Exhibit
10.2





FIRST
AMENDMENT


TO
JOHN D. OIL AND GAS COMPANY


1999
STOCK OPTION AND AWARD PLAN





JOHN D. OIL AND GAS COMPANY, a
Maryland corporation (the “Company”), hereby amends the Original Plan (defined
below) in accordance with this First Amendment to John D. Oil and Gas Company
1999 Stock Option and Award Plan, effective as of December 31, 2008 (the
“Amendment,” and together with the Original Plan, the “Amended
Plan”).





RECITALS:





A.
            Liberty
      Self-Stor, Inc., a Maryland Corporation (“Liberty”), adopted the Liberty
      Self-Stor, Inc. 1999 Stock Option and Award Plan effective as of December
      28, 1999 (the “Original Plan”).





B.
            Liberty
      changed its name to John D. Oil and Gas Company effective as of June 27,
      2005.





C.
            In
      order to ensure compliance with Section 409A of the Internal Revenue Code
      of 1986, as amended, and the U.S. Department of Treasury regulations and
      other interpretive guidance issued thereunder, the Company desire to amend
      the Original Plan as set forth in this Amendment as
    follows.





ACCORDINGLY, the Company
hereby amends the Original Plan as follows:





1.           Change to
Section 1 of the Original Plan.The Company hereby deletes
in its entirety Section 1 of the Original Plan and replaces in its entirety the
following as Section 1 of the Amended Plan:





1.           PURPOSE.





(a)           The
purpose of this Plan is to advance the interests of JOHN D. OIL AND GAS COMPANY,
a Maryland corporation (the “Company”), by providing additional incentive to
attract and retain qualified and competent persons who are key to the Company,
including key employees, Officers and Directors, and upon whose efforts and
judgment the success of the Company is largely dependent, by encouraging such
persons to own stock in the Company.





(b)           Section
409A.  This Plan and any Awards granted hereunder are intended to be
exempt from the requirements of Section 409A, and shall be interpreted and
administered in a manner consistent with those intentions.  Any
provision of this Plan to the contrary notwithstanding, Grandfathered Awards
shall not be governed by the provisions of this Plan but instead shall continue
to be governed by the provisions of the Liberty Self-Stor, Inc. 1999 Stock
Option and Award Plan effective as of December 28, 1999 (the “Original Plan”) as
in effect on December 31, 2004.





2.           Changes
to Section 2 of the Original Plan.The Company hereby amends
Section 2 of the Original Plan as follows:





(a)
            The
      following is added in its entirety as Section 2(a) of the Amended
      Plan:





(a)           “Award”
shall mean, individually or collectively, a grant under the Plan of
Non-Statutory Stock Options, Incentive Stock Options or Restricted
Shares.




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(b)
            Sections
      2(a), 2(b), 2(c), 2(d), 2(e), 2(g), 2(h), 2(j), 2(k), 2(l), 2(m), 2(n),
      2(o), 2(p), 2(q), 2(s), 2(t), 2(u), and 2(v) of the Original Plan are
      redesignated in their entirety as Sections 2(b), 2(c), 2(d), 2(e), 2(f),
      2(h), 2(i), 2(m), 2(n), 2(o), 2(p), 2(q), 2(r), 2(t), 2(u), 2(w), 2(y),
      2(z), and 2(aa), respectively, of the Amended
  Plan.




(c)
            Section
      2(f) of the Original Plan is deleted in its entirety and the following is
      added in its entirety as Section 2(g) of the Amended
  Plan:





(g)           “Controlled
Entity” shall mean any trust, partnership, limited liability company or other
entity in which such person that receives Options or Restricted Shares under
this Plan acts as trustee, managing partner, managing member or otherwise
controls; provided that, to the extent any such Options or Restricted Shares
received under this Plan is awarded to a spouse pursuant to any divorce
proceeding, such interest shall be deemed to be terminated and forfeited
notwithstanding any vesting provisions or other terms herein or in the agreement
evidencing such Options or Restricted Shares.





(d)
            Section
      2(i) of the Original Plan is deleted in its entirety and the following is
      added in its entirety as Section 2(j) of the Amended
  Plan:





(j)           
“Fair Market Value” shall mean, as of any given date, the value of a Share
determined as follows (in order of applicability):  (i) if on the
Grant Date or other determination date the Share is listed on an established
national or regional stock exchange, is admitted to quotation on The NASDAQ
Stock Market, Inc. or is publicly traded on an established securities market,
the Fair Market Value of a Share shall be the closing price of the Share on that
exchange or in that market (if there is more than one such exchange or market
the Committee shall determine the appropriate exchange or market) on the Grant
Date or such other determination date (or if there is no such reported closing
price, the Fair Market Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale prices on that trading day)
or, (ii) if no sale of Shares is reported for that trading day, on the next
preceding day on which any sale has been reported.  If the Share is
not listed on such an exchange, quoted on such system or traded on such a
market, Fair Market Value shall be the value of the Share as determined by the
determined by such methods or procedures as shall be established from time to
time by the Committee in good faith in a manner consistent with Section
409A.





(e)
            Section
      2(i) of the Original Plan is deleted in its entirety and the following is
      added in its entirety as Section 2(j) of the Amended
  Plan:





(f)
            The
      following is added in its entirety as Section 2(k) of the Amended
      Plan:





(k)           “Grandfathered
Awards” means all Awards made under the Plan which were earned and vested on or
before December 31, 2004.  Grandfathered Awards are subject to the
provisions of Section 1(b) above.




(g)
            The
      following is added in its entirety as Section 2(l) of the Amended
      Plan:





(l)           “Grant
Date” means, with respect to an Award, the date such Award is granted to a
Participant.  The Grant Date of an Award shall not be earlier than the
date the Award is approved by the Committee.




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(h)
            The
      following is added in its entirety as Section 2(s) of the Amended
      Plan:





(s)           “Original
Plan” has the meaning set forth in Section 1(b).





(i)
            Section
      2(r) of the Original Plan is deleted in its entirety and the following is
      added in its entirety as Section 2(v) of the Amended
  Plan:





(v)           “Restricted
Shares” shall mean Shares granted or sold pursuant to Section 11 of this Plan as
to which neither the substantial risk of forfeiture nor the prohibition on
transfers referred to in such Section 11 has expired.





(j)
            The
      following is added in its entirety as Section 2(x) of the Amended
      Plan:





(x)
“Section 409A” means Section 409A of the Code and the U.S. Department of
Treasury regulations and other interpretive guidance issued
thereunder.





3.           Change to
Section 7 of the Original Plan.The Company hereby deletes
in its entirety Section 7 of the Original Plan and replaces in its entirety the
following as Section 7 of the Amended Plan:





7.           OPTION
PRICE. The Committee shall establish, at the time any Option is granted, the
price per Share for which the Shares covered by the Option may be purchased;
provided, however, that in no event shall such Option price be less than 100% of
the Fair Market Value of the Shares on the date on which the Option is granted;
provided, further, that with respect to an Incentive Stock Option granted to a
Participant who at the time of the grant owns (after applying the attribution
rules of Section 424(d) of the Code) more than 10% of the total combined voting
stock of the Company or of any parent corporation (as defined in Section 424(e)
of the Code) or Subsidiary, the Option price shall not be less than 110% of the
fair market value of the Shares subject to the Incentive Stock Option on the
date such Option is granted.





4.           Change to
Section 8 of the Original Plan.The Company hereby amends
Section 8 of the Original Plan by adding the following in its entirety as the
sixth sentence of Section 8 of the Amended Plan:





Notwithstanding
the foregoing, no payment of the exercise price under this Section 5 shall be
made if such form of payment constitutes a deferral of compensation within the
meaning of Section 409A or otherwise causes the Option to be subject to the
requirements of Section 409A.





5.           Changes
to Section 9 of the Original Plan.The Company hereby amends
Section 9 of the Original Plan as follows:





(a)
            Section
      9(a) of the Original Plan is deleted in its entirety and is replaced in
      the Amended Plan in its entirety by the
  following:





(a)           The
expiration date of an Option shall be determined by the Committee at the time of
grant, but in no event shall (i) an Option be exercisable after the expiration
of ten years from the date of grant of the Option or (ii) an Incentive Stock
Option granted to a Participant, who at the time of the grant owns (after
applying the attribution rules of Section 424(d) of the Code) more than 10% of
the total combined voting stock of the Company or of any parent corporation (as
defined in Section 424(e) of the Code) or Subsidiary, be exercisable after the
expiration of five years from the date of grant of the Incentive Stock
Option.




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(b)
            Section
      9(c) of the Original Plan is deleted in its entirety and is replaced in
      the Amended Plan in its entirety by the
  following:





(c)           The
Committee may in its sole discretion accelerate the date on which any Option may
be exercised and may accelerate the vesting of any Shares subject to any Option
or previously acquired by the exercise of any Option; provided, however, that
any such acceleration of the exercisability of the Option or the vesting of any
Shares is subject to the limitations of Section 409A and, unless otherwise
determined by the Committee, any acceleration of the exercisability of the
Option or the vesting of any Shares under this Section 9(c) shall comply with
Section 409A.





(c)
            Section
      9(d) of the Original Plan is deleted in its entirety and is replaced in
      the Amended Plan in its entirety by the
  following:





(d)           If
the Committee provides that any Option is exercisable only in installments, the
Committee may at any time waive such installment exercise provisions, in whole
or in part, based on such factors as the Committee may determine; provided,
however, that any such waiver of installment exercise provisions of the Option
is subject to the limitations of Section 409A and, unless otherwise determined
by the Committee, any waiver of installment exercise provisions of the Option
under this Section 9(d) shall comply with Section 409A.





(d)
            The
      following is added in its entirety as Section 9(e) of the Amended
      Plan:





(e)           With
respect to any extensions that were not included in the original terms of the
Option but were provided by the Committee after the date of grant, if at the
time of any such extension, the exercise price per Share of the Option is less
than the Fair Market Value of a Share, the extension shall, unless otherwise
determined by the Committee, be limited to the earlier of (a) the maximum term
of the Option as set by its original terms or (b) ten (10) years from the Grant
Date.  Unless otherwise determined by the Committee, any extension of
the term of an Option under this Section 9(e) shall comply with Section 409A to
the extent applicable.





(e)
            The
      following is added in its entirety as Section 9(f) of the Amended
      Plan:





(f)           With
respect to any postponements that were not included in the original terms of the
Option but were provided by the Committee after the date of grant, if at the
time of any such postponement, the exercise price per Share of the Option is
less than the Fair Market Value of a Share, the postponement shall, unless
otherwise determined by the Committee, be limited to the earlier of (a) the
maximum term of the Option as set by its original terms or (b) ten (10) years
from the Grant Date.  Unless otherwise determined by the Committee,
any postponement of the term of an Option under this Section 9(f) shall comply
with Section 409A to the extent applicable.




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(f)
            The
      following is added in its entirety as Section 9(g) of the Amended
      Plan:





(g)           The
Company may toll the expiration of an Option while the participant cannot
exercise the Option because such an exercise would jeopardize the ability of the
Company to continue as a going concern; provided that the period during which
the Option may be exercised is not extended by more than thirty (30) days after
the exercise of the Option (a) would no longer violate an applicable Federal,
state, local, or foreign law or (b) would first no longer jeopardize the ability
of the Company to continue as a going concern.  Unless otherwise
determined by the Committee, any tolling of the expiration of an Option under
this Section 9(g) shall comply with Section 409A to the extent
applicable.





6.           Change to
Section 12 of the Original Plan.The Company hereby amends
Section 12 of the Original Plan by adding in its entirety the following as
Section 12(e) of the Amended Plan:





(e)           Notwithstanding
the foregoing, no adjustment shall be made under 12(a) and no amendment,
modification or change in the terms of any Option shall be made under Section
12(b) which will result in an Award becoming subject to the terms and conditions
of Section 409A or otherwise constitute an impermissible acceleration, unless
agreed upon by the Committee and the Participant.





7.           Change to
Section 17 of the Original Plan.The Company hereby amends
Section 17 of the Original Plan by adding in its entirety the following as the
last sentence of Section 17(a) of the Amended Plan:





Notwithstanding
the foregoing, no amendment or modification of this Plan or any Award shall be
made under this Section 17 which will result in the any Award becoming subject
to the terms and conditions of Section 409A or otherwise constitute an
impermissible acceleration, unless agreed upon by the Committee and the
Participant.





8.           Addition
of New Section 19 to the Amended Plan.The Company hereby adds
Section 19 to the Amended Plan in its entirety as follows:





19.  SECTION
409A.  The Plan is intended to comply with the requirements of Section
409A, without triggering the imposition of any tax penalty
thereunder.  To the extent necessary or advisable, the Board may amend
the Plan or any Award to delete any conflicting provisions and to add any such
other provisions as are required to fully comply with the applicable provisions
of Section 409A applicable to the Plan.  The Committee shall comply
with Section 409A in establishing the rules and procedures applicable to the
Plan.  Notwithstanding any provision of this Plan or any Award to the
contrary, if all or any portion of the payments and/or benefits under this Plan
or any Award are determined to be “nonqualified deferred compensation” subject
to Section 409A and the Participant is a “specified employee” (within the
meaning of Treasury Regulation Section 1.409A-1(i)), as determined by the
Committee in accordance with Section 409A, as of the date of the Participant’s
separation from service (within the meaning of Treasury Regulation Section
1.409A-1(h)), and the delayed payment or distribution of all or any portion of
such amounts to which the Participant is entitled under this Plan and/or any
Award is required in order to avoid a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code, then such portion deferred under this Section 19
shall be paid or distributed to the Participant in a lump sum on the earlier of
(a) the date that is six (6) months following termination of the Participant’s
employment, (b) a date that is no later than thirty (30) days after the date of
the Participant’s death or (c) the earliest date as is permitted under Section
409A.  For purposes of clarity, the six (6) month delay shall not
apply in the case of severance pay contemplated by Treasury Regulation Section
1.409A-1(b)(9)(iii) to the extent of the limits set forth
therein.  Any remaining payments due under this Plan and any Award
shall be paid as otherwise provided therein.




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9.           Full
Force and Effect.  Except to the
extent specifically modified in this Amendment, each and every provision of the
Original Plan remains in full force and effect in the Amended Plan.





10.         Miscellaneous.  This Amendment
shall be governed by and construed in accordance with the substantive laws of
the State of Ohio.  In the event of any conflict between the original
terms of the Original Plan and this Amendment, the terms of this Amendment shall
prevail.




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