shall be deemed to be
available for Awards under the Plan; provided, however, that, no
shares shall become available pursuant to this Section 2.2 to the extent that
(x) the transaction resulting in the return of shares occurs more than ten years
after the date of the most recent shareholder approval of the Plan, or (y) such
return of shares would constitute a “material revision” of the Plan subject to
shareholder approval under then applicable rules of the New York Stock Exchange
(or any other applicable exchange or quotation system).  In addition,
in the case of any Award granted in substitution for an award of a company or
business acquired by the Company, the Partnership or any Subsidiary, Common
Shares issued or issuable in connection with such substitute Award shall not be
counted against the number of shares reserved under the Plan, but shall be
available under the Plan by virtue of the Company’s assumption of the plan or
arrangement of the acquired company or business.  This
Section 2.2 shall apply to the share limit imposed to conform to the
regulations promulgated under the Code with respect to Incentive Share Options
only to the extent consistent with applicable regulations relating to Incentive
Share Options under the Code.  Because shares will count against the
number reserved in Section 2.1 upon delivery, the Administrator may, subject to
the share counting rules under this Section 2.2, determine that Awards may be
outstanding that relate to a greater number of shares than the aggregate
remaining available under the Plan, so long as Awards will not result in
delivery and vesting of shares in excess of the number then available under the
Plan.  For purposes of this Section 2.2, Units under options granted
under the Unit Option Plan will be treated as, and aggregated with, Common
Shares.

      


      ARTICLE
III.

       

      GRANTING
OF AWARDS

       

      
        	
                Section
      3.1                        

              	
                Award
      Agreement

              


      

       

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

      


      
        	
                Section
      3.2                        

              	
                Provisions
      Applicable to Section 162(m)
Participants

              


      

       

      (a) The
Committee, in its discretion, may determine whether or not an Award is to
qualify as performance-based compensation as described in Section 162(m)(4)(C)
of the Code.

       

      (b) Notwithstanding
anything in the Plan to the contrary, the Committee may, in its sole discretion,
grant any Award to a Section 162(m) Participant, including Restricted Shares the
restrictions with respect to which lapse upon the attainment of performance
goals which are related to one or more of the Performance Criteria, and any
performance or incentive award described in Article VIII that vests or becomes
exercisable or payable upon the attainment of performance goals which are
related to one or more of the Performance Criteria.

       

      (c) To the
extent necessary to comply with the performance-based compensation requirements
of Section 162(m)(4)(C) of the Code, with respect to any Award granted under
Articles VII or VIII to a Section 162(m) Participant which is intended by the
Committee to qualify as performance-based compensation, no later than ninety
(90) days following the commencement of any fiscal year in question or any other
designated fiscal period or period of service (or such other time as may be
required or permitted by Section 162(m) of the Code), the Committee shall, in
writing, (i) designate one or more Section 162(m) Participants,
(ii) select the Performance Criteria applicable to the fiscal year or other
designated fiscal period or period of service, (iii) establish the various
performance targets, in terms of an objective formula or standard, and amounts
of such Awards, as applicable, which may be earned for such
fiscal year or other designated fiscal period or period of service, and (iv)
specify the relationship between Performance Criteria and the performance
targets and the amounts of 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

        such
Awards, as applicable, to be earned by each Section 162(m) Participant for such
fiscal year or other designated fiscal period or period of
service.  Following the completion of each fiscal year or other
designated fiscal period or period of service, the Committee shall certify in
writing whether the applicable performance targets have been achieved for such
fiscal year or other designated fiscal period or period of
service.  Except as otherwise provided by any written agreement
between the Company and any applicable Holder, in determining the amount earned
by a Section 162(m) Participant, the Committee shall have the right to reduce
(but not to increase) the amount payable at a given level of performance to take
into account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the fiscal year or other
designated fiscal period or period of service.

         

      

                  (d) Furthermore,
notwithstanding any other provision of the Plan, any Award which is granted to a
Section 162(m) Participant and which is intended to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code shall be
subject to any additional limitations set forth in Section 162(m) of the Code
(including any amendment to Section 162(m) of the Code) or any regulations or
rulings issued thereunder that are requirements for qualification as
performance-based compensation as described in Section 162(m)(4)(C) of the Code,
and the Plan shall be deemed amended to the extent necessary to conform to such
requirements.

       

      
        	
                Section
      3.3                        

              	
                Limitations
      Applicable to Section 16 Persons

              


      

       

      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.

      


      
        	
                Section
      3.4                        

              	
                Consideration

              


      

       

      In consideration of an Award under the
Plan, the Holder shall agree, in the written Award Agreement, to remain in the
employ of (or to serve as a Director of, as applicable) the Company, the
Partnership or a Subsidiary for a period of one year from the date of Award
grant (or, in the case of a Director, until the next annual meeting of
shareholders of the Company), or such shorter period as may be fixed by the
Administrator in the Award Agreement or by action of the Administrator following
grant of the Award.

      


      
        	
                Section
      3.5                        

              	
                At-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 the Company, the Partnership or any Subsidiary, or as a Director of
the Company, or shall interfere with or restrict in any way the rights of the
Company, the Partnership or any Subsidiary, which are hereby expressly reserved,
to discharge any Holder at any time for any reason whatsoever, with or without
cause, except to the extent expressly provided otherwise in a written employment
agreement between the Holder and the Company, the Partnership or any
Subsidiary.

      


      ARTICLE
IV.

       

      GRANTING
OF OPTIONS

       

      
        	
                Section
      4.1                        

              	
                Eligibility

              


      

       

      Any Employee selected by the Committee
pursuant to Section 4.3(a)(i) shall be eligible to be granted an
Option.  Any Independent Director selected by the Board pursuant to
Section 4.3(b)(i) shall be eligible to be granted an Option.

      


      
        	
                Section
      4.2                        

              	
                Qualification
      of Incentive Share Options

              


      

       

      No Incentive Share Option shall be
granted to any person who is not a Company Employee.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	
                Section
      4.3                        

              	
                Granting
      of Options

              


      

       

      (a) The
Committee shall from time to time, in its sole discretion, and subject to
applicable limitations of this Plan:

       

      
        	
                (i)  

              	
                Select
      from among the Employees (including Employees who have previously received
      Awards) such of them as in its opinion should be granted
      Options;

              


      

       

      
        	
                (ii)  

              	
                Subject
      to the Award Limit, determine the number of shares to be subject to such
      Options granted to the selected
Employees;

              


      

       

      
        	
                (iii)  

              	
                 Subject
      to Section 4.2, determine whether such Options are to be Incentive Share
      Options or Non-Qualified Share Options and whether such Options are to
      qualify as performance-based compensation as described in Section
      162(m)(4)(C) of the Code; and

              


      

       

      
        	
                (iv)  

              	
                Determine
      the terms and conditions of such Options, consistent with this Plan;
      provided, however, that the terms and conditions of Options intended to
      qualify as performance-based compensation as described in Section
      162(m)(4)(C) of the Code shall include, but not be limited to, such terms
      and conditions as may be necessary to meet the applicable provisions of
      Section 162(m) of the Code.

              


      

       

      (b) The Board
shall from time to time, in its sole discretion, and subject to applicable
limitations of this Plan:

       

      
        	
                (i)  

              	
                Determine
      which Independent Directors (including Independent Directors who have
      previously received Options) such of them as in its opinion should be
      granted Options; and

              


      

       

      
        	
                (ii)  

              	
                Determine
      the terms and conditions of such Options, consistent with this
      Plan.

              


      

       

      (c) Upon the
selection of an Employee or Independent Director to be granted an Option, the
Administrator shall instruct the Secretary to issue the Option and may impose
such conditions on the grant of the Option as it deems appropriate.

       

      ARTICLE
V.

       

      TERMS
OF OPTIONS

       

      
        	
                Section
      5.1                        

              	
                Exercise
      Price

              


      

       

      The exercise price per share of the
shares subject to each Option shall be set by the Administrator in its
discretion; provided, however, that such price shall be no less than the Fair
Market Value of a Common Share on the date the Option is granted, and, in the
case of Incentive Share Options granted to an individual then owning (within the
meaning of Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of shares of the Company or any subsidiary or parent
corporation thereof (within the meaning of Section 422 of the Code) such price
shall not be less than 110% of the Fair Market Value of a Common Share on the
date the Option is granted.

      


      
        	
                Section
      5.2                        

              	
                Option
      Term

              


      

       

      The term of an Option shall be set by
the Administrator in its discretion; provided, however, that (i) in the case of
Incentive Share Options, the term shall not be more than ten (10) years from the
date the Incentive Share Option is granted, or five (5) years from such date if
the Incentive Share Option is granted to an individual then owning (within the
meaning of Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of shares of the Company or any subsidiary or parent
corporation thereof (within the meaning of Section 422 of the
Code).  Except as limited by requirements of Section 422 of the Code
and regulations and rulings thereunder applicable to Incentive Share Options and
the 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      requirements
of Section 409A, the Administrator may extend the term of any outstanding Option
in connection with any Termination of Employment or Termination of Directorship,
or amend any other term or condition of such Option relating to such a
termination.

      


      
        	
                Section
      5.3                        

              	
                Option
      Vesting

              


      

       

      (a) The
period during which the right to exercise an Option in whole or in part vests in
the Holder shall be set by the Administrator and the Administrator may determine
that an Option may not be exercised in whole or in part for a specified period
after it is granted.  At any time after grant of an Option, the
Administrator may, in its sole discretion and subject to whatever terms and
conditions it selects, accelerate the period during which an Option
vests.

       

      (b) No
portion of an Option which is unexercisable at Termination of Employment or
Termination of Directorship shall thereafter become exercisable, except as may
be otherwise provided by the Administrator (other than with respect to Options
granted to Independent Directors) either in the Award Agreement or by action of
the Administrator following the grant of the Option.

       

      (c) To the
extent that the aggregate Fair Market Value of shares with respect to which
“incentive stock options” (within the meaning of Section 422 of the Code, but
without regard to Section 422(d) of the Code) are exercisable for the first time
by a Holder during any calendar year (under the Plan and all other incentive
stock option plans of the Company and any subsidiary) exceeds $100,000, such
Options shall be treated as Non-Qualified Share Options to the extent required
by Section 422 of the Code.  The rule set forth in the preceding
sentence shall be applied by taking options into account in the order in which
they were granted.  For purposes of this Section 5.3(c), the Fair
Market Value of shares shall be determined as of the time the option with
respect to such shares is granted.

       

      (d) In the
event of a Change in Control, each Option granted to an Independent Director or
to an Employee shall be exercisable as to all shares covered thereby immediately
prior to the consummation of such Change in Control and subject to such
consummation, notwithstanding anything to the contrary in this Section 5.3 or
the vesting schedule of such Option.

       

      ARTICLE
VI.

       

      EXERCISE
OF OPTIONS

       

      
        	
                Section
      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.

      


      
        	
                Section
      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 or his office prior to the time when such Option or such portion
becomes unexercisable under the Plan or the applicable Award
Agreement:

      


      (a) A written
notice complying with the applicable rules established by the Administrator
stating that the Option, or a portion thereof, is exercised.  The
notice shall be signed by the Holder or other person then entitled to exercise
the Option or such portion of the Option;

       

      (b) Such
representations and documents as the Administrator, in its sole discretion,
deems necessary or advisable to effect compliance with all applicable provisions
of the Securities Act of 1933, as amended, and any other federal or state
securities laws or regulations.  The Administrator may, in its sole
discretion, also take whatever additional actions it deems appropriate to effect
such compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer notices to agents and
registrars;

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (c) In the
event that the Option shall be exercised pursuant to Section 10.1 by any person
or persons other than the Holder, appropriate proof of the right of such person
or persons to exercise the Option; and

       

      (d) Full cash
payment to the Secretary for the shares with respect to which the Option, or
portion thereof, is exercised.  However, the Administrator may in its
discretion (i) allow a delay in payment up to thirty (30) days from the date the
Option, or portion thereof, is exercised; (ii) allow payment, in whole or in
part, through the delivery of Common Shares owned by the Holder, duly endorsed
for transfer to the Company with a Fair Market Value on the date of delivery
equal to the aggregate exercise price of the Option or exercised portion
thereof; (iii) allow payment, in whole or in part, through the surrender of
Common Shares then issuable upon exercise of the Option having a Fair Market
Value on the date of Option exercise equal to the aggregate exercise price of
the Option or exercised portion thereof; (iv) allow payment, in whole or in
part, through the delivery of property of any kind which constitutes good and
valuable consideration; (v) allow payment, in whole or in part, through the
delivery of a full recourse promissory note bearing interest (at no less than
such rate as shall then preclude the imputation of interest under the Code) and
payable upon such terms as may be prescribed by the Administrator; (vi) allow
payment, in whole or in part, through the delivery of a notice that the Holder
has placed a market sell order with a broker with respect to Common Shares then
issuable upon exercise of the Option, and that the broker has been directed to
pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price, provided that payment of such
proceeds is then made to the Company upon settlement of such sale; or (vii)
allow payment through any combination of the consideration provided in the
foregoing subparagraphs (ii), (iii), (iv), (v) and (vi).  In the case
of a promissory note, the Administrator may also prescribe the form of such note
and the security to be given for such note.  The Option may not be
exercised, however, by delivery of a promissory note or by a loan from the
Company, the Partnership or any Subsidiary when or where such loan or other
extension of credit is prohibited by law, and payment in the manner prescribed
by the preceding sentences shall not be permitted to the extent that the
Administrator determines that payment in such manner may result in an extension
or maintenance of credit, an arrangement for the extension of credit, or a
renewal of an extension of credit in the form of a personal loan to or for any
Director or executive officer of the Company that is prohibited by Section 13(k)
of the Exchange Act or other applicable law.

       

      
        	
                Section
      6.3                        

              	
                Transfer
      of Shares to a Company Employee or Independent
  Director

              


      

       

      As soon as practicable after receipt by
the Company, pursuant to Section 6.2(d), of payment for the shares with respect
to which an Option (which in the case of a Company Employee or Independent
Director was issued to and is held by such Holder in such capacity), or portion
thereof, is exercised by a Holder who is a Company Employee or Independent
Director, then, with respect to each such exercise, the Company shall transfer
to the Holder the number of shares equal to

      


      (a) The
amount of the payment made by the Holder to the Company pursuant to Section
6.2(d), divided by

       

      (b) The price
per share of the shares subject to the Option as determined pursuant to Section
5.1.

       

      
        	
                Section
      6.4                        

              	
                Transfer
      of Shares to a Partnership Employee

              


      

       

      As soon as practicable after receipt by
the Company, pursuant to Section 6.2(d), of payment for the shares with respect
to which an Option (which was issued to and is held by a Partnership Employee in
such capacity), or portion thereof, is exercised by a Holder who is a
Partnership Employee, then, with respect to each such exercise:

      


      (a) the
Company shall transfer to the Holder the number of shares equal to (A) the
amount of the payment made by the Holder to the Company pursuant to Section
6.2(d) divided by (B) the Fair Market Value of a share of Common Stock at
the time of exercise (the “Partnership Holder Purchased
Shares”);

       

      (b) the
Company shall sell to the Partnership the number of shares (the “Partnership Purchased
Shares”) equal to the excess of (i) the amount obtained by dividing
(A) the amount of the payment made by the Holder to the Company pursuant to
Section 6.2(d) by (B) the price per share of the shares subject to the
Option as determined pursuant to Section 5.1, over (ii) the number of
Partnership Holder Purchased Shares.  The price to be paid by the
Partnership to the Company for the Partnership Purchased Shares (the “Partnership Purchase
Price”) shall be an amount equal to the product of (x) the number of
Partnership Purchased Shares and (y) the Fair Market Value of a share of Common
Stock at the time of the exercise; and

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (c)as
soon as practicable after receipt of the Partnership Purchased Shares by the
Partnership, the Partnership shall transfer such shares to the Holder at no
additional cost, as additional compensation.

      


      
        	
                Section
      6.5                        

              	
                Transfer
      of Payment to the Partnership

              


      

       

      As soon as practicable after receipt by
the Company of the amounts described in Sections 6.2(d) and 6.4(b), the Company
shall contribute to the Partnership an amount of cash equal to such payments and
the Partnership shall issue an additional interest in the Partnership on the
terms set forth in the Partnership Agreement.

      


      
        	
                Section
      6.6                        

              	
                Conditions
      to Issuance of Share Certificates

              


      

       

      Neither the Company nor the Partnership
shall be required to issue or deliver any certificate for Common Shares
purchased upon the exercise of any Option or portion thereof prior to
fulfillment of all of the following conditions:

      


      (a) The
admission of such shares to listing on all stock exchanges on which such series
or class of shares is then listed;

       

      (b) The
completion of any registration or other qualification of such shares under any
state or federal law, or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body which the
Administrator shall, in its sole discretion, deem necessary or
advisable;

       

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

       

      (d) The lapse
of such reasonable period of time following the exercise of the Option as the
Administrator may establish from time to time for reasons of administrative
convenience; and

       

      (e) The
receipt by the Company or the Partnership of full payment for such shares,
including payment of any applicable withholding tax.

       

      
        	
                Section
      6.7                        

              	
                Rights
      as Shareholders

              


      

       

      The Holders of Options shall not be,
nor have any of the rights or privileges of, shareholders of the Company in
respect of any shares purchasable upon the exercise of any part of an Option
unless and until certificates representing such shares have been issued by the
Company or the Partnership to such Holders.

      


      
        	
                Section
      6.8                        

              	
                Ownership
      and Transfer Restrictions

              


      

       

      The Administrator, in its sole
discretion, may impose such restrictions on the ownership and transferability of
the shares purchasable upon the exercise of an Option as it deems
appropriate.  Any such restriction shall be set forth in the
respective Award Agreement or other written agreement between the Company and
the Holder and may be referred to on the certificates evidencing such
shares.

      


      ARTICLE
VII.

       

      AWARD OF
RESTRICTED SHARES

       

      
        	
                Section
      7.1                        

              	
                Eligibility

              


      

       

      Subject
to the Award Limit, Restricted Shares may be awarded to any Employee or
Independent Director.

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
        	
                Section
      7.2                        

              	
                Award
      of Restricted Shares

              


      

       

      (a) The
Administrator may from time to time, in its sole discretion:

       

      (i) Select
from among Employees and Independent Directors (including Employees and
Independent Directors who have previously received other
Awards under the Plan) such of them as in its opinion should be
awarded Restricted Shares; and

       

      (ii) Determine
the purchase price, if any, and other terms and conditions (including, without
limitation, in the case of awards to Employees of the Partnership or any
Partnership Subsidiary, the mechanism for the transfer of the Restricted Shares
and payment therefor, and any surrender of such Restricted Shares pursuant to
Section 7.4) applicable to such Restricted Shares, consistent with the
Plan.

       

      (b) The
Administrator shall establish the purchase price, if any, and form of payment
for Restricted Shares; provided, however, that such
purchase price, if any, shall be no less than the par value of the Common Shares
to be purchased, unless otherwise permitted by applicable state
law.  In all cases, legal consideration shall be required for each
issuance of a Restricted Share.

       

      (c) Upon the
selection of an Employee or Independent Director to be awarded Restricted
Shares, the Administrator shall instruct the Secretary to issue such Restricted
Shares and may impose such conditions on the issuance of such Restricted Shares
as it deems appropriate.

       

      
        	
                Section
      7.3                        

              	
                Rights
      as Shareholders

              


      

       

      Subject to Section 7.4, upon delivery
of the Restricted Shares to the Holder or the escrow holder pursuant to Section
7.6, the Holder shall have, unless otherwise provided by the Administrator, all
the rights of a shareholder with respect to said shares, subject to the
restrictions in his or 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, any extraordinary distributions with respect to
the Common Shares shall be subject to the restrictions set forth in Section
7.4.

      


      
        	
                Section
      7.4                        

              	
                Restriction

              


      

       

      All Restricted Shares issued under the
Plan (including any shares received by holders thereof with respect to
Restricted Shares as a result of share dividends, share splits or any other form
of recapitalization) shall, in the terms of each individual Award Agreement, be
subject to such restrictions as the Administrator shall provide, which
restrictions may include, without limitation, restrictions concerning voting
rights and transferability and restrictions based on duration of employment with
the Company, the Partnership or any Subsidiary or performance of the Company,
the Partnership or a Subsidiary or individual performance; provided, however, that, except with
respect to Restricted Shares granted to Section 162(m) Participants, by action
taken after the Restricted Shares are 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 Award
Agreement.  Restricted Shares may not be sold or encumbered until all
restrictions are terminated or expire.  Except as otherwise provided
by any written agreement between the Company, the Partnership or any Subsidiary,
as applicable, and any applicable Holder, if no cash consideration was paid by
the Holder upon issuance, a Holder’s rights in unvested Restricted Shares shall
lapse, and such Restricted Shares shall be surrendered to the Company, the
Partnership or the Subsidiary, as applicable, without consideration, upon a
Termination of Employment or Termination of Directorship.

      


      
        	
                Section
      7.5                        

              	
                Repurchase
      of Restricted Shares

              


      

       

      Except as otherwise provided by the
individual Award Agreement, the Company, the Partnership or a Subsidiary shall
have the right to repurchase from the Holder the Restricted Shares then subject
to restrictions under the Award Agreement immediately upon a Termination of
Employment or, if applicable, upon a Termination of Directorship, at a cash
price per share equal to the lesser of (i) the Fair Market Value of a Common
Share on the date of Termination of Employment or Termination of Directorship,
as applicable, and (ii) the price per share paid by the Holder for such
Restricted Shares.

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
        	
                Section
      7.6                        

              	
                Escrow

              


      

       

      Except as otherwise provided in any
Award Agreement, the Secretary or such other escrow holder as the Administrator
may appoint shall retain physical custody of each certificate representing
Restricted Shares until all of the restrictions imposed under the Award
Agreement with respect to the shares evidenced by such certificate expire or
shall have been removed.

      


      
        	
                Section
      7.7                        

              	
                Legend

              


      

       

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

      


      ARTICLE
VIII.

       

      PERFORMANCE
AWARDS,

       

      DEFERRED
SHARES, SHARE PAYMENTS

       

      
        	
                Section
      8.1                        

              	
                Eligibility

              


      

       

      Subject to the Award Limit, one or more
Performance Awards, awards of Deferred Shares and/or Share Payments may be
granted to any Employee or Director whom the Administrator determines should
receive such an Award.

      


      
        	
                Section
      8.2                        

              	
                Performance
      Awards

              


      

       

      (a) Any
Employee or Independent Director selected by the Administrator may be granted
one or more Performance Awards.  The value of such Performance Awards
may be linked to any one or more of the Performance Criteria or other specific
performance criteria determined appropriate by the Administrator, in each case
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 Employee or Independent Director.

       

      (b) Without
limiting Section 8.2(a), the Administrator may grant Performance Awards to any
162(m) Participant in the form of a cash bonus payable upon the attainment of
objective performance goals which are established by the Administrator and
relate to one or more of the Performance Criteria, in each case on a specified
date or dates or over any period or periods determined by the Administrator;
provided that any such bonus shall be subject to the continued employment of
such Participant on the last day of such period or periods determined by the
Administrator (the “Performance Date”),
which Performance Date, with respect to bonuses determined on an annual basis,
shall be December 31 of the applicable calendar year; and , provided, further,
that any such bonus shall be payable to such Participant either (i) on or prior
to the 15th day of
the third calendar month following the calendar year in which the Performance
Date occurs or (ii) in a manner that complies with the requirements of Section
409A.  Any such bonuses paid to 162(m) Participants shall be based
upon objectively determinable bonus formulas established in accordance with the
provisions of Section 3.2.  The maximum amount of any Performance
Award payable to a 162(m) Participant under this Section 8.2(b) shall not exceed
the Award Limit with respect to any calendar year.  Unless otherwise
specified by the Administrator at the time of grant, the Performance Criteria
with respect to a Performance Award payable to a 162(m) Participant shall be
determined on the basis of generally accepted accounting
principles.

       

      
        	
                Section
      8.3                        

              	
                Share
      Payments

              


      

       

      Any Employee or Independent Director
selected by the Administrator may receive Share Payments in the manner
determined from time to time by the Administrator.  The number of
shares shall be determined by the Administrator and may be based upon the
Performance Criteria or other specific criteria determined appropriate by the
Administrator, determined on the date such Share Payment is made or on any date
thereafter.

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        	
                Section
      8.4                        

              	
                Deferred
      Shares

              


      

       

      Any
Employee or Independent Director selected by the Administrator may be granted an
award of Deferred Shares in the manner determined from time to time by the
Administrator.  The number of Deferred Shares shall be determined by
the Administrator and may be linked to the Performance Criteria or other
specific 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 Shares underlying a Deferred Share award
will not be issued until the Deferred Share award has vested, pursuant to a
vesting schedule or performance criteria set by the
Administrator.  Unless otherwise provided by the Administrator, a
Holder of Deferred Shares shall have no rights as a Company shareholder with
respect to such Deferred Shares until such time as the Award has vested and the
Common Shares underlying the Award have been issued.

      


      
        	
                Section
      8.5                        

              	
                Term

              


      

       

      The term of a Performance Award, award
of Deferred Shares and/or Share Payment shall be set by the Administrator in its
discretion.

      


      
        	
                Section
      8.6                        

              	
                Exercise
      or Purchase Price

              


      

       

      The Administrator may establish the
exercise or purchase price of a Performance Award, Deferred Share award or
shares received as a Share Payment; provided, however, that such
price shall not be less than the par value of a Common Share, unless otherwise
permitted by applicable state law.

      


      
        	
                Section
      8.7                        

              	
                Exercise
      Upon Termination of Employment or Termination of
    Directorship

              


      

       

      A Performance Award, award of Deferred
Shares and/or Share Payment is exercisable or payable only while the Holder is
an Employee or Independent Director, as applicable; provided, however, that, except
with respect to Performance Awards granted to Section 162(m) Participants, the
Administrator in its sole discretion may provide that the Performance Award,
award of Deferred Shares and/or Share Payment may be exercised or paid
subsequent to a Termination of Employment or Termination of Directorship, or
following a Change in Control, or because of the Holder’s retirement, death or
disability, or otherwise.

      


      
        	
                Section
      8.8                        

              	
                Form
      of Payment

              


      

       

      Payment of the amount determined under
Section 8.2 above shall be in cash, in Common Shares or a combination of both,
as determined by the Administrator.  To the extent any payment under
this Article VIII is effected in Common Shares, it shall be made subject to
satisfaction of all provisions of Section 6.6.

      


      ARTICLE
IX.

       

      ADMINISTRATION

       

      
        	
                Section
      9.1                        

              	
                Share
      and Unit Option Committee

              


      

       

      The Share and Unit Option Committee
shall consist of two or more Directors, appointed by and holding office at the
pleasure of the Board, none of whom shall be an Employee and 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.

      


      
        	
                Section
      9.2                        

              	
                Duties
      and Powers of Committee

              


      

       

      It shall be the duty of the Committee
to conduct the general administration of this Plan in accordance with its
provisions.  The Committee shall have the power to interpret this
Plan, the Award Agreements and to adopt such rules for the administration,
interpretation and application of this Plan as are consistent therewith and to
interpret, amend or revoke any 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      such
rules.  Any such interpretations and rules with respect to Incentive
Share Options shall be consistent with the provisions of Section 422 of the
Code.  The Committee shall have the power to amend any Award Agreement
provided that the rights or obligations of the Holder of the Award that is the
subject of any such Award Agreement are not affected adversely; provided, however, that without
the approval of the shareholders of the Company, neither the Committee nor the
Board shall authorize the amendment of any outstanding Option to reduce its
exercise price.  Notwithstanding anything contained herein, no Option
shall be canceled and replaced with the grant of an Option having a lower
exercise price without the approval of the shareholders of the
Company.  Grants or Awards under the Plan need not be the same with
respect to each Holder.  In its sole 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
or Section 162(m) of the Code, or any regulations or rules issued thereunder,
are required to be determined in the sole discretion of the
Committee.  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.

      


      
        	
                Section
      9.3                        

              	
                Majority
      Rule

              


      

       

      The Committee shall act by a majority
of its members in attendance at a meeting where quorum is present or by a
memorandum or other written instrument signed by all members of the
Committee.

      


      
        	
                Section
      9.4                        

              	
                Compensation;
      Professional Assistance; Good Faith
Actions

              


      

       

      Members of the Committee shall receive
such compensation for their services as members as may be determined by the
Board.  All expenses and liabilities which members of the Committee
incur in connection with the administration of this Plan shall be borne by the
Company.  The Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers, brokers or other
persons.  The Committee, the Company and the Company’s officers and
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 the Board shall be personally
liable for any action, determination or interpretation made in good faith with
respect to this Plan or any Award, 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
X.

       

      MISCELLANEOUS
PROVISIONS

       

      
        	
                Section
      10.1                         

              	
                Not
      Transferable

              


      

       

      (a) Awards
under this Plan may not be sold, pledged, assigned, or transferred in any manner
other than by will or the laws of descent and distribution or, with the consent
of the Administrator, pursuant to a transfer to the spouse and/or lineal
descendants of the Holder and/or to a trust, partnership or other entity the
sole beneficiaries, partners or other members of which are such Holder’s spouse
and/or lineal descendants, unless and until such Awards have been exercised, or
the shares underlying such Awards have been issued, and all restrictions
applicable to such shares have lapsed.  No Award or interest or right
therein shall be liable for the debts, contracts or engagements of the Holder or
his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect, except to the extent that such disposition is
permitted by the preceding sentence.

       

      (b) During
the lifetime of the Holder, only he may exercise an Option or other Award (or
any portion thereof) granted to him under the Plan, unless it has been disposed
of pursuant to the foregoing paragraph.  After the death of the Holder
(or transferee), 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 or other agreement, be exercised by the personal
representative of, or by any person empowered to do so under, the deceased
Holder’s (or transferee’s) will or under the then applicable laws of descent and
distribution.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
        	
                Section
      10.2                     

              	
                Amendment,
      Suspension or Termination of this
Plan

              


      

       

      The plan will expire on, and no Award
may be granted pursuant to the Plan after, May 14, 2014; and any Award
outstanding on such date shall remain in force according to the terms of the
applicable Award Agreement.  In addition, this Plan may be wholly or
partially amended or otherwise modified, suspended or terminated at any time or
from time to time by the Board or the Committee; provided, however, that (a) to
the extent necessary and desirable to comply with any applicable law,
regulation, or stock exchange rule, the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as
required, and (b) shareholder approval is required for any amendment to the Plan
that (i) increases the number of shares available under the Plan (other than any
adjustment as provided by Section 10.3), (ii) permits the Administrator to grant
Options with an exercise price that is below Fair Market Value on the date of
grant, or (iii) permits the Administrator to extend the exercise period for an
Option beyond ten years from the date of grant.  The Award Limit may
be increased by the Board or the Committee at any time and from time to time,
and Awards may be granted with respect to a number of shares not in excess of
such increased Award Limit; provided, however, that no such increase of the
Award Limit shall be effective unless and until such increase is approved by the
Company’s shareholders and if such approval is not obtained all Awards granted
with respect to a number of shares in excess of the Award Limit in effect prior
to such increase shall be canceled and shall become null and void.  No
amendment, suspension or termination of this Plan shall, without the consent of
the Holder alter or impair any rights or obligations under any Awards
theretofore granted, unless the Award Agreement itself otherwise expressly so
provides.  No Award may be granted during any period of suspension or
after termination of this Plan, and in no event may any Incentive Share Option
be granted under this Plan after May 28, 2003.

      


      
        	
                Section
      10.3                    

              	
                Changes
      in Common Shares or Assets of the Company; Acquisition or Liquidation of
      the Company and Other Corporate
Events

              


      

       

      (a) Subject
to Section 10.3(d), in the event that the Administrator determines that any
dividend or other distribution (whether in the form of cash, Common Shares,
other securities or other property), recapitalization, reclassification, share
split, reverse share split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer,
exchange or other disposition of all or substantially all of the assets of the
Company (including, but not limited to, a Change in Control), or exchange of
Common Shares or other securities of the Company, issuance of warrants or other
rights to purchase Common Shares or other securities of the Company, or other
similar corporate transaction or event, in the Administrator’s sole discretion,
affects the Common Shares such that an adjustment is appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan or with respect to an Award, then the
Administrator shall, in such manner as it may deem equitable, adjust any or all
of:

       

      
        	
                (i)  

              	
                The
      number and kind of Common Shares (or other securities or property) with
      respect to which Awards may be granted or awarded (including, but not
      limited to, adjustments of the limitations in Section 2.1 on the maximum
      number and kind of shares which may be issued and adjustments of the Award
      Limit);

              


      

       

      
        	
                (ii)  

              	
                The
      number and kind of Common Shares (or other securities or property) subject
      to outstanding Awards; and

              


      

       

      
        
          	
                  (iii) 

                	
                  The
      grant or exercise price with respect to any
  Award.

                


        

         

      

       

      (b) Subject
to Section 10.3(d), except as otherwise provided in any Award Agreement, in the
event of any transaction or event described in Section 10.3(a) or any unusual or
nonrecurring transactions or events affecting the Company, any affiliate of the
Company, or the financial statements of the Company or any affiliate thereof
(including, without limitation, any Change in Control), or of changes in
applicable laws, regulations or accounting principles, the Administrator, in its
sole discretion, and on such terms and conditions as it deems appropriate,
either by the terms of the applicable Award Agreement or by action taken prior
to the occurrence of such transaction or event and either automatically or upon
the 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          
Holder’s
request, is hereby authorized to take any one or more of the following actions
whenever the Administrator determines that such action is appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan or with respect to any Award under
the Plan, to facilitate such transactions or events or to give effect to such
changes in laws, regulations or principles:

      

       

      
        	
                (i)  

              	
                To
      provide for either the purchase of any such Award for an amount of cash
      equal to the amount that could have been attained upon the exercise of
      such Award or realization of the Holder’s rights had such Award been
      currently exercisable or payable or fully vested or the replacement of
      such Award with other rights or property selected by the Administrator in
      its sole discretion;

              


      

       

      
        	
                (ii)  

              	
                To
      provide that the Award cannot vest, be exercised or become payable after
      such event;

              


      

       

      
        	
                (iii)  

              	
                To
      provide that such Award shall be exercisable as to all shares covered
      thereby, notwithstanding anything to the contrary in Section 5.3 or 5.4 or
      the provisions of such Award;

              


      

       

      
        	
                (iv)  

              	
                To
      provide that such Award be assumed by the successor or survivor
      corporation, or a parent or subsidiary thereof, or shall be substituted
      for similar options, rights or awards covering the stock of the successor
      or survivor corporation, or a parent or subsidiary thereof, with
      appropriate adjustments as to the number and kind of shares and
      prices;

              


      

       

      
        	
                (v)  

              	
                To
      make adjustments in the number and type of Common Shares (or other
      securities or property) subject to outstanding Awards, and in the number
      and kind of outstanding Restricted Shares or Deferred Shares and/or in the
      terms and conditions of (including the grant or exercise price), and the
      criteria included in, outstanding options, rights and awards and options,
      rights and awards which may be granted in the future;
  and

              


      

       

      
        	
                (vi)  

              	
                To
      provide that, for a specified period of time prior to such event, the
      restrictions imposed under an Award Agreement upon some or all Restricted
      Shares or Deferred Shares may be terminated, and, in the case of
      Restricted Shares, some or all of such Restricted Shares may cease to be
      subject to repurchase under Section 7.5 or forfeiture under
      Section 7.4 after such event.

              


      

       

      (c) Subject
to Sections 3.2, 3.3 and 10.3(d), the Administrator may, in its discretion,
include such further provisions and limitations in any Award, agreement or
certificate, as it may deem equitable and in the best interests of the
Company.

       

      (d) With
respect to Awards which are granted to Section 162(m) Participants and are
intended to qualify as performance-based compensation under
Section 162(m)(4)(C), no adjustment or action described in this Section
10.3 or in any other provision of the Plan shall be authorized to the extent
that such adjustment or action would cause such Award to fail to so qualify
under Section 162(m)(4)(C), or any successor provisions thereto. No adjustment
or action described in this Section 10.3 or in any other provision of the Plan
shall be authorized to the extent that such adjustment or action would cause the
Plan to violate Section 422(b)(1) of the Code.  Furthermore, no
such adjustment or action shall be authorized to the extent such adjustment or
action would result in short-swing profits liability under Section 16 or violate
the exemptive conditions of Rule 16b-3 unless the Administrator determines that
the Award is not to comply with such exemptive conditions.  The number
of Common Shares subject to any Award shall always be rounded to the next whole
number.

       

      (e) The
existence of the Plan, the Award Agreement and the Awards granted hereunder
shall not affect or restrict in any way the right or power of the Company or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any issue
of shares or of options, warrants or rights to purchase shares or of bonds,
debentures, preferred or prior preference shares whose rights are superior to or
affect the Common Shares or the rights thereof or which are convertible into or
exchangeable for Common Shares, or the dissolution or liquidation of the
company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      
        	
                Section
      10.4                          

              	
                Approval of Plan by
      Shareholders.

              


      

       

      


      


      The Plan will be submitted for the
approval of the Company’s shareholders after the date of the Board’s initial
adoption of the Plan, and any amendment to the Plan increasing the aggregate
number of Common Shares issuable under the Plan will be submitted for the
approval of the Company’s shareholders after the date of the Board’s adoption of
such amendment.  Awards may be granted or awarded prior to such
shareholder approval, provided that such Awards shall not be exercisable nor
shall such Awards vest prior to the time when the Plan is approved by the
shareholders, and provided further that if such approval is not obtained, all
Awards previously granted or awarded under the Plan shall thereupon be canceled
and become null and void.  In addition, if the Board determines that
Awards other than Options which may be granted to Section 162(m) Participants
should continue to be eligible to qualify as performance-based compensation
under Section 162(m)(4)(C) of the Code, the Performance Criteria must be
disclosed to and approved by the Company’s shareholders no later than the first
shareholder meeting that occurs in the fifth year following the year in which
the Company’s shareholders previously approved the Performance
Criteria.

      


      
        	
                Section
      10.5                             

              	
                Tax
      Withholding

              


      

       

      The Company or the Partnership, as
applicable, 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 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 or the Partnership, as applicable, withhold Common Shares otherwise
issuable under such Award (or allow the return of Common Shares) having a Fair
Market Value equal to the sums required to be
withheld.  Notwithstanding any other provision of the Plan, the number
of Common Shares which may be withheld with respect to the issuance, vesting,
exercise or payment of any Award (or which may be repurchased from the Holder of
such Award within six months after such Common Shares were acquired by the
Holder from the Company) in order to satisfy the Holder’s federal and state
income and payroll tax liabilities with respect to the issuance, vesting,
exercise or payment of the Award shall be limited to the number of Common Shares
which have a Fair Market Value on the date of withholding or repurchase equal to
the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal and state tax income and payroll tax purposes that
are applicable to such supplemental taxable income.

      


      
        	
                Section
      10.6                           

              	
                Loans

              


      

       

      The Committee may, in its discretion,
extend one or more loans to Employees in connection with the exercise or receipt
of an Award granted or awarded under the Plan, or the issuance of Restricted
Shares or Deferred Shares awarded under the Plan.  The terms and
conditions of any such loan shall be set by the
Committee.  Notwithstanding the foregoing, no loan shall be made to an
Employee under this Section to the extent such loan shall result in an extension
or maintenance of credit, an arrangement for the extension of credit, or a
renewal of an extension of credit in the form of a personal loan to or for any
Director or executive officer of the Company that is prohibited by Section 13(k)
of the Exchange Act or other applicable law.  In the event that the
Committee determines in its discretion that any loan under this Section may be
or will become prohibited by Section 13(k) of the Exchange Act or other
applicable law, the Committee may provide that such loan shall be immediately
due and payable in full and may take any other action in connection with such
loan as the Committee determines in its discretion to be necessary or
appropriate for the repayment, cancellation or extinguishment of such
loan.

      


      
        	
                Section
      10.7                            

              	
                Effect
      of Plan Upon Options and Compensation
Plans

              


      

       

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

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      
        	
                Section
      10.8                           

              	
                Section
      83(b) Election Prohibited

              


      

       

      No Holder may make an election under
Section 83(b) of the Code, or any successor section thereto, with respect to any
award or grant under the Plan without the consent of the Administrator, which
the Administrator may grant or withhold at its sole discretion.

      


      
        	
                Section
      10.9                             

              	
                Grants
      of Awards to Certain Employees

              


      

       

      The Company, the Partnership and any
Subsidiary may provide through the establishment of a formal written policy or
otherwise for the method by which Common Shares and/or payment therefor may be
exchanged or contributed between the Company and such other party, or may be
returned to the Company upon any forfeiture of Common Shares by the Holder, for
the purpose of ensuring that the relationship between the Company and the
Partnership or such Subsidiary remains at arm’s-length.

       

      
        	
                Section
      10.10                           

              	
                Restrictions
      on Awards

              


      

       

      This Plan shall be interpreted and
construed in a manner consistent with the Company’s status as a
REIT.  No Award shall be granted or awarded, and with respect to an
Option already granted under the Plan, such Option shall not be
exercisable:

      


      (a) to the
extent such Award or Option exercise could cause the Holder to be in violation
of the Ownership Limit (as defined in the Company’s Articles of Incorporation,
as amended from time to time); or

       

      (b) if, in
the discretion of the Administrator, such Award or Option exercise could result
in income to the Company which, when considered in light of the Company’s other
income, could cause the Company to fail to satisfy the gross income limitations
set forth in Code Section 856(c) or otherwise impair the Company’s status as a
REIT.

       

      
        	
                Section
      10.11                          

              	
                Compliance
      with Laws

              


      

       

      The Plan, the granting and vesting of
Awards under the Plan and the issuance and delivery of Common Shares 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; provided, however, that the
foregoing shall not relieve the Company of its obligations under any
Award.  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.

      


      
        	
                Section
      10.12                         

              	
                Titles

              


      

       

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

      


      
        	
                Section
      10.13                        

              	
                Governing
      Law

              


      

       

      This Plan and any agreements hereunder
shall be administered, interpreted and enforced under the internal laws of the
state of North Carolina without regard to conflicts of laws
thereof.

      


      
        	
                Section
      10.14                       

              	
                Conflicts

              


      

       

      Notwithstanding any other provision of
the Plan, no Holder shall acquire or have any right to acquire any Common
Shares, and shall not have other rights under the Plan, which are prohibited
under the Company’s Articles of Incorporation, as amended from time to
time.

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      
        	
                Section
      10.15                         

              	
                Section
      409A

              


      

       

      To the extent that the Committee
determines that any Award granted under the Plan is subject to Section 409A, the
Award Agreement evidencing such Award shall incorporate the terms and conditions
required by Section 409A.  To the extent applicable, the Plan and
Award Agreements shall be interpreted in accordance with Section
409A.  Notwithstanding any provision of the Plan to the contrary, in
the event that the Committee determines that any Award may be subject to Section
409A, the Committee reserves the right (without any obligation to do so or to
indemnify any Holder for failure to do so) to adopt such amendments to the Plan
and the applicable Award Agreement or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take
any other actions, that the Committee determines are necessary or appropriate to
(a) exempt the Award from Section 409A and/or preserve the intended tax
treatment of the benefits provided with respect to the Award, or (b) to comply
with the requirements of Section 409A and thereby avoid the application of any
penalty taxes under such Section. Notwithstanding the foregoing, no provision of
any Award or this Plan shall be interpreted or construed to transfer any
liability for failure to comply with the requirements of Section 409A from a
Holder or any other individual to the Company or any of its affiliates,
employees or agents.


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                IN
      WITNESS WHEREOF, the parties below have caused the foregoing Plan to be
      approved by their officers duly authorized on March 19,
    2009.

              


      

      


      TANGER
FACTORY OUTLET CENTERS, INC.

      a North
Carolina corporation

      


      


      By:           /s/ Steven B.
Tanger

      Steven B. Tanger

      President and Chief Executive
Officer

      


      


      


      TANGER
PROPERTIES LIMITED PARTNERSHIP

      a North
Carolina limited partnership

      


      By:           Tanger
GP Trust

      a Maryland business trust

      


      Its General Partner

      


      


      By:           /s/ Steven B.
Tanger

                     
Steven B. Tanger

                     
President and Chief Executive Officer

      


      


      


      

23