ex10-1.htm


    
      
Exhibit
10.1

    


    


    


    


    


    


    


    


    


    WHITESTONE
REIT

    


    2008
LONG-TERM EQUITY INCENTIVE OWNERSHIP PLAN

    


     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

    


     

    
      	 
      	 
      	
              Tab

            
	 	 	 
	
              Section
      1.

            	
              Purpose.

            	
              1

            
	
              Section
      2.

            	
              Definitions.

            	
              1

            
	
              Section
      3.

            	
              Administration.

            	
              5

            
	
              Section
      4.

            	
              Common
      Shares Available For Awards.

            	
              6

            
	
              Section
      5.

            	
              Eligibility.

            	
              7

            
	
              Section
      6.

            	
              Stock
      Options And Stock Appreciation Rights.

            	
              7

            
	
              Section
      7.

            	
              Restricted
      Common Shares And Restricted Common Share Units.

            	
              9

            
	
              Section
      8.

            	
              Performance
      Awards.

            	
              11

            
	
              Section
      9.

            	
              Other
      Share-Based Awards.

            	
              11

            
	
              Section
      10.

            	
              Non-Employee
      Trustee Awards.

            	
              11

            
	
              Section
      11.

            	
              Provisions
      Applicable To Covered Officers And Performance Awards.

            	
              12

            
	
              Section
      12.

            	
              Termination
      Of Employment.

            	
              13

            
	
              Section
      13.

            	
              Change
      In Control.

            	
              14

            
	
              Section
      14.

            	
              Amendment
      And Termination.

            	
              14

            
	
              Section
      15.

            	
              General
      Provisions.

            	
              14

            
	
              Section
      16.

            	
              Term
      Of The Plan.

            	
              17

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    WHITESTONE
REIT

    2008
LONG-TERM EQUITY INCENTIVE OWNERSHIP PLAN

    


    
      	
              Section 1.

            	
              Purpose.

            


    

    


    This plan shall be known as the
“Whitestone REIT 2008 Long-Term Equity Incentive Ownership Plan” (the “Plan”).  The
purpose of the Plan is to promote the interests of Whitestone REIT, a Maryland
real estate investment trust (the “Company”), its Subsidiaries and its
shareholders by (i) attracting and retaining key officers, employees, and
trustees of, and consultants to, the Company and its Subsidiaries and
Affiliates; (ii) motivating such individuals by means of
performance-related incentives to achieve long-range performance goals; (iii)
enabling such individuals to participate in the long-term growth and financial
success of the Company; (iv) encouraging ownership of equity in the Company
by such individuals; and (v) linking their compensation to the long-term
interests of the Company and its shareholders.  With respect to any
awards granted under the Plan that are intended to comply with the requirements
of “performance-based compensation” under Section 162(m) of the Code, the
Plan shall be interpreted in a manner consistent with such
requirements.

    


    
      	
              Section
      2.

            	
              Definitions.

            


    

    


    As used in the Plan, the following
terms shall have the meanings set forth below:

     

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

     

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

    


    (c)           “Award
Agreement” shall
mean any written agreement, contract or other instrument or document evidencing
any Award, which may, but need not, be executed or acknowledged by a
Participant.

    


    (d)           “Board” shall mean the Board of
Trustees of the
Company.

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

     

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

     

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

     

    (vi)   with respect
to Award Agreements for the chief executive officer, the chief operating officer
and the chief financial officer only, a termination of the chief executive
officer without cause, excluding non-appealable determinations by a court of law
for fraud, gross negligence, or willful neglect, which would be considered
termination for cause.

     

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

    


    (g)           “Committee” shall mean a committee of
the Board composed of not less than two Non-Employee Trustees, at least two of
whom shall be (i) a “non-employee director” for purposes of Section 16 of the
Exchange Act and Rule 16b-3 thereunder, (ii) an “outside director” for
purposes of Section 162(m) and the regulations promulgated under the Code,
and each of whom shall be “independent” within the meaning of the listing
standards of the Nasdaq Stock Market.  To the extent that compensation
realized in respect of Awards is intended to be “performance based” under
Section 162(m) of the Code and the Committee is not comprised solely of
individuals who are “outside directors” within the meaning of
Section 162(m) of the Code, the Committee may from time to time delegate
some or all of its functions under the Plan to a committee or subcommittee
composed of members that meet the relevant requirements.

     

    (h)           “Common
Shares” or “Shares” shall mean the common shares
of beneficial interest, par value $0.001 per share, of the Company.

    


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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

    


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

     

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

    


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

    


    (n)           “Fair Market
Value” with
respect to the Common Shares, shall mean, for purposes of a grant of an Award as
of any date, (i) the average of the closing sales prices of the Common
Shares on all national securities exchanges on which the Common Shares may at
the time be listed, or any other such exchange on which the Common Shares are
traded, on such date, or in the absence of reported sales on such date, the
average closing sales prices on the immediately preceding date on which sales
were reported, (ii) if on any day the Common Shares shall not be quoted on a
national securities exchange, the average of the high and low bid and asked
prices on such day in the over-the-counter market as reported by National
Quotation Bureau Incorporated, or any similar successor organization, or
(iii) in the event there is no public market or over-the-counter market for
the Common Shares on such date, the fair market value as determined, in good
faith, by the Board or Committee in its sole discretion, and for purposes of a
sale of a Common Share as of any date, the actual sales price on that
date.

    


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

    


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

    


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

    


     

    (r)           “Operating
Partnership” means Whitestone REIT Operating Partnership,
L.P.

    


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

    


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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (u)           “Other Share-Based
Award” shall mean
any Award granted under Sections 9 or
10 of the
Plan.

    


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

    


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

    


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

    


    (y)           “Restricted Common
Share” shall mean
any Common Share granted under Sections 7 or
10 of the
Plan.

    


    (z)           “Restricted Common
Share Unit” shall
mean any unit granted under Sections 7 or
10 of the
Plan.

     

    (aa)         “Restricted Unit
Award” means an award of units in the Operating Partnership granted to a
Participant under this Plan whereby the Participant has immediate rights of
ownership in the units underlying the award, but such units are subject to
restrictions in accordance with the terms and provisions of this Plan and the
limited partnership agreement of the Operating Partnership, as amended, and may
be subject to additional restrictions in accordance with the terms of an Award
Agreement pertaining to the Award, including provisions causing the units to be
subject to forfeiture by the individual until the earlier of (a) the time such
restrictions lapse or are satisfied, or (b) the time such shares are forfeited,
pursuant to the terms and provisions of any Award Agreement pertaining to the
Award.

    


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

    


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

    


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

    


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

    


    (ff)          “Stock
Appreciation Right”
or “SAR” shall mean a stock
appreciation right granted under Sections 6 or
10 of the Plan
that entitles the holder to receive, with respect to each Common Share
encompassed by the exercise of such SAR, the amount determined by the Committee
and specified in an Award Agreement.  In the absence of such a
determination, the holder shall be entitled to receive, with respect to each
Common Share encompassed by the exercise of such SAR, the excess of the Fair
Market Value on
the date of exercise over the Fair Market Value on the date of
grant.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

    


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

     

    (ii)          
“Trustee” shall mean a member of the
Board.

    


    
      	
              Section
      3.

            	
              Administration.

            


    

    


    3.1           Authority of
Committee.  The Plan shall be administered by the Committee,
which shall be appointed by and serve at the pleasure of the Board; provided,
however, with respect to Awards to Non-Employee Trustees, all references in the
Plan to the Committee shall be deemed to be references to the
Board.  Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the Committee
by the Plan, the Committee shall have full power and authority in its discretion
to: (i) designate Participants; (ii) determine the type or types of Awards
to be granted to a Participant; (iii) determine the number of Common Shares
to be covered by, or with respect to which payments, rights or other matters are
to be calculated in connection with Awards; (iv) determine the timing,
terms, and conditions of any Award; (v) accelerate the time at which all or
any part of an Award may be settled or exercised; (vi) determine whether,
to what extent, and under what circumstances, Awards may be settled or exercised
in cash, Common Shares, other securities, other Awards or other property, or
canceled, forfeited or suspended and the method or methods by which Awards may
be settled, exercised, canceled, forfeited or suspended; (vii) determine
whether, to what extent, and under what circumstances cash, Common Shares, other
securities, other Awards, other property, and other amounts payable with respect
to an Award shall be deferred either automatically or at the election of the
holder thereof or of the Committee; (viii) interpret and administer the
Plan and any instrument or agreement relating to, or Award made under, the Plan;
(ix) except to the extent prohibited by Section 6.2,
amend or modify the terms of any Award at or after grant with the consent of the
holder of the Award; (x) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (xi) make any other determination and take
any other action that the Committee deems necessary or desirable for the
administration of the Plan, subject to the exclusive authority of the Board
under Section 14
hereunder to amend or terminate the Plan.  The exercise of an Option
or receipt of an Award shall be effective only if an Award Agreement shall have
been duly executed and delivered on behalf of the Company following the grant of
the Option or other Award.

    


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

    


    3.3          Delegation.  Subject
to the terms of the Plan, the Committee’s charter and applicable law, the
Committee may delegate to one or more officers or managers of the Company or of
any Subsidiary or Affiliate, or to a Committee of such officers or managers, the
authority, subject to such terms and limitations as the Committee shall
determine, to grant Awards to or to cancel, modify or waive rights with respect
to, or to alter, discontinue, suspend or terminate Awards held by Participants
who are not officers or trustees of the Company for purposes of Section 16
of the Exchange Act or who are otherwise not subject to such
section.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      4.

            	
              Common
      Shares Available For Awards.

            


    

    


    4.1           Common Shares
Available.  Subject to the provisions of Section 4.2 hereof,
the maximum aggregate number of Common Shares that may be issued to Participants
and their beneficiaries under the Plan shall be 2,063,885 Common Shares as of
the Effective Date.  The maximum aggregate number of Common Shares
that may be issued under the Plan will be increased upon each issuance of Common
Shares by the Company (including issuances pursuant to the Plan) so that at any
time the maximum number of shares that may be issued under the Plan shall equal
12.5% of the aggregate number of Common Shares and units of the Operating
Partnership issued and outstanding (other than treasury shares and/or units
issued to or held by the Company).  Notwithstanding the foregoing and
subject to adjustment as provided in Section 4.2 hereof,
(i) no Participant may receive Options or SARs under the Plan in any calendar
year that, taken together, relate to more than 500,000 Common Shares and (ii)
the maximum number of Common Shares that may be issued by Options intended to be
Incentive Stock Options shall be 2,063,885 Common Shares. If, after the
Effective Date of the Plan, any Common Shares covered by an Award granted under
this Plan, or to which such an Award relates, are forfeited, or if such an Award
otherwise terminates, expires unexercised or is canceled, then the Common Shares
covered by such Award, or to which such Award relates, or the number of Common
Shares otherwise counted against the aggregate number of Common Shares with
respect to which Awards may be granted, to the extent of any such forfeiture,
termination, expiration or cancellation, shall again become Common Shares with
respect to which Awards may be granted in accordance with the formula described
above.  In addition, Common Shares that are canceled, tendered or
withheld in payment of all or part of the Option Price or exercise price of an
Award or in satisfaction of withholding tax obligations, and Common Shares that
are reacquired with cash tendered in payment of the Option Price or exercise
price of an Award, will be included in or added to the number of Common Shares
available for grant under the Plan.

    


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

    


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

    


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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      5.

            	
              Eligibility.

            


    

    


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

    


    
      	
              Section
      6.

            	
              Stock
      Options And Stock Appreciation
Rights.

            


    

    


    6.1          Grant.  Subject to
the provisions of the Plan including, without limitation, Section 3.3 above and
other applicable legal requirements, the Committee shall have sole and complete
authority to determine the Participants to whom Options and SARs shall be
granted, the number of Common Shares subject to each Award, the exercise price
and the conditions and limitations applicable to the exercise of each Option and
SAR.  An Option may be granted with or without a related
SAR.  A SAR may be granted with or without a related
Option.  The Committee shall have the authority to grant Incentive
Stock Options, and to grant Non-Qualified Stock Options.  In the case
of Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with Section 422 of the Code, as from time to time
amended, and any regulations implementing such statute.  A person who
has been granted an Option or SAR under this Plan may be granted additional
Options or SARs under the Plan if the Committee shall so determine; provided,
however, that to the extent the aggregate Fair Market Value (determined at the
time the Incentive Stock Option is granted) of the Common Shares with respect to
which all Incentive Stock Options are exercisable for the first time by an
Employee during any calendar year (under all plans described in of
Section 422(d) of the Code of the Employee’s employer corporation and its
parent and Subsidiaries) exceeds $100,000, such Options shall be treated as
Non-Qualified Stock Options.

    


    6.2          Price.  The
Committee in its sole discretion shall establish the Option Price at the time
each Option is granted.  Except in the case of Substitute Awards, the
Option Price of an Option may not be less than one hundred percent (100%) of the
Fair Market Value of the Common Shares with respect to which the Option is
granted on the date of grant of such Option.  Notwithstanding the
foregoing and except as permitted by the provisions of Section 4.2 and
Section 14
hereof, the Committee shall not have the power to (i) amend the terms of
previously granted Options to reduce the Option Price of such Options, or
(ii) cancel such Options and grant substitute Options with a lower Option
Price than the canceled Options.  Except with respect to Substitute
Awards, SARs may not be granted at a price less than the Fair Market Value of a
Common Share on the date of grant.

    


    6.3          Term.  Subject to
the Committee’s authority under Section 3.1 and
the provisions of Section 6.6,
each Option and SAR and all rights and obligations thereunder shall expire on
the date determined by the Committee and specified in the Award
Agreement.  The Committee shall be under no duty to provide terms of
like duration for Options or SARs granted under the
Plan.  Notwithstanding the foregoing, no Option or SAR shall be
exercisable after the expiration of ten (10) years from the date such
Option or SAR was granted.

    


    6.4          Exercise.

    


    
      (a)    Each
Option and SAR shall be exercisable at such times and subject to such terms and
conditions as the Committee may, in its sole discretion, specify in the
applicable Award Agreement or thereafter.  The Committee shall have
full and complete authority to determine, subject to Section 6.6
herein, whether an Option or SAR will be exercisable in full at any time or from
time to time during the term of the Option or SAR, or to provide for the
exercise thereof in such installments, upon the occurrence of such events and at
such times during the term of the Option or SAR as the Committee may
determine.

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

    

    


    
      (c)    An Option
or SAR may be exercised in whole or in part at any time, with respect to whole
Common Shares only, within the period permitted thereunder for the exercise
thereof, and shall be exercised by written notice of intent to exercise the
Option or SAR, delivered to the Company at its principal office, and payment in
full to the Company at the direction of the Committee of the amount of the
Option Price for the number of Common Shares with respect to which the Option is
then being exercised.

    

    


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

    

    


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

    

    


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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6.6          Transferability of
Options.  An Option shall not be transferable or assignable
except by will or by the laws of descent and distribution and shall be
exercisable, during the Participant’s lifetime, only by the Participant;
provided, however, that in the event the Participant is incapacitated and unable
to exercise his or her Option, if such Option is a Non-Qualified Option, such
Option may be exercised by such Participant’s legal guardian, legal
representative, or other representative whom the Board deems appropriate based
on applicable facts and circumstances.

    


    
      	
              Section
      7.

            	
              Restricted
      Common Shares, Restricted Common Share Units and Restricted Unit
      Awards.

            


    

    


    7.1          Grant.

    


    
      (a)    Subject
to the provisions of the Plan and other applicable legal requirements, the
Committee shall have sole and complete authority to determine the Participants
to whom Restricted Common Shares and Restricted Common Share Units shall be
granted, the number of Restricted Common Shares and/or the number of Restricted
Common Share Units to be granted to each Participant, the duration of the period
during which, and the conditions under which, the Restricted Common Shares and
Restricted Common Share Units may be forfeited to the Company, and the other
terms and conditions of such Awards. The Restricted Common Share and Restricted
Common Share Unit Awards shall be evidenced by Award Agreements in such form as
the Committee shall from time to time approve, which agreements shall comply
with and be subject to the terms and conditions provided hereunder and any
additional terms and conditions established by the Committee that are consistent
with the terms of the Plan.

    

    


    
      (b)    Each
Restricted Common Share and Restricted Common Share Unit Award made under the
Plan shall be for such number of Common Shares as shall be determined by the
Committee and set forth in the Award Agreement containing the terms of such
Restricted Common Share or Restricted Common Share Unit Award.  Such
agreement shall set forth a period of time during which the grantee must remain
in the continuous employment of the Company in order for the forfeiture and
transfer restrictions to lapse.  If the Committee so determines, the
restrictions may lapse during such restricted period in installments with
respect to specified portions of the Common Shares covered by the Restricted
Common Share or Restricted Common Share Unit Award.  The Award
Agreement may also, in the discretion of the Committee, set forth performance or
other conditions under which restrictions on the Common Shares may lapse or that
will subject the Common Shares to forfeiture and transfer restrictions,
including by reference to those performance goals enumerated in Section 11
hereof.  The Committee may, at its discretion, waive all or any part
of the restrictions applicable to any or all outstanding Restricted Common Share
and Restricted Common Share Unit Awards.

    

    


    
      (c)    Subject
to the provisions of the Plan and other applicable legal requirements, the
Committee shall have sole and complete authority to determine the Participants
to whom Restricted Unit Awards shall be granted, the number of units in the
Operating Partnership to be granted to each Participant, and the other terms and
conditions of such Awards. Units in the Operating Partnership awarded pursuant
to a Restricted Unit Award may be subject to such terms, conditions and
restrictions as determined by the Committee for periods determined by the
Committee in addition to the terms, conditions and restrictions as contained in
the limited partnership agreement of the Operating
Partnership.

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

    


    7.3          Termination of
Restrictions.  At the end of the restricted period and provided
that any other restrictive conditions of the Restricted Common Share Award are
met, or at such earlier time as otherwise determined by the Committee, all
restrictions set forth in the Award Agreement relating to the Restricted Common
Share Award or in the Plan shall lapse as to the restricted Common Shares
subject thereto, and a stock certificate for the appropriate number of Common
Shares, free of the restrictions and restricted stock legend, shall be delivered
to the Participant or the Participant’s beneficiary or estate, as the case may
be.

    


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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              
                Section
      8.

              

            	Performance Awards.


    

     

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

    


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

    


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

    


    
      	
              Section
      9.

            	
              Other
      Share-Based Awards.

            


    

    


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

    


    
      	
              Section
      10.

            	
              Non-Employee
      Trustee Awards.

            


    

    


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

    


    10.2         Subject
to applicable legal requirements, the Board may also grant Awards to
Non-Employee Trustees pursuant to the terms of the Plan, including any Award
described in Sections 6,
7 or 9 above.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      11.

            	
              Provisions
      Applicable To Covered Officers And Performance
  Awards.

            


    

    


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

    


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

    


    
      	 
      	
              (a)

            	
              earnings
      before interest, taxes, depreciation and/or
  amortization;

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              operating
      income or profit;

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              operating
      efficiencies;

            
	 
      	 
      	 
      
	 
      	
              (d)

            	
              return
      on equity, assets, capital, capital employed or
  investment;

            
	 
      	 
      	 
      
	 
      	
              (e)

            	
              net
      income;

            
	 
      	 
      	 
      
	 
      	
              (f)

            	
              earnings
      per share;

            
	 
      	 
      	 
      
	 
      	
              (g)

            	
              utilization;

            
	 
      	 
      	 
      
	 
      	
              (h)

            	
              net
      investment income;

            
	 
      	 
      	 
      
	 
      	
              (i)

            	
              gross
      profit;

            
	 
      	 
      	 
      
	 
      	
              (j)

            	
              loan
      loss ratios;

            
	 
      	 
      	 
      
	 
      	
              (k)

            	
              stock
      price or total shareholder return;

            
	 
      	 
      	 
      
	 
      	
              (l)

            	
              net
      asset growth;

            
	 
      	 
      	 
      
	 
      	
              (m)

            	
              debt
      reduction;

            
	 
      	 
      	 
      
	 
      	
              (n)

            	
              funds
      from operations;

            
	 
      	 
      	 
      
	 
      	
              (o)

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

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              (p)

            	
              property
      acquisitions;

            
	 
      	 
      	 
      
	 
      	
              (q)

            	
              corporate
      acquisitions and mergers;

            
	 
      	 
      	 
      
	 
      	
              (r)

            	
              equity
      offerings; or

            
	 
      	 
      	 
      
	 
      	
              (s)

            	
              any
      combination thereof.

            


    

    


    Each goal
may be expressed on an absolute and/or relative basis, may be based on or
otherwise employ comparisons based on internal targets, the past performance of
the Company or any Subsidiary, operating unit, business segment or division of
the Company and/or the past or current performance of other companies, and in
the case of earnings-based measures, may use or employ comparisons relating to
capital, shareholders’ equity and/or Common Shares outstanding, or to assets or
net assets.  The Committee may appropriately adjust any evaluation of
performance under criteria set forth in this Section 11.2 to
exclude any of the following events that occurs during a performance
period:  (i) asset write-downs, (ii) litigation or claim judgments or
settlements, (iii) the effect of changes in tax law, accounting principles or
other such laws or provisions affecting reported results, (iv) accruals for
reorganization and restructuring programs and (v) any extraordinary
non-recurring items as described in Financial Accounting Standard 144 and/or in
management’s discussion and analysis of financial condition and results of
operations appearing in the Company’s annual report to shareholders for the
applicable year.

    


    11.3         With
respect to any Covered Officer, the maximum annual number of Common Shares in
respect of which all Performance Awards may be granted under Section 8 of the
Plan is 500,000 and the maximum amount of all Performance Awards that are
settled in cash and that may be granted under Section 8 of the Plan
in any year is $5,000,000.

    


    11.4         To
the extent necessary to comply with Section 162(m), with respect to grants
of Performance Awards, no later than 90 days following the commencement of
each performance period (or such other time as may be required or permitted by
Section 162(m) of the Code), the Committee shall, in writing,
(1) select the performance goal or goals applicable to the performance
period, (2) establish the various targets and bonus amounts which may be
earned for such performance period, and (3) specify the relationship
between performance goals and targets and the amounts to be earned by each
Covered Officer for such performance period.  Following the completion
of each performance period, the Committee shall certify in writing whether the
applicable performance targets have been achieved and the amounts, if any,
payable to Covered Officers for such performance period.  In
determining the amount earned by a Covered Officer for a given performance
period, subject to any applicable Award Agreement, the Committee shall have the
right to reduce (but not increase) the amount payable at a given level of
performance to take into account additional factors that the Committee may deem
relevant in its sole discretion to the assessment of individual or corporate
performance for the performance period.

    


    
      	
              Section
      12.

            	
              Termination
      Of Employment.

            


    

    


    The Committee shall have the full
power and authority to determine the terms and conditions that shall apply to
any Award upon a termination of employment with the Company, its Subsidiaries
and Affiliates, including a termination by the Company, by a Participant
voluntarily, or by reason of death, Disability or Retirement, and may provide
such terms and conditions in the Award Agreement or in such rules and
regulations as it may prescribe.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      13.

            	
              Change
      In Control.

            


    

    


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

    


    
      	
              Section
      14.

            	
              Amendment
      And Termination.

            


    

    


    14.1         Amendments to the
Plan.  The Board may amend, alter, suspend, discontinue or
terminate the Plan or any portion thereof at any time; provided that no such
amendment, alteration, suspension, discontinuation or termination shall be made
without shareholder approval if (a) such approval is necessary to comply with
any tax or regulatory requirement for which or with which the Board deems it
necessary or desirable to comply or (b) if such amendment, alteration,
suspension, discontinuation or termination constitutes a material revision to
the Plan. For the purpose of the foregoing, a material revision shall be deemed
to include (but shall not be limited to): (i) a material increase in the number
of shares subject to the Plan under Section 4; (ii) an
expansion of the types of Awards under the Plan; (iii) a material expansion of
the class of employees, trustees or other Participants eligible to participate
in the Plan; (iv) a material extension of the term of the Plan; (v) a material
change to the method of determining the Option Price under the Plan; and (vi) an
amendment to Section
6.2 of the Plan. A material revision shall not include any revision that
curtails rather than expands the scope of the Plan.

    


    14.2         Amendments to
Awards.  Subject to the restrictions of Section 6.2, the
Committee may waive any conditions or rights under, amend any terms of or alter,
suspend, discontinue, cancel or terminate, any Award theretofore granted,
prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
materially and adversely affect the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary.

    


    14.3         Adjustments of Awards Upon the
Occurrence of Certain Unusual or Nonrecurring Events.  The
Committee is hereby authorized to make equitable and proportionate adjustments
in the terms and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (and shall make such adjustments
for events described in Section 4.2
hereof) affecting the Company, any Subsidiary or Affiliate, or the financial
statements of the Company or any Subsidiary or Affiliate, or of changes in
applicable laws, regulations or accounting principles.

    


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

    


    
      	
              Section
      15.

            	
              General
      Provisions.

            


    

    


    15.1         Limited Transferability of Awards.
Except as otherwise provided in the Plan, no Award shall be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a
Participant, except by will or the laws of descent and
distribution.  No transfer of an Award by will or by laws of descent
and distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and an authenticated copy of the
will and/or such other evidence as the Committee may deem necessary or
appropriate to establish the validity of the transfer.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    15.14      
No Fractional Common
Shares.  No fractional Common Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities or other property shall be paid or transferred in
lieu of any fractional Common Shares or whether such fractional Common Shares or
any rights thereto shall be canceled, terminated or otherwise
eliminated.

     

    
      
        
        

      

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

    


    
      	
              Section
      16.

            	
              Term
      Of The Plan.

            


    

    


    16.1          Effective Date. Subject to
the approval of the shareholders of the Company at the Company’s 2008 annual
meeting of its shareholders, the Plan shall be effective as of July 29, 2008
(the “Effective
Date”); provided, however, that to the extent that Awards are granted
under the Plan prior to its approval by shareholders, the Awards shall be
contingent on approval of the Plan by the shareholders of the Company at such
annual meeting.

    


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

     

     

     

    17