EX-10.1






HEALTHCARE TRUST OF AMERICA, INC.

AMENDED AND RESTATED 2006 INCENTIVE PLAN




HEALTHCARE TRUST OF AMERICA, INC.

AMENDED AND RESTATED 2006 INCENTIVE PLAN




	 	 	 
	ARTICLE 1 HISTORY AND PURPOSE
	1.1

1.2
	 	History

Purpose







	 	 	 
	ARTICLE 2 DEFINITIONS
	ARTICLE 3 EFFECTIVE TERM OF PLAN
	3.1

3.2
	 	Effective Date

Term of Plan







	 	 	 
	ARTICLE 4 ADMINISTRATION
	4.1

4.2

4.3

4.4

4.5
	 	Committee

Actions and Interpretations by the Committee

Authority of Committee

Delegation

Indemnification







	 	 	 
	ARTICLE 5 SHARES SUBJECT TO THE PLAN
	5.1

5.2

5.3
	 	Number of Shares

Share Counting

Stock Distributed







	 	 	 	 	 
	ARTICLE 6 ELIGIBILITY
	ARTICLE 7 STOCK OPTIONS
	 	7.1	 	 	Grant of Stock Options







	 	 	 	 	 
	ARTICLE 8 STOCK APPRECIATION RIGHTS
	 	8.1	 	 	Grant of Stock Appreciation Rights








	 	 	 	ARTICLE 9 RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS	 






	 	9.1	 	Grant of Restricted Stock, Restricted Stock
Units and Deferred Stock Units	 





	 	 	 
	9.2

9.3

9.4

9.5
	 	Issuance and Restrictions

Dividends on Restricted Stock

Forfeiture

Delivery of Restricted Stock







	 	 	 
	ARTICLE 10 PERFORMANCE AWARDS
	10.1

10.2
	 	Grant of Performance Awards

Performance Goals







	 	 	 
	ARTICLE 11 DIVIDEND EQUIVALENTS
	ARTICLE 12 STOCK OR OTHER STOCK-BASED AWARDS
	ARTICLE 13 PROVISIONS APPLICABLE TO AWARDS
	13.1

13.2

13.3

13.4

13.5

13.6

13.7

13.8

13.9
	 	Award Certificates

Form of Payment of Awards

Limits on Transfer

Beneficiaries

Stock Trading Restrictions

Acceleration upon Death or Disability

Acceleration upon a Change in Control

Forfeiture Events

Substitute Awards







	 	 	 
	ARTICLE 14 CHANGES IN CAPITAL STRUCTURE
	14.1

14.2

14.3
	 	Mandatory Adjustments

Discretionary Adjustments

General







	 	 	 
	ARTICLE 15 AMENDMENT, MODIFICATION AND TERMINATION
	15.1

15.2

15.3
	 	Amendment, Modification and Termination

Awards Previously Granted

Compliance Amendments







	 	 	 
	ARTICLE 16 GENERAL PROVISIONS
	16.1

16.2

16.3

16.4

16.5

16.6

16.7

16.8

16.9

16.10

16.11

16.12

16.13
	 	Rights of Participants

Withholding

Special Provisions Related to Section 409A of the Code

Unfunded Status of Awards

Relationship to Other Benefits

Expenses

Titles and Headings

Gender and Number

Fractional Shares

Government and Other Regulations

Governing Law

Severability

No Limitations on Rights of Company







HEALTHCARE TRUST OF AMERICA, INC.

AMENDED AND RESTATED 2006 INCENTIVE PLAN




ARTICLE 1

HISTORY AND PURPOSE




1.1. History. The Healthcare Trust of America, Inc. Amended and Restated 2006
Incentive Plan (the “Plan”) was originally adopted by the Board of Directors (the “Board”) of
Healthcare Trust of America, Inc. (f/k/a NNN Healthcare/Office REIT, Inc.) (the “Company”) on April
28, 2006 and by the stockholders of the Company on July 28, 2006. The Plan was amended by the
Board on September 12, 2006. The Board of Directors further amended and restated the Plan on
February 24, 2011, to increase the number of shares authorized to be issued pursuant to the Plan
and for other purposes.



1.2 Purpose. The purpose of the Plan is to promote the success, and enhance the
value, of Healthcare Trust of America, Inc. by linking the personal interests of employees,
officers, directors and consultants of the Company or any Affiliate (as defined below) to those of
Company stockholders and by providing such persons with an incentive for outstanding performance.
The Plan is further intended to provide flexibility to the Company in its ability to motivate,
attract and retain the services of employees, officers, directors and consultants upon whose
judgment, interest and special effort the successful conduct of the Company’s operation is largely
dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to
selected employees, officers, directors and consultants of the Company and its Affiliates.



ARTICLE 2

DEFINITIONS




When a word or phrase appears in this Plan with the initial letter capitalized, and the word
or phrase does not commence a sentence, the word or phrase shall generally be given the meaning
ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by
the context. The following words and phrases shall have the following meanings:




(a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or
through one or more intermediaries controls, is controlled by or is under common control
with, the Company, as determined by the Committee.




(b) “Award” means an award of Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Deferred Stock Units, Performance Awards, Dividend Equivalents,
Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted
to a Participant under the Plan.




(c) “Award Certificate” means a written document, in such form as the Committee
prescribes from time to time, setting forth the terms and conditions of an Award. Award
Certificates may be in the form of individual award agreements or certificates or a program
document describing the terms and provisions of an Award or series of Awards under the Plan.
The Committee may provide for the use of electronic, internet or other non-paper Award
Certificates, and the use of electronic, internet or other non-paper means for the
acceptance thereof and actions thereunder by a Participant.




(d) “Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the
General Rules and Regulations under the 1934 Act.




(e) “Board” means the Board of Directors of the Company.




(f) “Cause” as a reason for a Participant’s termination of employment shall have the
meaning assigned such term in the employment, severance or similar agreement, if any,
between such Participant and the Company or an Affiliate, provided, however
that if there is no such employment, severance or similar agreement in which such term is
defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall
mean any of the following acts by the Participant, as determined by the Committee: gross
neglect of duty, prolonged absence from duty without the consent of the Company, material
breach by the Participant of any published Company code of conduct or code of ethics; or
willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be
detrimental to the Company. With respect to a Participant’s termination of directorship,
“Cause” means an act or failure to act that constitutes cause for removal of a director
under applicable Maryland law.  The determination of the Committee as to the existence of
“Cause” shall be conclusive on the Participant and the Company.




(g) “Change in Control” means and includes the occurrence of any one of the following
events but shall specifically exclude a Public Offering:




(i) during any consecutive 12-month period, individuals who, at the beginning
of such period, constitute the Board (the “Incumbent Directors”) cease for any
reason to constitute at least a majority of such Board, provided that any person
becoming a director after the beginning of such 12-month period and whose election
or nomination for election was approved by a vote of at least a majority of the
Incumbent Directors then on the Board shall be an Incumbent Director;
provided, however, that no individual initially elected or nominated
as a director of the Company as a result of an actual or threatened election contest
with respect to the election or removal of directors (“Election Contest”) or other
actual or threatened solicitation of proxies or consents by or on behalf of any
Person other than the Board (“Proxy Contest”), including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed
an Incumbent Director; or




(ii) any person becomes a Beneficial Owner, directly or indirectly, of either
(A) 50% or more of the then-outstanding shares of common stock of the Company
(“Company Common Stock”) or (B) securities of the Company representing 50% or more
of the combined voting power of the Company’s then outstanding securities eligible
to vote for the election of directors (the “Company Voting Securities”);
provided, however, that for purposes of this subsection (ii), the
following acquisitions of Company Common Stock or Company Voting Securities shall
not constitute a Change in Control: (w) an acquisition directly from the Company,
(x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or
any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as
defined in subsection (iii) below); or




(iii) the consummation of a reorganization, merger, consolidation, statutory
share exchange or similar form of corporate transaction involving the Company or a
Subsidiary (a “Reorganization”), or the sale or other disposition of all or
substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or
stock of another corporation or other entity (an “Acquisition”), unless immediately
following such Reorganization, Sale or Acquisition: (A) all or substantially all of
the individuals and entities who were the Beneficial Owners, respectively, of the
outstanding Company Common Stock and outstanding Company Voting Securities
immediately prior to such Reorganization, Sale or Acquisition beneficially own,
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 entity resulting from such Reorganization, Sale or Acquisition
(including, without limitation, an entity which as a result of such transaction owns
the Company or all or substantially all of the Company’s assets or stock either
directly or through one or more subsidiaries, the “Surviving Entity”) in
substantially the same proportions as their ownership, immediately prior to such
Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the
outstanding Company Voting Securities, as the case may be, and (B) no person (other
than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate
parent entity, or (z) any employee benefit plan (or related trust) sponsored or
maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly,
of 50% or more of the total common stock or 50% or more of the total voting power of
the outstanding voting securities eligible to elect directors of the Surviving
Entity, and (C) at least a majority of the members of the board of directors of the
Surviving Entity were Incumbent Directors at the time of the Board’s approval of the
execution of the initial agreement providing for such Reorganization, Sale or
Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the
criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying
Transaction”); or




(iv) approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.




(h) “Charter” means the Articles of Incorporation of the Company under Title 2 of the
Corporations and Associations Article of the Annotated Code of Maryland dated as of April
20, 2006, as amended from time to time.




(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time. For
purposes of this Plan, references to sections of the Code shall be deemed to include
references to any applicable regulations thereunder and any successor or similar provision.




(j) “Committee” means the committee of the Board described in Article 4.




(k) “Company” means Healthcare Trust of America, Inc., a Maryland corporation, or any
successor corporation.




(l) “Continuous Service” means the absence of any interruption or termination of
service as an employee, officer, consultant or director of the Company or any Affiliate, as
applicable. Continuous Service shall not be considered interrupted in the following cases:
(i) a Participant transfers employment between the Company and an Affiliate or between
Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such
occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer
from the Company or any Affiliate, or (iii) any leave of absence authorized in writing by
the Company prior to its commencement. Whether military, government or other service or
other leave of absence shall constitute a termination of Continuous Service shall be
determined in each case by the Committee at its discretion, and any determination by the
Committee shall be final and conclusive; provided, however, that for
purposes of any Award that is subject to Code Section 409A, the determination of a leave of
absence must comply with the requirements of a “bona fide leave of absence” as provided in
Treas. Reg. Section 1.409A-1(h).




(m) “Deferred Stock Unit” means a right granted to a Participant under Article 9 to
receive Shares (or the equivalent value in cash or other property if the Committee so
provides) at a future time as determined by the Committee, or as determined by the
Participant within guidelines established by the Committee in the case of voluntary deferral
elections.




(n) “Disability” of a Participant means that the Participant (i) is unable to engage in
any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three months under an accident and health
plan covering employees of the Participant’s employer. In the event of a dispute, the
determination of whether a Participant is Disabled will be made by the Committee and may be
supported by the advice of a physician competent in the area to which such Disability
relates.




(o) “Dividend Equivalent” means a right granted to a Participant under Article 11.




(p) “Effective Date” has the meaning assigned such term in Section 3.1.




(q) “Eligible Participant” means an employee (including a leased employee), officer,
consultant or director of the Company or any Affiliate.




(r) “Exchange” means any national securities exchange on which the Stock may from time
to time be listed or traded.




(s) “Fair Market Value,” on any date, means (i) if the Stock is listed on a securities
exchange, the closing sales price on the principal such exchange on such date or, in the
absence of reported sales on such date, the closing sales price on the immediately preceding
date on which sales were reported, or (ii) if the Stock is not listed on a securities
exchange, the mean between the bid and offered prices as quoted by the applicable
interdealer quotation system for such date, provided that if the Stock is not quoted on an
interdealer quotation system or it is determined that the fair market value is not properly
reflected by such quotations, Fair Market Value will be determined by such other method as
the Committee determines in good faith to be reasonable and in compliance with Code Section
409A.




(t) “Full-Value Award” means an Award other than in the form of an Option or SAR, and
which is settled by the issuance of Stock (or at the discretion of the Committee, settled in
cash valued by reference to Stock value).




(u) “Good Reason” (or a similar term denoting constructive termination) has the
meaning, if any, assigned such term in the employment, consulting, severance or similar
agreement, if any, between a Participant and the Company or an Affiliate; provided,
however, that if there is no such employment, consulting, severance or similar
agreement in which such term is defined, “Good Reason” shall have the meaning, if any, given
such term in the applicable Award Certificate. If not defined in either such document, the
term “Good Reason” as used herein shall not apply to a particular Award.




(v) “Grant Date” of an Award means the first date on which all necessary corporate
action has been taken to approve the grant of the Award as provided in the Plan, or such
later date as is determined and specified as part of that authorization process. Notice of
the grant shall be a provided to the grantee within a reasonable time after the Grant Date.




(w) “Independent Directors” means those members of the Board who are not common law
employees of the Company or an Affiliate and who meet the additional requirements set forth
for an “independent director” in the Charter, and who qualify at any given time as (a) an
“independent” director under the applicable rules of each Exchange on which the Shares are
listed, and (b) a “non-employee” director under Rule 16b-3 of the 1934 Act.




(x) “Non-Employee Director” means a director of the Company who is not a common law
employee of the Company or an Affiliate.




(y) “Nonstatutory Stock Option” means an Option that is not intended to be an incentive
stock option under Section 422 of the Code or any successor provision.




(z) “Operating Partnership” means Healthcare Trust of America Holdings, LP, a Delaware
limited partnership.




(aa) “Option” means a right granted to a Participant under Article 7 of the Plan to
purchase Stock at a specified price during specified time periods. Options granted under
the Plan shall be Nonstatutory Stock Options.




(bb) “Other Stock-Based Award” means a right, granted to a Participant under Article
12, that relates to or is valued by reference to Stock or other Awards relating to Stock.




(cc) “Parent” means a corporation, limited liability company, partnership or other
entity which owns or beneficially owns a majority of the outstanding voting stock or voting
power of the Company.




(dd) “Participant” means an Eligible Participant who has been granted an Award under
the Plan; provided that in the case of the death of a Participant, the term “Participant”
refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other
legal representative acting in a fiduciary capacity on behalf of the Participant under
applicable state law and court supervision.




(ee) “Performance Award” means any award granted under the Plan pursuant to Article 10.




(ff) “Person” means any individual, entity or group, within the meaning of Section
3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.




(gg) “Plan” means the Healthcare Trust of America, Inc. Amended and Restated 2006
Incentive Plan, as amended from time to time.




(hh) “Public Offering” means a public offering of any class or series of the Company’s
equity securities pursuant to a registration statement filed by the Company under the 1933
Act.




(ii) “Restricted Stock” means Stock granted to a Participant under Article 9 that is
subject to certain restrictions and to risk of forfeiture.




(jj) “Restricted Stock Unit” means the right granted to a Participant under Article 9
to receive shares of Stock (or the equivalent value in cash or other property if the
Committee so provides) in the future, which right is subject to certain restrictions and to
risk of forfeiture.




(kk) “Shares” means shares of the Company’s Stock. If there has been an adjustment or
substitution pursuant to Article 14, the term “Shares” shall also include any shares of
stock or other securities that are substituted for Shares or into which Shares are adjusted
pursuant to Article 14.




(ll) “Stock” means the $0.01 par value common stock of the Company and such other
securities of the Company as may be substituted for Stock pursuant to Article 14.




(mm) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under
Article 8 to receive a payment equal to the difference between the Fair Market Value of a
Share as of the date of exercise of the SAR over the base price of the SAR, all as
determined pursuant to Article 8.




(nn) “Subsidiary” means any corporation, limited liability company, partnership or
other entity of which a majority of the outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company.




(oo) “Units” means units of partnership interest, including one or more classes of
profit interest in the Operating Partnership.




(pp) “1933 Act” means the Securities Act of 1933, as amended from time to time.




(qq) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to
time.



ARTICLE 3

TERM OF PLAN




3.1. EFFECTIVE DATE. The Plan first became effective on July 28, 2006, the date that
it was originally approved by the Board and the stockholders of the Company (the “Effective Date”).
The amendment and restatement of the Plan will become effective on the date that it is adopted by
the Board (the “Restatement Date”).



3.2. TERMINATION OF PLAN. Unless earlier terminated as provided herein, the Plan
shall terminate on the tenth anniversary of the Restatement Date or, if the Board approves an
amendment to the Plan that increases the number of Shares subject to the Plan, the tenth
anniversary of the date of such approval unless earlier terminated as provided herein. The
termination of the Plan on such date shall not affect the validity of any Award outstanding on the
date of termination, which shall continue to be governed by the applicable terms and conditions of
the Plan.



ARTICLE 4

ADMINISTRATION




4.1. COMMITTEE. The Plan shall be administered by a Committee appointed by the Board
(which Committee shall consist of at least two directors) or, at the discretion of the Board from
time to time, the Plan may be administered by the Board. It is intended that at least two of the
directors appointed to serve on the Committee shall be Independent Directors and that any such
members of the Committee who do not so qualify shall abstain from participating in any decision to
make or administer Awards that are made to Eligible Participants who at the time of consideration
for such Award are persons subject to the short-swing profit rules of Section 16 of the 1934 Act.
However, the mere fact that a Committee member shall fail to qualify as an Independent Director or
shall fail to abstain from such action shall not invalidate any Award made by the Committee which
Award is otherwise validly made under the Plan. The members of the Committee shall be appointed
by, and may be changed at any time and from time to time in the discretion of, the Board. Unless
and until changed by the Board, the Compensation Committee of the Board is designated as the
Committee to administer the Plan. The Board may reserve to itself any or all of the authority and
responsibility of the Committee under the Plan or may act as administrator of the Plan for any and
all purposes. To the extent the Board has reserved any authority and responsibility or during any
time that the Board is acting as administrator of the Plan, it shall have all the powers and
protections of the Committee hereunder, and any reference herein to the Committee (other than in
this Section 4.1) shall include the Board. To the extent any action of the Board under the Plan
conflicts with actions taken by the Committee, the actions of the Board shall control.



4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the
Plan, the Committee may from time to time adopt rules, regulations, guidelines and procedures for
carrying out the provisions and purposes of the Plan and make such other determinations, not
inconsistent with the Plan, as the Committee may deem appropriate. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent it deems necessary to carry out the intent of the Plan. The Committee’s
interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all
decisions and determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties. Each member of the Committee is entitled to, in good faith, rely or act
upon any report or other information furnished to that member by any officer or other employee of
the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public
accountants, Company counsel or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan. No member of the Committee
will be liable for any good faith determination, act or omission in connection with the Plan or any
Award.



4.3. AUTHORITY OF COMMITTEE. Except as provided in Section 4.1 and 4.5 hereof, the
Committee has the exclusive power, authority and discretion to:




	 	(a)	 	grant Awards;






	 	(b)	 	designate Participants;






(c) determine the type or types of Awards to be granted to each Participant;




(d) determine the number of Awards to be granted and the number of Shares or dollar
amount to which an Award will relate;




(e) determine the terms and conditions of any Award granted under the Plan;




(f) prescribe the form of each Award Certificate, which need not be identical for each
Participant;




(g) decide all other matters that must be determined in connection with an Award;




(h) establish, adopt or revise any rules, regulations, guidelines or procedures as it
may deem necessary or advisable to administer the Plan;




(i) make all other decisions and determinations that may be required under the Plan or
as the Committee deems necessary or advisable to administer the Plan;




(j) amend the Plan or any Award Certificate as provided herein; and




(k) adopt such modifications, procedures, and subplans as may be necessary or desirable
to comply with provisions of the laws of the United States or any non-U.S. jurisdictions in
which the Company or any Affiliate may operate, in order to assure the viability of the
benefits of Awards granted to participants located in the United States or such other
jurisdictions and to further the objectives of the Plan.



4.4. DELEGATION. The Board may, by resolution, expressly delegate to a special
committee, consisting of one or more directors who may but need not be officers of the Company, the
authority, within specified parameters as to the number and terms of Awards, to (i) designate
officers and/or employees of the Company or any of its Affiliates to be recipients of Awards under
the Plan, and (ii) to determine the number of such Awards to be received by any such Participants;
provided, however, that such delegation of duties and responsibilities to an
officer of the Company may not be made with respect to the grant of Awards to eligible participants
who are subject to Section 16(a) of the 1934 Act at the Grant Date. The acts of such delegates
shall be treated hereunder as acts of the Board and such delegates shall report regularly to the
Board and the Compensation Committee regarding the delegated duties and responsibilities and any
Awards so granted.



4.5. INDEMNIFICATION. Each person who is or shall have been a member of the
Committee, or of the Board, or an officer of the Company to whom authority was delegated in
accordance with this Article 4 shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him
or her in connection with or resulting from any claim, action, suit, or proceeding to which he or
she may be a party or in which he or she may be involved by reason of any action taken or failure
to act under the Plan and against and from any and all amounts paid by him or her in settlement
thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any
such action, suit, or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a
result of his or her own willful misconduct or except as expressly provided by statute. The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them harmless.



ARTICLE 5

SHARES SUBJECT TO THE PLAN




5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section
14.1, the maximum aggregate number of Shares reserved and available for issuance pursuant to Awards
granted under the Plan shall be 10,000,000.



5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan
share reserve as of the Grant Date, but shall be added back to the Plan share reserve in accordance
with this Section 5.2.




(a) To the extent that an Award is canceled, terminates, expires, is forfeited or
lapses for any reason, any unissued or forfeited Shares originally subject to the Award will
be added back to the Plan share reserve and again be available for issuance pursuant to
Awards granted under the Plan.




(b) Shares subject to Awards settled in cash will be added back to the Plan share
reserve and again be available for issuance pursuant to Awards granted under the Plan.




(c) Shares withheld to satisfy minimum tax withholding requirements will count against
the number of Shares remaining available for issuance pursuant to Awards granted under the
Plan, and Shares repurchased from an Award or delivered by a Participant to satisfy minimum
tax withholding requirements will not be added back to the Plan share reserve and will not
be again available for issuance pursuant to Awards granted under the Plan. 




(d) The full number of Shares subject to an Option will count against the number of
Shares remaining available for issuance pursuant to Awards granted under the Plan, even if
the exercise price of an Option is satisfied in whole or in part through net-settlement or
by delivering Shares to the Company (by either actual delivery or attestation).




(e) Upon exercise of Stock Appreciation Rights that are settled in Shares, the full
number of Stock Appreciation Rights (rather than the net number of Shares actually delivered
upon exercise) shall count against the number of Shares remaining available for issuance
pursuant to Awards granted under the Plan.




(f) Substitute Awards granted pursuant to Section 13.9 of the Plan shall not count
against the Shares otherwise available for issuance under the Plan under Section 5.1.




(g) Subject to applicable Exchange requirements, shares available under a
stockholder-approved plan of a company acquired by the Company (as appropriately adjusted to
Shares to reflect the transaction) may be issued under the Plan pursuant to Awards granted
to individuals who were not employees of the Company or its Affiliates immediately before
such transaction and will not count against the maximum share limitation specified in
Section 5.1.



5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open
market.



ARTICLE 6

ELIGIBILITY




Awards may be granted only to Eligible Participants. Eligible Participants who are service
providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate
qualifies as an “eligible issuer of service recipient stock” within the meaning of
§1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.



ARTICLE 7

STOCK OPTIONS




7.1. GRANT OF STOCK OPTIONS. The Committee is authorized to grant Options to
Participants on the following terms and conditions:




(a) EXERCISE PRICE. The exercise price per Share under an Option shall be
determined by the Committee, provided that the exercise price for any Option (other than an
Option issued as a substitute Award pursuant to Section 13.9) shall not be less than the
Fair Market Value as of the Grant Date.




(b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 14.1,
the exercise price of an Option may not be reduced, directly or indirectly by cancellation
and regrant or otherwise, without the prior approval of the stockholders of the Company.




(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, subject to Section 7.1(e),
including a provision that an Option that is otherwise exercisable and has an exercise price
that is less than the Fair Market Value of the Stock on the last day of its term will be
automatically exercised on such final date of the term by means of a “net exercise,” thus
entitling the optionee to Shares equal to the intrinsic value of the Option on such exercise
date, less the number of Shares required for tax withholding. The Committee shall also
determine the performance or other conditions, if any, that must be satisfied before all or
part of an Option may be exercised or vested.




(d) PAYMENT. The Committee shall determine the methods by which the exercise
price of an Option may be paid, the form of payment, and the methods by which Shares shall
be delivered or deemed to be delivered to Participants. As determined by the Committee at
or after the Grant Date, payment of the exercise price of an Option may be made in, in whole
or in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual
delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the
Shares on the date the Option is exercised, (iii) withholding of Shares from the Option
based on the Fair Market Value of the Shares on the date the Option is exercised, (iv)
broker-assisted market sales, or (iv) any other “cashless exercise” arrangement.




(e) EXERCISE TERM. No Option granted under the Plan shall be exercisable for
more than ten years from the Grant Date.




(f) NO DEFERRAL FEATURE. No Option shall provide for any feature for the
deferral of compensation other than the deferral of recognition of income until the exercise
or disposition of the Option.




(g) NO DIVIDEND EQUIVALENTS. No Option shall provide for Dividend Equivalents.



ARTICLE 8

STOCK APPRECIATION RIGHTS




8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock
Appreciation Rights to Participants on the following terms and conditions:




(a) RIGHT TO PAYMENT. Upon the exercise of a SAR, the Participant has the
right to receive, for each Share with respect to which the SAR is being exercised, the
excess, if any, of:




(1) The Fair Market Value of one Share on the date of exercise; over




(2) The base price of the SAR as determined by the Committee and set forth in
the Award Certificate, which shall not be less than the Fair Market Value of one
Share on the Grant Date.




(b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 14.1,
the base price of a SAR may not be reduced, directly or indirectly by cancellation and
regrant or otherwise, without the prior approval of the stockholders of the Company.




(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or
times at which a SAR may be exercised in whole or in part, including a provision that a SAR
that is otherwise exercisable and has a base price that is less than the Fair Market Value
of the Stock on the last day of its term will be automatically exercised on such final date
of the term, thus entitling the holder to cash or Shares equal to the intrinsic value of the
SAR on such exercise date, less the cash or number of Shares required for tax withholding.
Except for SARs granted to Participants outside the United States, no SAR shall be
exercisable for more than ten years from the Grant Date.




(d) NO DEFERRAL FEATURE. No SAR shall provide for any feature for the deferral
of compensation other than the deferral of recognition of income until the exercise or
disposition of the SAR.




(e) NO DIVIDEND EQUIVALENTS. No SAR shall provide for Dividend Equivalents.




(f) OTHER TERMS. All SARs shall be evidenced by an Award Certificate. Subject
to the limitations of this Article 8, the terms, methods of exercise, methods of settlement,
form of consideration payable in settlement (e.g., cash, Shares or other property), and any
other terms and conditions of the SAR shall be determined by the Committee at the time of
the grant and shall be reflected in the Award Certificate.



ARTICLE 9

RESTRICTED STOCK, RESTRICTED STOCK UNITS

AND DEFERRED STOCK UNITS




9.1. GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The
Committee is authorized to make Awards of Restricted Stock, Restricted Stock Units or Deferred
Stock Units to Participants in such amounts and subject to such terms and conditions as may be
selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock
Units shall be evidenced by an Award Certificate setting forth the terms, conditions, and
restrictions applicable to the Award.



9.2. ISSUANCE AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred
Stock Units shall be subject to such restrictions on transferability and other restrictions as the
Committee may impose (including, for example, limitations on the right to vote Restricted Stock or
the right to receive dividends on the Restricted Stock). These restrictions may lapse separately
or in combination at such times, under such circumstances, in such installments, upon the
satisfaction of performance goals or otherwise, as the Committee determines at the time of the
grant of the Award or thereafter. Except as otherwise provided in an Award Certificate or any
special Plan document governing an Award, a Participant shall have none of the rights of a
stockholder with respect to Restricted Stock Units or Deferred Stock Units until such time as
Shares of Stock are paid in settlement of such Awards.



9.3 DIVIDENDS ON RESTRICTED STOCK. In the case of Restricted Stock, the Committee may
provide that ordinary cash dividends declared on the Shares before they are vested (i) will be
forfeited, (ii) will be deemed to have been reinvested in additional Shares or otherwise reinvested
(subject to Share availability under Section 5.1 hereof), or (iii) will be paid or distributed to
the Participant as accrued (in which case, such dividends must be paid or distributed no later than
the 15th day of the 3rd month following the later of (A) the calendar year in
which the corresponding dividends were paid to stockholders, or (B) the first calendar year in
which the Participant’s right to such dividends is no longer subject to a substantial risk of
forfeiture). Unless otherwise provided by the Committee, dividends accrued on Shares of Restricted
Stock before they are vested shall, as provided in the Award Certificate, either (i) be reinvested
in the form of additional Shares, which shall be subject to the same vesting provisions as provided
for the host Award, or (ii) be credited by the Company to an account for the Participant and
accumulated without interest until the date upon which the host Award becomes vested, and any
dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the Company
without further consideration or any act or action by the Participant.



9.4. FORFEITURE. Subject to the terms of the Award Certificate and except as
otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon
termination of Continuous Service during the applicable restriction period or upon failure to
satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted
Stock Units that are at that time subject to restrictions shall be forfeited.



9.5. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to
the Participant at the Grant Date either by book-entry registration or by delivering to the
Participant, or a custodian or escrow agent (including, without limitation, the Company or one or
more of its employees) designated by the Committee, a stock certificate or certificates registered
in the name of the Participant. If physical certificates representing shares of Restricted Stock
are registered in the name of the Participant, such certificates must bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Stock.



ARTICLE 10

PERFORMANCE AWARDS




10.1. GRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award
under this Plan, including cash-based Awards, with performance-based vesting criteria, on such
terms and conditions as may be selected by the Committee. Any such Awards with performance-based
vesting criteria are referred to herein as Performance Awards. The Committee shall have the
complete discretion to determine the number of Performance Awards granted to each Participant, and
to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance
Awards shall be evidenced by an Award Certificate or a written program established by the
Committee, pursuant to which Performance Awards are awarded under the Plan under uniform terms,
conditions and restrictions set forth in such written program.



10.2. PERFORMANCE GOALS. The Committee may establish performance goals for
Performance Awards which may be based on any criteria selected by the Committee. Such performance
goals may be described in terms of Company-wide objectives or in terms of objectives that relate to
the performance of the Participant, an Affiliate or a division, region, department or function
within the Company or an Affiliate. If the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company or the manner in which the
Company or an Affiliate conducts its business, or other events or circumstances render performance
goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the
Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different
business unit or function during a performance period, the Committee may determine that the
performance goals or performance period are no longer appropriate and may (i) adjust, change or
eliminate the performance goals or the applicable performance period as it deems appropriate to
make such goals and period comparable to the initial goals and period, or (ii) make a cash payment
to the participant in an amount determined by the Committee.



ARTICLE 11

DIVIDEND EQUIVALENTS




The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards
granted hereunder, subject to such terms and conditions as may be selected by the Committee.
Dividend Equivalents shall entitle the Participant to receive payments equal to ordinary cash
dividends or distributions with respect to all or a portion of the number of Shares subject to a
Full-Value Award, as determined by the Committee. The Committee may provide that Dividend
Equivalents (i) will be deemed to have been reinvested in additional Shares or otherwise
reinvested, or (ii) except in the case of Performance Awards, will be paid or distributed to the
Participant as accrued (in which case, such Dividend Equivalents must be paid or distributed no
later than the 15th day of the 3rd month following the later of (A) the
calendar year in which the corresponding dividends were paid to stockholders, or (B) the first
calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject
to a substantial risk of forfeiture). Unless otherwise provided by the Committee, Dividend
Equivalents accruing on unvested Full-Value Awards shall, as provided in the Award Certificate,
either (i) be reinvested in the form of additional Shares, which shall be subject to the same
vesting provisions as provided for the host Award, or (ii) be credited by the Company to an account
for the Participant and accumulated without interest until the date upon which the host Award
becomes vested, and any Dividend Equivalents accrued with respect to forfeited Awards will be
reconveyed to the Company without further consideration or any act or action by the Participant.



ARTICLE 12

STOCK OR OTHER STOCK-BASED AWARDS




The Committee is authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to Shares, as deemed by the Committee to be consistent with the
purposes of the Plan, including without limitation (but subject to the last sentence of Section
5.5) Shares awarded purely as a “bonus” and not subject to any restrictions or conditions,
convertible or exchangeable debt securities, Units or other rights convertible or exchangeable into
Shares, and Awards valued by reference to book value of Shares or the value of securities of or the
performance of specified Parents or Subsidiaries. The Committee shall determine the terms and
conditions of such Awards.



ARTICLE 13

PROVISIONS APPLICABLE TO AWARDS




13.1. AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate.
Each Award Certificate shall include such provisions, not inconsistent with the Plan, as may be
specified by the Committee.



13.2. FORM OF PAYMENT FOR AWARDS. At the discretion of the Committee, payment of
Awards may be made in cash, Stock, a combination of cash and Stock, or any other form of property
as the Committee shall determine. In addition, payment of Awards may include such terms,
conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including,
in the case of Awards paid in the form of Stock, restrictions on transfer and forfeiture
provisions. Further, payment of Awards may be made in the form of a lump sum, or in installments,
as determined by the Committee.



13.3. LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or
restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than
the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or an Affiliate. No unexercised or
restricted Award shall be assignable or transferable by a Participant other than by will or the
laws of descent and distribution; provided, however, that the Committee may (but
need not) permit other transfers (other than transfers for value) where the Committee concludes
that such transferability (i) does not result in accelerated taxation, and (ii) is otherwise
appropriate and desirable, taking into account any factors deemed relevant, including without
limitation, state or federal tax or securities laws applicable to transferable Awards.



13.4. BENEFICIARIES. Notwithstanding Section 13.3, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights under the Plan is subject
to all terms and conditions of the Plan and any Award Certificate applicable to the Participant,
except to the extent the Plan and Award Certificate otherwise provide, and to any additional
restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been
designated or survives the Participant, any payment due to the Participant shall be made to the
Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or
revoked by a Participant, in the manner provided by the Company, at any time provided the change or
revocation is filed with the Committee.



13.5. STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan is subject to any
stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply
with federal or state securities laws, rules and regulations and the rules of any national
securities exchange or automated quotation system on which the Stock is listed, quoted, or traded.
The Committee may place legends on any Stock certificate or issue instructions to the transfer
agent to reference restrictions applicable to the Stock.



13.6. ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the
Award Certificate or any special Plan document governing an Award, upon the termination of a
person’s Continuous Service by reason of death or Disability:




(i) all of that Participant’s outstanding Options and SARs shall become fully
exercisable;




(ii) all time-based vesting restrictions on that Participant’s outstanding Awards shall
lapse as of the date of termination; and




(iii) the payout level under all of that Participant’s outstanding performance-based
Awards shall be determined and deemed to have been earned as of the date of termination
based upon an assumed achievement of all relevant performance goals at the “target” level,
and there shall be a prorata payout to the Participant or his or her estate within sixty
(60) days following the date of termination (unless a later date is required by Section 16.3
hereof), based upon the length of time within the performance period that has elapsed prior
to the date of termination.



13.7. ACCELERATION UPON A CHANGE IN CONTROL. The provisions of this Section 13.7
shall apply in the case of a Change in Control, unless otherwise provided in the Award Certificate
or any special Plan document or separate agreement with a Participant governing an Award.




(a) Awards not Assumed or Substituted by Surviving Entity. Upon the occurrence
of a Change in Control, and except with respect to any Awards assumed by the Surviving
Entity or otherwise equitably converted or substituted in connection with the Change in
Control in a manner approved by the Committee or the Board: (i) outstanding Options, SARs,
and other Awards in the nature of rights that may be exercised shall become fully
exercisable, (ii) time-based vesting restrictions on outstanding Awards shall lapse, and
(iii) the payout level under all of that Participant’s outstanding performance-based Awards
shall be determined and deemed to have been earned as of the effective date of the Change in
Control based upon an assumed achievement of all relevant performance goals at the “target”
level, and there shall be a prorata payout to Participants within sixty (60) days following
the Change in Control (unless a later date is required by Section 16.3 hereof), based upon
the length of time within the performance period that has elapsed prior to the Change in
Control. Any Awards shall thereafter continue or lapse in accordance with the other
provisions of the Plan and the Award Certificate.




(b) Awards Assumed or Substituted by Surviving Entity. With respect to Awards
assumed by the Surviving Entity or otherwise equitably converted or substituted in
connection with a Change in Control: if within one year after the effective date of the
Change in Control, a Participant’s employment is terminated without Cause or the Participant
resigns for Good Reason, then (i) all of that Participant’s outstanding Options, SARs and
other Awards in the nature of rights that may be exercised shall become fully exercisable,
(ii) all time-based vesting restrictions on the his or her outstanding Awards shall lapse,
and (iii) the payout level under all of that Participant’s performance-based Awards that
were outstanding immediately prior to effective time of the Change in Control shall be
determined and deemed to have been earned as of the date of termination based upon an
assumed achievement of all relevant performance goals at the “target” level, and there shall
be a prorata payout to such Participant within sixty (60) days following the date of
termination of employment (unless a later date is required by Section 16.3 hereof), based
upon the length of time within the performance period that has elapsed prior to the date of
termination of employment. With regard to each Award, a Participant shall not be considered
to have resigned for Good Reason unless either (i) the Award Certificate includes such
provision or (ii) the Participant is party to an employment, severance or similar agreement
with the Company or an Affiliate that includes provisions in which the Participant is
permitted to resign for Good Reason. Any Awards shall thereafter continue or lapse in
accordance with the other provisions of the Plan and the Award Certificate.



13.8. FORFEITURE EVENTS. The Committee may specify in an Award Certificate that the
Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition
to any otherwise applicable vesting or performance conditions of an Award. Such events may include,
but shall not be limited to, (i) termination of employment for cause, (ii) violation of material
Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive
covenants that may apply to the Participant, (iv) other conduct by the Participant that is
detrimental to the business or reputation of the Company or any Affiliate, or (v) a later
determination that the vesting of, or amount realized from, a Performance Award was based on
materially inaccurate financial statements or any other materially inaccurate performance metric
criteria, whether or not the Participant caused or contributed to such material inaccuracy.



13.9. SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
substitution for stock and stock-based awards held by employees of another entity who become
employees of the Company or an Affiliate as a result of a merger or consolidation of the former
employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate
of property or stock of the former employing corporation. The Committee may direct that the
substitute awards be granted on such terms and conditions as the Committee considers appropriate in
the circumstances.



ARTICLE 14

CHANGES IN CAPITAL STRUCTURE




14.1. MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the
Company and its stockholders that causes the per-share value of the Stock to change (including,
without limitation, any stock dividend, stock split, spin-off, rights offering, or large
nonrecurring cash dividend), the authorization limits under Section 5.1 shall be adjusted
proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems
necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately
resulting from such transaction. Action by the Committee may include: (i) adjustment of the number
and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of
shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards
or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any
other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing,
the Committee shall not make any adjustments to outstanding Options or SARs that would constitute a
modification or substitution of the stock right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that
would be treated as the grant of a new stock right or change in the form of payment for purposes of
Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the
outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or
consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits
under Section 5.1 shall automatically be adjusted proportionately, and the Shares then subject to
each Award shall automatically, without the necessity for any additional action by the Committee,
be adjusted proportionately without any change in the aggregate purchase price therefor.



14.2 DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any
corporate event or transaction involving the Company (including, without limitation, any merger,
reorganization, recapitalization, combination or exchange of shares, or any transaction described
in Section 14.1), the Committee may, in its sole discretion, provide (i) that Awards will be
settled in cash rather than Stock, (ii) that Awards will become immediately vested and
non-forfeitable and exercisable (in whole or in part) and will expire after a designated period of
time to the extent not then exercised, (iii) that Awards will be assumed by another party to a
transaction or otherwise be equitably converted or substituted in connection with such transaction,
(iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the
excess of the Fair Market Value of the underlying Stock, as of a specified date associated with the
transaction, over the exercise or base price of the Award, (v) that performance targets and
performance periods for Performance Awards will be modified, or (vi) any combination of the
foregoing. The Committee’s determination need not be uniform and may be different for different
Participants whether or not such Participants are similarly situated.



14.3 GENERAL. Any discretionary adjustments made pursuant to this Article 14 shall be
subject to the provisions of Section 15.2.



ARTICLE 15

AMENDMENT, MODIFICATION AND TERMINATION




15.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any
time and from time to time, amend, modify or terminate the Plan without stockholder approval;
provided, however, that if an amendment to the Plan would, in the reasonable
opinion of the Board or the Committee, constitute a material change requiring stockholder approval
under applicable laws, policies or regulations or the applicable listing or other requirements of
an Exchange, then such amendment shall be subject to stockholder approval; and provided,
further, that the Board or Committee may condition any other amendment or modification on
the approval of stockholders of the Company for any reason, including by reason of such approval
being necessary or deemed advisable (i) to comply with the listing or other requirements of an
Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or
regulations.



15.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may
amend, modify or terminate any outstanding Award without approval of the Participant;
provided, however:




(a) Subject to the terms of the applicable Award Certificate, such amendment,
modification or termination shall not, without the Participant’s consent, reduce or diminish
the value of such Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination (with the per-share value of
an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market
Value as of the date of such amendment or termination over the exercise or base price of
such Award);




(b) The original term of an Option or SAR may not be extended without the prior
approval of the stockholders of the Company;




(c) Except as otherwise provided in Section 14.1, the exercise price of an Option or
base price of a SAR may not be reduced, directly or indirectly, without the prior approval
of the stockholders of the Company; and




(d) No termination, amendment, or modification of the Plan shall adversely affect any
Award previously granted under the Plan, without the written consent of the Participant
affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a
Plan amendment if such amendment would not reduce or diminish the value of such Award
determined as if the Award had been exercised, vested, cashed in or otherwise settled on the
date of such amendment (with the per-share value of an Option or SAR for this purpose being
calculated as the excess, if any, of the Fair Market Value as of the date of such amendment
over the exercise or base price of such Award).



15.3. COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award
Certificate to the contrary, the Board may amend the Plan or an Award Certificate, to take effect
retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan
or Award Certificate to any present or future law relating to plans of this or similar nature
(including, but not limited to, Section 409A of the Code), and to the administrative regulations
and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to
any amendment made pursuant to this Section 15.3 to any Award granted under the Plan without
further consideration or action.



ARTICLE 16

GENERAL PROVISIONS




16.1. RIGHTS OF PARTICIPANTS.




(a) No Participant or any Eligible Participant shall have any claim to be granted any
Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to
treat Participants or Eligible Participants uniformly, and determinations made under the
Plan may be made by the Committee selectively among Eligible Participants who receive, or
are eligible to receive, Awards (whether or not such Eligible Participants are similarly
situated).




(b) Nothing in the Plan, any Award Certificate or any other document or statement made
with respect to the Plan, shall interfere with or limit in any way the right of the Company
or any Affiliate to terminate any Participant’s employment or status as an officer, or any
Participant’s service as a director, at any time, nor confer upon any Participant any right
to continue as an employee, officer, or director of the Company or any Affiliate, whether
for the duration of a Participant’s Award or otherwise.




(c) Neither an Award nor any benefits arising under this Plan shall constitute an
employment contract with the Company or any Affiliate and, accordingly, subject to Article
15, this Plan and the benefits hereunder may be terminated at any time in the sole and
exclusive discretion of the Committee without giving rise to any liability on the part of
the Company or an of its Affiliates.




(d) No Award gives a Participant any of the rights of a stockholder of the Company
unless and until Shares are in fact issued to such person in connection with such Award.



16.2. WITHHOLDING. The Company or any Affiliate shall have the authority and the
right to deduct or withhold, or require a Participant to remit to the Company or such Affiliate, an
amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA
obligation) required by law to be withheld with respect to any exercise, lapse of restriction or
other taxable event arising as a result of the Plan. The obligations of the Company under the Plan
will be conditioned on such payment or arrangements and the Company or such Affiliate will, to the
extent permitted by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Participant. Unless otherwise determined by the Committee at the time the
Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in
part, by withholding from the Award Shares having a Fair Market Value on the date of withholding
equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes,
all in accordance with such procedures as the Committee establishes. All such elections shall be
subject to any restrictions or limitations that the Committee, in its sole discretion, deems
appropriate.



16.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.



(a) General. It is intended that the payments and benefits provided under the Plan and
any Award shall either be exempt from the application of, or comply with, the requirements of
Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that
effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or
any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective
directors, officers, employees or advisers (other than in his or her capacity as a Participant)
shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any
Participant or other taxpayer as a result of the Plan or any Award. 



(b) Definitional Restrictions. Notwithstanding anything in the Plan or in any Award
Certificate to the contrary, to the extent that any amount or benefit that would constitute
non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be
payable or distributable, or a different form of payment (e.g., lump sum or installment) would be
effected, under the Plan or any Award Certificate by reason of the occurrence of a Change in
Control, or the Participant’s Disability or separation from service, such amount or benefit will
not be payable or distributable to the Participant, and/or such different form of payment will not
be effected, by reason of such circumstance unless the circumstances giving rise to such Change in
Control, Disability or separation from service meet any description or definition of “change in
control event”, “disability” or “separation from service”, as the case may be, in Section 409A of
the Code and applicable regulations (without giving effect to any elective provisions that may be
available under such definition). This provision does not prohibit the vesting of any Award upon a
Change in Control, Disability or separation from service, however defined. If this provision
prevents the payment or distribution of any amount or benefit, or the application of a different
form of payment of any amount or benefit, such payment or distribution shall be made at the time
and in the form that would have applied absent the Change in Control, Disability or separation from
service, as applicable, as applicable.



(c) Allocation among Possible Exemptions. If any one or more Awards granted under the
Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg.
Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the
separation pay exemptions, the Company (acting through the Committee) shall determine which Awards
or portions thereof will be subject to such exemptions.



(d) Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or
in any Award Certificate to the contrary, if any amount or benefit that would constitute non-exempt
“deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or
distributable under this Plan or any Award Certificate by reason of a Participant’s separation from
service during a period in which the Participant is a Specified Employee (as defined below), then,
subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section
1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi)
(payment of employment taxes):




(i) the amount of such non-exempt deferred compensation that would otherwise be payable
during the six-month period immediately following the Participant’s separation from service
will be accumulated through and paid or provided on the first day of the seventh month
following the Participant’s separation from service (or, if the Participant dies during such
period, within 30 days after the Participant’s death) (in either case, the “Required Delay
Period”); and




(ii) the normal payment or distribution schedule for any remaining payments or
distributions will resume at the end of the Required Delay Period.



For purposes of this Plan, the term “Specified Employee” has the meaning given such term in
Code Section 409A and the final regulations thereunder, provided, however, that, as
permitted in such final regulations, the Company’s Specified Employees and its application of the
six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules
adopted by the Board or any committee of the Board, which shall be applied consistently with
respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.



(e) Installment Payments. If, pursuant to an Award, a Participant is entitled to a
series of installment payments, such Participant’s right to the series of installment payments
shall be treated as a right to a series of separate payments and not to a single payment. For
purposes of the preceding sentence, the term “series of installment payments” has the meaning
provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).



16.4. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for
incentive and deferred compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award Certificate shall give the
Participant any rights that are greater than those of a general creditor of the Company or any
Affiliate. In its sole discretion, the Committee may authorize the creation of grantor trusts or
other arrangements to meet the obligations created under the Plan to deliver Shares or payments in
lieu of Shares or with respect to Awards. This Plan is not intended to be subject to ERISA.



16.5. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into
account in determining any benefits under any pension, retirement, savings, profit sharing, group
insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in
such other plan. Nothing contained in the Plan will prevent the Company from adopting other or
additional compensation arrangements, subject to stockholder approval if such approval is required;
and such arrangements may be either generally applicable or applicable only in specific cases.



16.6. EXPENSES. The expenses of administering the Plan shall be borne by the Company
and its Affiliates.



16.7. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are
for convenience of reference only, and in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.



16.8. GENDER AND NUMBER. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall include the singular
and the singular shall include the plural.



16.9. FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall
determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether
such fractional Shares shall be eliminated by rounding up or down.



16.10. GOVERNMENT AND OTHER REGULATIONS.




(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares
pursuant to the Plan may, during any period of time that such Participant is an affiliate of
the Company (within the meaning of the rules and regulations of the Securities and Exchange
Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i)
pursuant to an effective registration statement under the 1933 Act, which is current and
includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the
registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated
under the 1933 Act.




(b) Notwithstanding any other provision of the Plan, if at any time the Committee shall
determine that the registration, listing or qualification of the Shares covered by an Award
upon any Exchange or under any foreign, federal, state or local law or practice, or the
consent or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the purchase or receipt
of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such
Award unless and until such registration, listing, qualification, consent or approval shall
have been effected or obtained free of any condition not acceptable to the Committee. Any
Participant receiving or purchasing Shares pursuant to an Award shall make such
representations and agreements and furnish such information as the Committee may request to
assure compliance with the foregoing or any other applicable legal requirements. The
Company shall not be required to issue or deliver any certificate or certificates for Shares
under the Plan prior to the Committee’s determination that all related requirements have
been fulfilled. The Company shall in no event be obligated to register any securities
pursuant to the 1933 Act or applicable state or foreign law or to take any other action in
order to cause the issuance and delivery of such certificates to comply with any such law,
regulation or requirement.



16.11. GOVERNING LAW. To the extent not governed by federal law, the Plan and all
Award Certificates shall be construed in accordance with and governed by the laws of the State of
Maryland.



16.12. SEVERABILITY. In the event that any provision of this Plan is found to be
invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability
will not be construed as rendering any other provisions contained herein as invalid or
unenforceable, and all such other provisions will be given full force and effect to the same extent
as though the invalid or unenforceable provision was not contained herein.



16.13. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any
way affect the right or power of the Company to make adjustments, reclassification or changes in
its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer
all or any part of its business or assets. The Plan shall not restrict the authority of the
Company, for proper corporate purposes, to draft or assume awards, other than under the Plan, to or
with respect to any person. If the Committee so directs, the Company may issue or transfer Shares
to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or
understanding that the Affiliate will transfer such Shares to a Participant in accordance with the
terms of an Award granted to such Participant and specified by the Committee pursuant to the
provisions of the Plan.



1



The foregoing is hereby acknowledged as being the Healthcare Trust of America, Inc. Amended
and Restated 2006 Incentive Plan as adopted by the Board on February 24, 2011.



HEALTHCARE TRUST OF AMERICA, INC.



	 	 	 
	By: /s/ Kellie S. Pruitt

	 

	Name:

Its:

	 	Kellie S. Pruitt

Authorized Signatory







2