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Exhibit 10.2  


 
 

AMENDED AND RESTATED
  2000 DIRECTOR STOCK OPTION PLAN    
    


SECTION 1.    PURPOSE.  


        The purpose of the Amended and Restated 2000 Director Stock Option Plan (the "Plan") is to advance and promote the interests of Mack-Cali Realty
Corporation (the "Corporation") and its Subsidiaries by providing non-employee members of the Board of Directors of the Corporation or its Subsidiaries, if so designated, and
non-employee members of the Advisory Board of the Corporation with an incentive to achieve corporate objectives, to attract and retain non-employee directors and Advisory Board
members of outstanding competence and to provide such individuals with an equity interest in the Corporation through the acquisition of Common Stock and by providing for payments to such individuals
based on the appreciation in value or value of such Common Stock. The Plan is intended to be construed as an employee benefit plan that satisfies the requirements for exemption from the restrictions
of Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to the applicable rules promulgated thereunder. 



SECTION 2.    DEFINITIONS.  


        The following definitions are applicable to the Plan: 


2.1   ADVISORY BOARD.  


        "Advisory Board" shall mean the Advisory Board of the Corporation which was established in December 1997. 


2.2   AWARD.  



        "Award" means Options, Restricted Stock, Stock Appreciation Rights (SARs) or any combination thereof granted under the Plan. 


2.3   AWARD AGREEMENT.  


        "Award Agreement" means the written agreement by which an Award shall be evidenced. 


2.4   BENEFICIARY.  


        "Beneficiary" means the beneficiary or beneficiaries designated by a Participant in accordance with Section 10.8 hereof to receive the amount, if any,
payable under the Plan upon the death of such Participant. 


2.5   BOARD.  


        "Board" means the Board of Directors of the Corporation. 


2.6   CAUSE.  


        "Cause" means termination for fraud or willful misconduct as determined by the Committee or the Board. 


2.7   CHANGE IN CONTROL.  


        "Change in Control" means that any of the following events has occurred: 




	(i)
	any
"person" or "group" of persons, as such terms are used in Sections 13 and 14 of the Exchange Act, other than the Corporation, any of its Subsidiaries, or any
employee benefit plan sponsored by the Corporation or any of its Subsidiaries, becomes the 










"beneficial
owner" (as such term is defined in Rule 13d-3 under the Exchange Act) of thirty percent (30%) or more of the Common Stock issued and outstanding immediately prior to
such acquisition; 



	(ii)
	any
Common Stock is purchased pursuant to a tender or exchange offer other than an offer by the Corporation; or



	(iii)
	the
dissolution or liquidation of the Corporation or the consummation of any merger or consolidation of the Corporation or any sale or other disposition of all or
substantially all of its assets, if the stockholders of the Corporation immediately before such transaction own, immediately after consummation of such transaction, equity securities (other than
options and other rights to acquire equity securities) possessing less than thirty percent (30%) of the voting power of the surviving or acquiring corporation. 





provided,
however, that notwithstanding anything in the Plan to the contrary, no Change in Control shall be deemed to have occurred and no rights arising upon a Change in Control described in Sections
7.3(e), 8.6 and 9.5 hereof shall exist unless on a Plan wide basis, the Board directs to the contrary by resolution adopted prior to the Change in Control. Any resolution of the Board adopted in
accordance with the provisions of this Section directing that this Section and Sections 7.3(e), 8.6 and 9.5 hereof or any of such Sections become ineffective may be rescinded or countermanded at any
time with or without retroactive effect by such Board. 



2.8   CODE.  


        "Code" means the Internal Revenue Code of 1986, as amended from time to time. 


2.9   COMMITTEE.  


        "Committee" means the committee appointed pursuant to Section 3 hereof or if no such Committee is appointed, the Board. 


2.10 COMMON STOCK.  


        "Common Stock" means the common stock, $.01 par value per share, of the Corporation. 



2.11 CORPORATION.  


        "Corporation" means Mack-Cali Realty Corporation. 


2.12 DISABILITY.  


        "Disability" means a mental or physical condition rendering a Participant unable to perform his or her regular duties as determined by the Committee or the Board. 


2.13 DISCRETIONARY OPTION.  


        "Discretionary Option" means a Non-qualified Stock Option granted pursuant to Section 7.2 hereof. 



2.14 EFFECTIVE DATE.  


        "Effective Date" means March 24, 2003, subject to stockholder approval. 


2.15 ELIGIBLE ADVISORY BOARD MEMBERS.  


        "Eligible Advisory Board Members" means any non-employee members of the Advisory Board. 








2.16 ELIGIBLE DIRECTORS.  


        "Eligible Directors" means any non-employee members of the Board. In addition, Eligible Director shall include any non-employee members of
the Board of Directors of a Subsidiary of the Company, if and only if, and only to the extent, such Board of Directors is designated by the Board as eligible to participate in the Plan. 


2.17 ELIGIBLE INDIVIDUAL.  


        "Eligible Individual" means any Eligible Director or an Eligible Advisory Board Member. 



2.18 EXCHANGE ACT.  


        "Exchange Act" means the Securities Exchange Act of 1934, as amended. References to a particular section of, or rule under the Exchange Act include references to
successor provisions. 


2.19 FAIR MARKET VALUE.  


        "Fair Market Value" means the fair market value of the Common Stock based upon the closing price of a Share as quoted on the New York Stock Exchange at the end of
the last business day preceding the Grant Date or other date of determination. 



2.20 INCENTIVE STOCK OPTION.  


        "Incentive Stock Option" means an option to purchase Common Stock that satisfies the requirements of Section 422 of the Code. 


2.21 IMMEDIATE FAMILY.  


        "Immediate Family" means, with respect to a particular Participant, the Participant's spouse, children and grandchildren. 


2.22 MATURE SHARES.  



        "Mature Shares" means Shares for which the holder thereof has good title, free and clear of all liens and encumbrances, and which such holder either
(i) has held for at least six (6) months or (ii) has purchased from the open market. 


2.23 NON-DISCRETIONARY OPTION.  


        "Non-Discretionary Option" means a Non-qualified Stock Option granted pursuant to Section 7.1 hereof. 



2.24 NON-QUALIFIED STOCK OPTION.  


        "Non-qualified Stock Option" means an option to purchase Common Stock that does not qualify as an Incentive Stock Option. 


2.25 OPTION.  


        "Option" means a Discretionary Option or Non-Discretionary Option granted under the Plan. All Options granted under this Plan shall be
Non-qualified Stock Options. 



2.26 OPTION PRICE.  


        "Option Price" means the purchase price per Share of an Option. 








2.27 OPTION TERM.  


        "Option Term" means the period beginning on the Grant Date of an Option and ending on the expiration date of such Option, as specified in the Award Agreement for
such Option and as may, in the discretion of the Committee, and consistent with the provisions of the Plan, be extended from time to time. 



2.28 PARTICIPANT.  


        "Participant" means an Eligible Director or Eligible Advisory Board Member who has been granted an Award or a Permitted Transferee. 


2.29 PERMITTED TRANSFEREE.  


        "Permitted Transferee" means a person to whom an Award may be transferred or assigned in accordance with Section 10.8 hereof. 



2.30 PLAN.  


        "Plan" means this Amended and Restated 2000 Director Stock Option Plan, as the same may be amended from time to time. 


2.31 RESTRICTED STOCK.  


        "Restricted Stock" means Shares that are subject to forfeiture if the Participant does not satisfy the Restrictions specified in the Award Agreement applicable to
such Restricted Stock. 


2.32 RESTRICTED PERIOD.  



        "Restricted Period" means the period of time Restricted Stock is subject to the Restrictions specified in the Award Agreement applicable to such Restricted Stock. 


2.33 RESTRICTIONS.  


        "Restrictions" means those restrictions and conditions placed upon Restricted Stock as determined by the Board in accordance with Section 9.2 hereof. 


2.34 RETIREMENT.  



        "Retirement" means separation from service as a director or member of the Advisory Board on or after age 65 or at such other time as the Board may designate. 


2.35 RULE 16B-3.  


        "Rule 16b-3" means Rule 16b-3 of the SEC under the Exchange Act, as amended from time to time, together with any successor
rule. 


2.36 SEC.  


        "SEC" means the Securities and Exchange Commission. 



2.37 SECTION 16 PARTICIPANT.  


        "Section 16 Participant" means a Participant who is subject to potential liability under Section 16(b) of the Exchange Act with respect to
transactions involving equity securities of the Corporation. 


2.38 SHARE.  


        "Share" means a share of Common Stock. 








2.39 STOCK APPRECIATION RIGHT or SAR.  


        "Stock Appreciation Right" or "SAR" means a right granted under the Plan, in connection with an Option or separately, to receive the appreciation in value of
Shares. 


2.40 SUBSIDIARY.  


        "Subsidiary" means a corporation or other entity with respect which the Corporation (i) owns, directly or indirectly, fifty percent (50%) or more of the
then outstanding common stock in any corporation or (ii) has a fifty percent (50%) or more ownership interest in any other entity. 



SECTION 3.    ADMINISTRATION.  


        The Plan shall be administered by a committee (the "Committee), which shall consist of two or more directors of the Corporation, all of whom qualify as
"Non-Employee Directors" as defined in Rule 16b-3. The number of members of the Committee shall from time to time be increased or decreased, and shall be subject to such
conditions, in each case as the Board deems appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3 as then in effect. In the
event that the Executive Compensation and Option Committee of the Board (the "Compensation Committee) meets the requirements set forth in this Section 3 hereof, such Compensation Committee
shall be the Committee hereunder unless otherwise determined by the Board. 



        A
majority of the members of the Committee shall constitute a quorum. The Committee may act at a meeting, including a telephonic meeting, by action of a majority of the members present,
or without a meeting by unanimous written consent. 


        Subject
to the express provisions of the Plan, the Committee shall have full and final authority and discretion as follows: 




	(i)
	to
select the Participants from Eligible Individuals entitled to receive Awards (other than Non-Discretionary Options pursuant to Section 7.1 hereof);



	(ii)
	to
grant Discretionary Options and/or Restricted Stock to Participants in such combination and in such amounts as it shall determine, and to determine the terms and
conditions applicable to each such Award, including the benefit payable under any SAR, and whether or not specific Awards shall be identifiable with other specific Awards, and if so whether they shall
be exercisable cumulatively with, or alternatively to, such other specific Award;



	(iii)
	to
determine the amount, if any, that a Participant shall pay for Restricted Stock, the nature of the Restrictions applicable to the Restricted Stock, and the duration
of the Restricted Period applicable to the Restricted Stock;



	(iv)
	to
determine the actual amount earned by each Participant with respect to such Awards, the terms and conditions of all Award Agreements (which need not be identical)
and with the consent of the Participant, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to the extent permitted by the Plan, except that consent
of the Participant shall not be required for any amendment which (A) does not adversely affect the rights of the Participant or (B) is necessary or advisable (as determined by the
Committee) to carry out the purpose of the Award as a result of any change in applicable law; provided, however, that the Committee shall not have the authority and discretion to re-price
any Award;



	(v)
	to
determine the number of Shares to be covered by an Option and the time or times when and the manner in which each Option shall be exercisable;



	(vi)
	to
grant a SAR in connection with the grant of an Option or separately; 









	(vii)
	to
accelerate the exercisability (including exercisability within a period of less than one year after the Grant Date) of, and to accelerate or waive any or all of the
terms and conditions applicable to, any Award or any group of Awards for any reason and at any time, including in connection with a termination of service (other than for Cause);



	(viii)
	subject
to the provisions of the Plan, to extend the time during which any Award or group of Awards may be exercised;



	(ix)
	to
interpret the Plan and make all determinations necessary or advisable for the administration of the Plan including the establishment, amendment or revocation from
time to time of guidelines or regulations for the administration of the Plan, to cause appropriate records to be established, and to make all determinations and take all other actions considered
necessary or advisable for the administration of the Plan; and



	(x)
	to
take any other action with respect to any matters relating to the Plan for which it is responsible. 





        All
decisions, actions or interpretations of the Committee on all matters relating to the Plan or any Award Agreement shall be final, binding and conclusive upon all parties. No member
of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award. 


SECTION 4.    PARTICIPATION/SERVICE.  


4.1    NON-DISCRETIONARY OPTIONS.  


        All Eligible Directors shall automatically be eligible to receive Non-Discretionary Options under the Plan. 


4.2   DISCRETIONARY OPTIONS AND OTHER AWARDS.  


        The Committee, may, in its discretion grant Discretionary Options and other Awards to any Eligible Individual, whether or not he or she has previously received an
Award. Participation in the Plan (other than with respect to Non-Discretionary Options) shall be limited to those Eligible Individuals who have received written notification from the
Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan. No such Eligible Individuals shall at any time have the right to receive a
Discretionary Option or other Award (other than a Non-Discretionary Option) unless selected by the Committee pursuant to the Plan. No Participant, having been granted an Award, shall have
the right to an additional Award in the future unless such Award is granted by the Committee. 


4.3   TRANSFER OF SERVICE FROM BOARD TO ADVISORY BOARD OR VICE VERSA.  



        For purposes of determining the exercise period and vesting of Awards granted hereunder, (i) a Participant who resigns as a member of the Board in order to
become a member of the Advisory Board shall be deemed during his or her period of service as a member of the Advisory Board to be a continuing member of the Board and (ii) a Participant who
resigns as a member of the Advisory Board in order to become a member of the Board shall be deemed during his or her period of service as a member of the Board to be a continuing member of the
Advisory Board. 


SECTION 5.    MAXIMUM NUMBER OF SHARES AVAILABLE FOR AWARDS.  



        Subject to adjustment in accordance with Section 10.2 hereof, the maximum number of Shares for which grants under the Plan shall be available is 350,000.
In addition, the Committee shall have the authority, in its sole discretion, to grant additional Options to a Participant who exercises an Option and pays the exercise price in Common Stock, in a
quantity equal to the number of Common Stock delivered to the Corporation upon such exercise. In the event any Awards granted under the Plan shall be forfeited, terminate or expire, the number of
Shares subject to such Award, to the extent of any 








such
forfeiture, termination or expiration, shall thereafter again be available for grant under the Plan. The Common Stock distributed under the Plan may be authorized and unissued shares, shares held
in the treasury of the Corporation, or shares purchased on the open market by the Corporation (at such time or times and in such manner as it may determine). The Corporation shall be under no
obligation to acquire Common Stock for distribution to Participants before such Common Stock is due and distributable. 


SECTION 6.    GENERAL CONDITIONS TO GRANTS.  


        The Grant Date of a Non-Discretionary Option shall be the date on which the Eligible Director is initially elected or appointed to the Board and the
Grant Date of a Discretionary Option or any other Award (other than a Non-Discretionary Option) shall be the date on which the Committee grants the Award or such later date as specified in
advance by the Committee. All Awards shall be evidenced by an Award Agreement and any terms and conditions of an Award not set forth in the Plan shall be set forth in the Award Agreement related to
that Award. 


SECTION 7.    OPTIONS.  



7.1    GRANT OF NON-DISCRETIONARY OPTIONS.  


        Each Eligible Director shall be granted, upon his or her initial election or appointment to the Board, a Non-qualified Stock Option to purchase 5,000
Shares (a "Non-Discretionary Option"). The grant of a Non-Discretionary Option shall not be subject to the discretion of the Committee. 


7.2   GRANT OF DISCRETIONARY OPTIONS.  


        Subject to the provisions of the Plan, the Committee shall determine and designate from time to time those Eligible Individuals to whom Discretionary Options
shall be granted and the number of Shares to be granted to each such Eligible Individual. In determining the Eligible Individuals who will be granted Discretionary Options under the Plan, the
Committee may consider such individuals' responsibilities, service, present and future value to the Corporation or any Subsidiary and other factors it considers relevant. A Discretionary Option or
other Award granted under this Section 7.2 may be in addition to the Non-Discretionary Option granted to an Eligible Director pursuant to Section 7.1 hereof. 


7.3   TERMS AND CONDITIONS OF OPTIONS.  



        Except as otherwise provided in an Award Agreement, each Option shall be subject to the following express terms and conditions and to such other terms and
conditions as the Committee may deem appropriate as set forth in the Award Agreement. 



	(a)
	OPTION TERM. Each Option shall expire on the tenth (10th) anniversary of the Grant Date or such earlier period specified in the
Participant's Award Agreement. The Committee may extend such Option Term; provided, however, that the Option Term, including any such extensions, shall not exceed ten (10) years.



	(b)
	OPTION PRICE. The Option Price of each Share underlying a Discretionary Option shall be determined by the Committee no later than the
Grant Date of such Discretionary Option. The Option Price of each Share underlying a Non-Discretionary Option shall be the Fair Market Value of a Share on the Grant Date of such
Non-Discretionary Option.



	(c)
	EXERCISE OF OPTION. No part of any Option may be exercised until the Participant shall have remained a member of the Board or Advisory
Board, as the case may be, for the periods set forth below:



	(i)
	Non-Discretionary Options.    One year from the Grant Date.



	(ii)
	Discretionary Options And Other Awards.    The period, if any, determined by the Committee in its sole
discretion. 












	(d)
	PAYMENT OF PURCHASE PRICE UPON EXERCISE. The purchase price as to which an Option shall be exercised shall be paid to the Corporation
at the time of exercise either (i) in cash, certified check or wire transfer, (ii) in such other consideration as the Committee deems appropriate, including, but not limited to, loans
from a third party, (iii) subject to the approval of the Committee, in Mature Shares already owned by the Participant having a total fair market value, as determined by the Committee, equal to
the purchase price, or a combination of cash and Mature Shares having a total fair market value, as so determined, equal to the purchase price, (iv) subject to the approval of the Committee, in
its sole discretion, by delivering a properly executed exercise notice in a form approved by the Committee, together with an irrevocable notice of exercise and irrevocable instructions to a broker to
promptly deliver to the Corporation the amount of applicable sale sufficient to pay the purchase price for such Shares, together with the amount of federal, state and local withholding taxes payable
by Participant by reason of such exercise, or (v) a combination of the foregoing.



	(e)
	EXERCISE IN THE EVENT OF DEATH, DISABILITY, RETIREMENT OR OTHER TERMINATION OF SERVICE OR A CHANGE IN CONTROL. Subject to
Section 4.3 hereof, the following provisions shall apply upon termination of a Participant's service as a member of the Board or Advisory Board:



	(i)
	Upon Termination Due To Death, Disability Or Retirement.    If Participant's service as a member of the Board
or the Advisory Board shall terminate because of his or her death, Disability or Retirement, the Participant, Beneficiary or legal representative shall have the right to exercise all Options
regardless of whether such Options are vested, at any time and from time to time, but not later than (x) one year following the date of death or Disability, (ii) one year following the
date of Retirement, or (iii) the expiration date specified pursuant to Section 7.3(a) hereof, whichever is earlier.



	(ii)
	Upon Termination For Any Reason Other Than Due To Death, Disability, Retirement Or For Cause.    If a
Participant' s service as a member of the Board or Advisory Board shall terminate for any reason other than due to the Participant's death, Disability, Retirement or termination for Cause, such
Participant shall have the right to exercise his or her Options, to the extent that such Participant shall have been entitled to do so on the date of such termination, at any time and from time to
time, but not later than (i) on the expiration date specified pursuant to Section 7.3(a) hereof or (ii) three (3) months after the date of such termination of service,
whichever date is earlier and the portion of any Option granted hereunder that is not vested and exercisable as of the date of such termination of service shall automatically expire and be forfeited
as of the date of such termination of service.



	(iii)
	Upon Termination For Cause.    If a Participant's service as a member of the Board or Advisory Board shall
terminate for Cause, all Options regardless of whether such Options are vested or not shall be forfeited and canceled on the date of such termination.



	(iv)
	Upon A Change In Control.    In the event a Participant's service shall terminate on or within six
(6) months following a Change in Control, the vesting of all Options granted under the Plan which the Participant shall not then have been entitled to exercise shall be accelerated as of the
date of such termination and the Participant may exercise all such Options at any time, or from time to time, but not later than (x) the expiration date specified pursuant to
Section 7.3(a) hereof or (y) three (3) months after such termination, whichever is earlier.






	(f)
	PARTICIPANTS TO HAVE NO RIGHTS AS STOCKHOLDERS. No Participant shall have any rights as a stockholder with respect to any Common Stock
subject to his or her Option prior to the date of issuance to him or her of such Common Stock.



	(g)
	INVESTMENT REPRESENTATION. Each Award Agreement for an Option shall provide that, upon demand by the Committee for such a
representation, the Participant (or any person 








acting
under Section 7.3(e) hereof) shall deliver to the Committee, at the time of any exercise of an Option or portion thereof, a written representation that the Shares to be acquired upon
such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof. Upon such demand, delivery of such representation prior to the delivery of any Common
Stock issued upon exercise of an Option and prior to the expiration of the Option Term shall be a condition precedent to the right of the Participant or such other person to purchase any Common Stock.
In the event certificates for Common Stock are delivered under the Plan with respect to which such an investment representation has been obtained, the Committee may cause a legend or legends to be
placed on certificates to make appropriate reference to such representations and to restrict transfer in the absence of compliance with applicable federal or state securities laws. 



	(h)
	OTHER OPTION PROVISIONS. The Committee may require a Participant to agree, as a condition to receiving an Option under the Plan, that
part or all of any Options previously granted to such Participant under the Plan or any prior plan of the Corporation be terminated. 




7.4   EXERCISE OF OPTIONS.  


        An Option shall be exercised by the delivery to the Corporation during the Option Term of (x) written notice of intent to purchase a specific number of
Shares subject to the Option and (y) payment in full of the Option Price of such specific number of Shares. 


SECTION 8.    STOCK APPRECIATION RIGHTS.  


8.1    AWARD OF STOCK APPRECIATION RIGHTS.  


        Subject to the provisions of the Plan, the Committee shall determine and designate from time to time those Eligible Individuals to whom SARs shall be granted and
the number of Shares to be granted to each such Eligible Individual. When granted SARS may, but need not, be identified with a specific Option (including any Option granted on or before the Grant Date
of the SARs) in a number equal to or different from the number of SARs so granted. If SARs are identified with Shares subject to an Option, then, unless otherwise provided in the applicable Award
Agreement, the Participant's associated SARs shall terminate upon (x) the expiration, termination, forfeiture or cancellation of such Option, or (y) the exercise of such Option. 


8.2   STRIKE PRICE.  


        The strike price ("Strike Price") of any SAR shall equal, for any SAR that is identified with an Option, the Option Price of such Option, or for any other SAR,
100% of the Fair Market Value of a Share on the Grant Date of such SAR; except that the Committee may (x) specify a higher Strike Price in the Award Agreement or (y) provide that the
benefit payable upon exercise of any SAR shall not exceed a percentage of Fair Market Value of a Share on such Grant Date as the Committee shall specify. 


8.3   VESTING OF SARS.  


        Unless otherwise specified in the applicable Award Agreement or in the Participant's employment or other agreement with the Corporation or any Subsidiary,
(x) each SAR not identified with any other Award shall become exercisable on the first anniversary of the Grant Date of such SAR or in such other amounts and over such other time period as may
be determined by the Committee and (y) each SAR which is identified with any other Award shall become exercisable as and to the extent that the Option with which such SAR is identified may be
exercised. 








8.4   EXERCISE OF SARS.  


        SARs shall be exercised by delivery to the Corporation of written notice of intent to exercise a specific number of SARs. Unless otherwise provided in the
applicable Award Agreement, the exercise of SARs which are identified with Shares subject to an Option shall result in the cancellation or forfeiture of such Option, to the extent of such exercise and
any such Shares so canceled or forfeited shall not thereafter again become available for grant under the Plan. The benefit for each SAR shall be equal to (x) the Fair Market Value of the Share
on the date of such exercise, minus (y) the Strike Price of such SAR. Such benefit shall be payable in cash (subject to applicable withholding), except that the Committee may provide in the
applicable Award Agreement that benefits may be paid wholly or partly in Shares. 


8.5   NO RIGHTS AS STOCKHOLDERS.  


        No Participant shall have any rights as a stockholder with respect to any Common Stock subject to his or her SAR. 


8.6   EXERCISE IN THE EVENT OF TERMINATION OF SERVICE OR CHANGE IN CONTROL.  



        Unless otherwise provided in an Award Agreement, the following provisions shall apply upon termination of a Participant's service as a member of the Board or
Advisory Board: 




	(i)
	Upon Termination Due To Death, Disability Or Retirement.    If Participant's service as a member of the Board
or the Advisory Board shall terminate because of his or her death, Disability or Retirement, the Participant, Beneficiary or legal representative shall have the right to exercise all SARs regardless
of whether such SARs are vested, at any time and from time to time, but not later than (x) one year following the date of death or Disability, (ii) one year following the date of
Retirement, or (iii) the expiration date specified in the Award Agreement, whichever is earlier.



	(ii)
	Upon Termination For Any Reason Other Than Due To Death, Disability, Retirement Or For Cause.    If a
Participant' s service as a member of the Board or Advisory Board shall terminate for any reason other than due to the Participant's death, Disability, Retirement or termination for Cause, such
Participant shall have the right to exercise his or her SARs, to the extent that such Participant shall have been entitled to do so on the date of such termination, at any time and from time to time,
but not later than (i) on the expiration date specified in the Award Agreement or (ii) three (3) months after the date of such termination of service, whichever date is earlier
and the portion of any SAR granted hereunder that is not vested and exercisable as of the date of such termination of service shall automatically expire and be forfeited as of the date of such
termination of service.



	(iii)
	Upon Termination For Cause.    If a Participant's service as a member of the Board or Advisory Board shall
terminate for Cause, all SARs regardless of whether such SARs are vested or not shall be forfeited and canceled on the date of such termination.



	(iv)
	Upon A Change In Control.    In the event a Participant's service shall terminate on or within six
(6) months following a Change in Control, the vesting of all SARs granted under the Plan which the Participant shall not then have been entitled to exercise shall be accelerated as of the date
of such termination and the Participant may exercise all such SARs at any time, or from time to time, but not later than (x) the expiration date specified in the Award Agreement or
(y) three (3) months after such termination, whichever is earlier. 












SECTION 9.    RESTRICTED STOCK.  


9.1    AWARDS OF RESTRICTED STOCK.  


        Restricted Stock awarded under this Plan shall be subject to certain Restrictions as provided below. All Restrictions imposed on any such Award of Restricted
Stock shall be made by and at the discretion of the Committee, subject to the provisions of the Plan, and are binding on the Corporation and the Participants, their Beneficiaries and legal
representatives. 


9.2   RESTRICTED PERIOD/RESTRICTIONS.  


        At the time each Award of Restricted Stock is granted, the Committee (i) shall establish a Restricted Period within which Restricted Stock awarded to the
Participants may not be sold, assigned, transferred, made subject to gift, or otherwise disposed of, mortgaged, pledged or otherwise encumbered, if any and (ii) may impose such other
Restrictions on any Restricted Stock as it may deem advisable. 



9.3   RIGHTS AS STOCKHOLDERS.  


        Except for the conditions outlined in Section 9.2 hereof, and the forfeiture conditions described in Section 9.5 hereof, each Participant shall have
all rights of a holder of Common Stock, including the right to receive all dividends or other distributions made or paid in respect of such Shares and the right to vote such Shares at regular or
special meetings of the stockholders of the Corporation. 


9.4   DELIVERY OF SHARES.  


        The certificates for any Restricted Stock awarded to an Eligible Individual under the Plan shall be held (together with a stock power executed in blank by the
Eligible Individual) in escrow by the Secretary of the Corporation under the Participant's name in an account maintained by the Corporation until such Shares of Restricted Stock become nonforfeitable
or are forfeited. At the conclusion of the Restricted Period or the expiration or attainment of such other Restrictions imposed on any Restricted Stock granted to a Participant, or upon the prior
approval of the Committee as described in Section 9.5 hereof, and subject to the satisfaction of the Corporation's withholding obligations described in Section 10.7 hereof, certificates
representing such Shares of Restricted Stock shall be delivered to the Participant, or the Beneficiary or legal representative of the Participant, free of the Restrictions set forth in the Award
Agreement pursuant to Section 9.2 hereof. 


9.5   EXERCISE IN THE EVENT OF TERMINATION OF SERVICE OR CHANGE IN CONTROL.  


        Unless otherwise provided in an Award Agreement, the following provisions shall apply upon termination of a Participant's service as a member of the Board or
Advisory Board: 




	(i)
	Upon Termination Due To Death, Disability Or Retirement.    If Participant's service as a member of the Board
or the Advisory Board shall terminate because of his or her death, Disability or Retirement, the Participant, all Restricted Periods shall end, the Restricted Period or other Restrictions applicable
to all previously granted Awards of Restricted Stock shall end or lapse, as the case may be, and such Shares shall be released and certificates representing such Shares of Restricted Stock shall be
delivered to the Participants free from such Restrictions as soon as practicable following such termination of service.



	(ii)
	Upon Termination For Any Reason Other Than Due To Death, Disability, Retirement Or For Cause.    If a
Participant' s service as a member of the Board or Advisory Board shall terminate for any reason other than due to the Participant's death, Disability, Retirement or termination for Cause, all
Restricted Stock awarded under the Plan which are then subject to a Restricted Period or other Restrictions shall be forfeited and become property of the Corporation on the date of such termination of
service. 









	(iii)
	Upon Termination For Cause.    If a Participant's service as a member of the Board or Advisory Board shall
terminate for Cause, all Restricted Stock awarded under the Plan which are then subject to a Restricted Period or other Restrictions shall be forfeited and become property of the Corporation on the
date of such termination of service.



	(iv)
	Upon A Change In Control.    In the event of a Change in Control, all Restricted Periods shall end, the
Restricted Period or other Restrictions applicable to all previously granted Awards of Restricted Stock shall end or lapse, as the case may be, and such Shares shall be released and certificates
representing such Shares of Restricted Stock shall be delivered to the Participants free from such Restrictions as soon as practicable following such Change in Control. 





9.6   SECTION 83(B) ELECTIONS.  


        A Participant who files an election permitted under Section 83(b) of the Code with the Internal Revenue Service to include the fair market value of any
Restricted Stock in gross income while they are still subject to a Restricted Period or other Restrictions shall notify the Corporation of such election within ten (10) days of making such
election and promptly furnish the Corporation with a copy of such election together with the amount of any federal, state, local or other taxes required to be withheld to enable the Corporation to
claim an income tax deduction with respect to such election. 


SECTION 10.    GENERAL PROVISIONS.  


10.1    GENERAL CREDITOR STATUS.  


        Participants shall have no right, title, or interest whatsoever in or to any investments that the Corporation may make to aid it in meeting its obligations under
the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation
and any Participant, Beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive payments from the Corporation under the Plan, such right shall be
no greater than the right of an unsecured general creditor of the Corporation. All payments to be made hereunder shall be paid from the general funds of the Corporation and no special or separate fund
shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan; provided, however, that in its sole discretion, the
Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock; provided, further, however, that, unless the Committee
otherwise determines with the consent of the affected Participant, the existence of such trusts or other arrangements shall be consistent with the "unfunded" status of the Plan. 


10.2 CERTAIN ADJUSTMENTS TO SHARES.  


        In the event of any change in the Common Stock by reason of any stock dividend, recapitalization, reorganization, spin-off, split-off,
merger, consolidation, stock split, reverse stock split, combination or exchange of shares, or any rights offering to purchase Common Stock at a price substantially below fair market value, or of any
similar change affecting the Common Stock of or by the Corporation, the number and kind of Shares available for Awards under the Plan and the number and kind of Shares subject to a Restricted Period
or other Restrictions or subject to Options in outstanding Awards and the Option Price or purchase price per Share thereof shall be appropriately adjusted consistent with such change in such manner as
the Committee may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, the Participants hereunder. The Committee shall give notice to each
Participant of any adjustment made pursuant to this Section and, upon notice, such adjustment shall be effective and binding for all purposes of the Plan. 








10.3 SUCCESSOR CORPORATION.  


        The obligations of the Corporation under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or
other reorganization of the Corporation, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Corporation. The Corporation agrees that it
will make appropriate provision for the preservation
of Participants' rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets. 



10.4 NO CLAIM OR RIGHT UNDER THE PLAN.  


        Neither the Plan nor any action taken thereunder shall be construed as giving any non-employee member of the Board or Advisory Board member any right
to a continuation of membership on the Board or the Advisory Board, as applicable. 


10.5 AWARDS NOT TREATED AS COMPENSATION UNDER BENEFIT.  


        No Award shall be considered as compensation under any employee benefit plan of the Corporation, except as specifically provided in any such plan or as otherwise
determined by the Board. 



10.6 LISTING AND QUALIFICATION OF COMMON STOCK.  


        The Corporation, in its discretion, may postpone the issuance or delivery of Common Stock upon any exercise of an Option or pursuant to an Award of Restricted
Stock until completion of such stock exchange listing or other qualification of such shares under any state or federal law, rule or regulation as the Corporation may consider appropriate, and may
require any Participant, Beneficiary or legal representative to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the
Shares in compliance with applicable laws, rules and regulations. 



10.7 WITHHOLDING TAXES.  


        The Corporation may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state and local taxes
required by law to be withheld with respect to Awards granted pursuant to the Plan including, but not limited to (i) accepting a remittance from the Participant in cash, or in the Committee's
discretion in Mature Shares, (ii) deducting the amount required to be withheld from any other amount then or thereafter payable by the Corporation to a Participant, Beneficiary or legal
representative or from any Shares due to the Participant under the Plan, (iii) requiring a Participant, Beneficiary or legal representative to pay to the Corporation the amount required to be
withheld as a condition of releasing Common Stock or (iv) any combination of the foregoing. In addition, subject to such rules and regulations as the Committee shall from time to time
establish, Participants shall be permitted to satisfy federal, state and local taxes, if any, imposed upon the payment of Awards in Common Stock at a rate up to such Participant's maximum marginal
tax rate with respect to each such tax by (i) irrevocably electing to have the Corporation deduct from the number of Shares otherwise deliverable upon exercise of an Award such number of Shares
as shall have a value equal to the amount of tax to be withheld, (ii) delivering to the Corporation such portion of the Common Stock delivered in payment of the Award as shall have a value
equal to the amount of tax to be withheld, or (iii) delivering to the Corporation such number of Mature Shares or combination of Mature Shares and cash as shall have a value equal to the amount
of tax to be withheld. 


10.8 NON-TRANSFERABILITY/DESIGNATION AND CHANGE OF BENEFICIARY.  



	(a)
	An
Award granted hereunder shall not be assignable or transferable other than by will or by the laws of descent and distribution and may be exercised during the Participant's lifetime
only by the Participant or his or her guardian or legal representative, except that a Participant may, if permitted by the Committee, in its discretion, transfer an Award, or portion thereof, to one
or more members of the Participant's Immediate Family. 









	(b)
	Each
Participant shall file with the Committee a written designation of one or more persons as the Beneficiary who shall be entitled to receive the amount, if any, payable under the
Plan upon his or her death. A Participant may, from time to time, revoke or change his or her Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the
Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the
Committee prior to the Participants' death, and in no event shall it be effective as of a date prior to such receipt. 




10.9 PAYMENTS TO PERSONS OTHER THAN A PARTICIPANT.  


        If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident,
or is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative), may, if the Committee so
directs the Corporation, be paid to his or her spouse, a child, a relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Corporation therefor. 


10.10 NO LIABILITY OF COMMITTEE MEMBERS.  


        No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his or her behalf in his or her
capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Corporation shall indemnify and hold harmless each employee, officer or director of the Corporation to
whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum
paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of such person's own fraud or bad faith. The
indemnification provided for in this Section 10.10 shall be in addition to any rights of indemnification such Committee member has as a director or officer pursuant to law, under the
Certificate of Incorporation or By-Laws of the Corporation. 



10.11 AMENDMENT OR TERMINATION.  


        Except as to matters that in the opinion of the Corporation's legal counsel require stockholder approval, any provision of the Plan may be modified as to a
Participant by an individual agreement approved by the Committee. The Board may, with prospective or retroactive effect, amend, suspend or terminate the Plan or any portion thereof at any time;
provided, however, that (i) no amendment that would materially increase the cost of the Plan to the Corporation may be made by the Board without the approval of the stockholders of the
Corporation and (ii) no amendment, suspension or termination of the Plan shall deprive any Participant of any rights to Awards previously made under the Plan without his or her written consent.
Subject to earlier termination pursuant to the provisions of this Section, and unless the stockholders of the Corporation shall have approved an extension of the Plan beyond such date, the Plan shall
terminate and no further Awards shall be made under the Plan after the tenth (10th) anniversary of the Effective Date of the Plan specified in Section 10.15 hereof. 


10.12 UNFUNDED PLAN.  


        The Plan is intended to constitute an unfunded deferred compensation arrangement. 



10.13 GOVERNING LAW.  


        The Plan shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to the principles of conflicts of law thereof. 








10.14 NON-UNIFORM DETERMINATIONS.  


        The Committee's determinations under the Plan need not be uniform and may be made by the Committee selectively among persons who receive, or are eligible to
receive Discretionary Options or other Awards (other than Non-Discretionary Options), whether or not such persons are similarly situated. Without limiting the generality of the foregoing,
the Committee shall be entitled, to enter into non-uniform and selective Award Agreements as to (a) the identity of the Participant, (b) the terms and provisions of Awards,
and (c) the treatment of termination of service. 


10.15 EFFECTIVE DATE.  


        The Plan was originally effective September 11, 2000. This Amended and Restated Plan is effective March 24, 2003, subject to stockholder approval. 



10.16 NO ILLEGAL TRANSACTIONS.  


        The Plan and all Awards granted pursuant to it are subject to all applicable laws and regulations. Notwithstanding any provision of the Plan or any Award,
Participants shall not be entitled to exercise or receive benefits under, any Award, and the Corporation shall not be obligated to deliver any Shares or deliver any benefits to a Participant, if such
exercise or delivery would constitute a violation by the Participant or the Corporation of any applicable law or regulation. 


10.17 SEVERABILITY.  


        If any part of the Plan is declared by any court of governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any
other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in manner which will give effect to the terms of such Section to the
fullest extent possible while remaining lawful and valid. 









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AMENDED AND RESTATED 2000 DIRECTOR STOCK OPTION PLAN