EX-10.3






Exhibit
10.3




GALIOT CAPITAL CORPORATION




FORM OF 2009 EQUITY INCENTIVE PLAN




     Galiot Capital Corporation, a Maryland corporation, wishes to attract and retain qualified
employees (if any), Directors, officers, and consultants and encourage them to increase their
efforts to make the Company’s business more successful, whether directly or through Subsidiaries.
In furtherance thereof, the Galiot Capital Corporation 2009 Equity Incentive Plan is designed to
provide equity-based incentives to certain Eligible Persons. Awards under the Plan may be made to
Eligible Persons in the form of Options, Stock Appreciation Rights, Restricted Stock, Phantom
Shares, Dividend Equivalent Rights or other forms of equity-based compensation.




	1.	 	DEFINITIONS.





     Whenever used herein, the following terms shall have the meanings set forth below:



     “Affiliate” means any entity other than a Subsidiary that is controlled by or under common
control with the Company that is designated as an “Affiliate” by the Committee in its discretion.



     “Award,” except where referring to a particular category of grant under the Plan, shall
include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted
Stock, Phantom Shares, Dividend Equivalent Rights and other equity-based Awards as contemplated
herein.



     “Award Agreement” means a written agreement in a form approved by the Committee to be entered
into between the Company and the Participant as provided in Section 3.



     “Board” means the Board of Directors of the Company.



     “Cause” means, unless otherwise provided in the Participant’s Award Agreement: (i) engaging in
(A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to adhere
to the directions of superiors or the Board or the written policies and practices of the Manager,
the Company, any Subsidiaries or their Affiliates; (iii) the commission of a felony or a crime of
moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving
the Manager, the Company or any Subsidiaries, or any Affiliate thereof; (iv) fraud,
misappropriation or embezzlement; (v) a material breach of the Participant’s employment agreement
(if any) with the Manager, the Company or any Subsidiaries or their Affiliates; (vi) acts or
omissions constituting a material failure to perform substantially and adequately the duties
assigned to the Participant; (vii) any illegal act detrimental to the Manager, the Company or any
Subsidiaries or their Affiliates; or (viii) repeated failure to devote the appropriate amount of
Participant’s business time and efforts to the Manager, the Company, any Subsidiaries or their
Affiliates if required by Participant’s employment agreement; provided, however, that, if at any
particular time the Participant is subject to an effective employment agreement with the Manager or
the Company, then, in lieu of the foregoing definition, “Cause” shall at that time have such
meaning as may be specified in such employment agreement.



     “Change in Control” means the happening of any of the following:




	 	(i)	 	any “person,” including a “group” (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act, but excluding the Company or the
Manager, any entity controlling, controlled by or under common control
with the Company or the Manager, any trustee,




 









 






	 	 	 	fiduciary or other person or entity holding securities under any employee benefit
plan or trust of the Company or the Manager or any such entity, and, with respect to
any particular Participant, the Participant and any “group” (as such term is used in
Section 13(d)(3) of the Exchange Act) of which the Participant is a member), is or
becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act),
directly or indirectly, of securities of the Company representing more than 50% of
either (A) the combined voting power of the Company’s then outstanding securities or
(B) the then outstanding Shares; or
	 
	 	(ii)	 	any consolidation or merger of the Company, where the stockholders
of the Company immediately prior to the consolidation or merger,
would not, immediately after the consolidation or merger,
beneficially own (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, shares representing in the
aggregate 50% or more of the combined voting power of the securities
of the corporation issuing cash or securities in the consolidation
or merger (or of its ultimate parent corporation, if any); or
	 
	 	(iii)	 	there shall occur (A) any sale, lease, exchange or other transfer
(in one transaction or a series of transactions contemplated or
arranged by any party as a single plan) of all or substantially all
of the assets of the Company, other than a sale or disposition by
the Company of all or substantially all of the Company’s assets to
an entity, at least 50% of the combined voting power of the voting
securities of which are owned by “persons” (as defined above) in
substantially the same proportion as their ownership of the Company
immediately prior to such sale or (B) the approval by stockholders
of the Company of any plan or proposal for the liquidation or
dissolution of the Company; or
	 
	 	(iv)	 	the members of the Board at the beginning of any consecutive
24-calendar-month period (the “Incumbent Directors”) cease for any
reason other than due to death to constitute at least a majority of
the members of the Board; provided that any Director whose election,
or nomination for election by the Company’s stockholders, was
approved or ratified by a vote of at least a majority of the members
of the Board then still in office who were members of the Board at
the beginning of such 24-calendar-month period, shall be deemed to
be an Incumbent Director; or
	 
	 	(v)	 	the members of the Board adopt a resolution to the effect that, in
its judgment, as a consequence of any transaction or event, a Change
in Control has effectively occurred.




Notwithstanding the foregoing, no event or condition described in clauses (i) through (iv) above
shall constitute a Change in Control if it results from (A) a transaction between the Company and
Manager, or an Affiliate of Manager, or (B) a termination of the management agreement by and
between the Company and Manager for Cause.



Notwithstanding the foregoing, no event or condition shall constitute a Change in Control to the
extent that, if it were, a 20% tax would be imposed upon or with respect to any Award under Section
409A of the Code; provided that, in such a case, the event or condition shall continue to
constitute a Change in Control to the maximum extent possible (e.g., if applicable, in respect of
vesting without an acceleration of distribution) without causing the imposition of such 20% tax.




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



     “Committee” means the compensation committee of the Board.



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     “Common Stock” means the Company’s Common Stock, par value $.01 per share, either currently
existing or authorized hereafter.



     “Company” means the Galiot Capital Corporation, a Maryland corporation.



     “Director” means a non-employee director of the Company or Subsidiaries.



     “Disability” means that a Participant is (i) unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected
to result in death or last for a continuous period of at least twelve (12) months; or (ii) by
reason of any medically determinable physical or mental impairment that can be expected to result
in death or last for a continuous period of at least twelve (12) months, receiving income
replacement benefits for at least three (3) months under an accident and health plan covering the
Company’s or a Subsidiary’s employees. Notwithstanding the foregoing, no circumstances or condition
shall constitute a Disability to the extent that, if it were, a 20% tax would be imposed under
Section 409A of the Code; provided that, in such a case, the event or condition shall continue to
constitute a Disability to the maximum extent possible (e.g., if applicable, in respect of vesting
without an acceleration of distribution) without causing the imposition of such 20% tax.



     “Dividend Equivalent Right” means a right awarded under Section 8 to receive (or have
credited) the equivalent value of dividends paid on Common Stock.



     “Eligible Person” means (i) an officer, Director or employee (if any) of, or service provider
to, the Company or its Subsidiaries, or (ii) an officer, independent director or employee of, or
service provider to, the Manager or an Affiliate of the Manager. In the case of the grant of Awards
directly or indirectly to officers, Directors, employees or consultants of entities described in
clause (ii) of the foregoing sentence, the Committee may make arrangements with such entities in
its discretion, in light of tax and other considerations.



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



     “Fair Market Value” per Share as of a particular date means (i) if Shares are then listed on a
national securities exchange or quoted or reported on a national quotation system, the closing
sales price per Share on the exchange or system for the applicable date or, if there are no sales
on such date, for the last preceding date on which there was a sale of Shares on such exchange or
system; (ii) if Shares are not then listed on a national securities exchange or quoted on a
national quotation system but are then traded on an over-the-counter market, the average of the
closing bid and asked prices for the Shares in such over-the-counter market for the date in
question, or, if there are no bid and asked prices on such date, for the last preceding date on
which there was a sale of such Shares in such market; or (iii) if Shares are not then listed on a
national securities exchange, quoted on a national quotation system or traded on an
over-the-counter market, such value as may be determined by the Committee in its discretion or as
may be determined in accordance with such methodologies, procedures or other rules (which may
provide, without limitation, that determinations of Fair Market Value shall be made by an
independent third party) as may be established by the Committee in its discretion; provided that,
where the Shares are so listed or traded, the Committee may make discretionary determinations, or
implement such methodologies, procedures or other rules, where the Shares have not been traded for
10 trading days.



     “Grantee” means an Eligible Person granted Restricted Stock, Phantom Shares, Dividend
Equivalent Rights or such other equity-based Awards as may be granted pursuant to Section 9.



     “Incentive Stock Option” means an “incentive stock option” within the meaning of Section
422(b) of the Code.



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     “Manager” means Fischer Francis Trees & Watts, Inc., a New York corporation.



     “Non-Qualified Stock Option” means an Option which is not an Incentive Stock Option.



     “Option” means the right to purchase, at a price and for the term fixed by the Committee in
accordance with the Plan, and subject to such other limitations and restrictions in the Plan and
the applicable Award Agreement, a number of Shares determined by the Committee.



     “Optionee” means an Eligible Person to whom an Option is granted, or the Successors of the
Optionee, as the context so requires.



     “Option Price” means the price per Share, determined by the Board or the Committee, at which
an Option may be exercised.



     “Participant” means a Grantee or Optionee.



     “Performance Goals” has the meaning set forth in Section 10.



     “Phantom Share” means a right, pursuant to the Plan, of the Grantee to payment of the Phantom
Share Value in accordance with Section 7.



     “Phantom Share Value,” per Phantom Share, means the Fair Market Value of a Share or, if so
provided by the Committee, such Fair Market Value to the extent in excess of a base value
established by the Committee at the time of grant.



     “Plan” means the Company’s 2008 Equity Incentive Plan, as set forth herein and as the same may
from time to time be amended.



     “Restricted Stock” means an award of Shares, which may be subject to restrictions in
accordance with Section 6.



     “Retirement” means, unless otherwise provided in the applicable Award Agreement, the
Termination of Service of a Participant under circumstances which would entitle the Participant to
an immediate pension under an approved retirement plan of the Company or Manager, or, in the
absence of such a plan, the Termination of Service (other than for Cause) of a Participant on or
after the Participant’s attainment of age 65 or on or after the Participant’s attainment of age 55
with five consecutive years of service with the Company, the Manager, any Subsidiaries or their
Affiliates.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Settlement Date” means the date determined under Section 7.4(c).



     “Shares” means shares of Common Stock of the Company.



     “Stock Appreciation Right” means a right described in Section 5.7.



     “Subsidiary” means any corporation, partnership or other entity of which at least 50% of the
economic interest in the equity is owned (directly or indirectly) by the Company, the Manager or
another subsidiary. In the event the Company or the Manager becomes such a subsidiary of another
company (directly or indirectly), the provisions hereof applicable to subsidiaries shall, unless
otherwise determined by the Committee, also be applicable to such parent company.



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     “Successor of the Optionee” means the legal representative of the estate of a deceased
Optionee or the person or persons who shall acquire the right to exercise an Option by bequest or
inheritance or by reason of the death of the Optionee.



     “Termination of Service” means a Participant’s termination of employment or other service, as
applicable, with the Company, Subsidiaries, the Manager or their Affiliates. Notwithstanding the
foregoing, a Participant’s Termination of Service shall be interpreted within the meaning of
Section 409A of the Code and Treasury Regulation 1.409A-1(h). Unless otherwise provided in the
Award Agreement, cessation of service as an officer, employee, Director or consultant or other
covered positions shall not be treated as a Termination of Service if the Participant continues
without interruption to serve thereafter in another one (or more) of such other capacities, and
Termination of Service shall be deemed to have occurred when service in the final covered capacity
ceases.




	2.	 	EFFECTIVE DATE AND TERMINATION OF PLAN.





     The
effective date of the Plan is                     , 2009. The Plan shall not become effective unless
and until it is approved by the requisite percentage of the holders of the Common Stock of the
Company. The Plan shall terminate on, and no Award shall be granted hereunder on or after, the
10-year anniversary of the earlier of the approval of the Plan by (i) the Board or (ii) the
stockholders of the Company; provided, however, that the Board may at any time prior to that date
terminate the Plan.




	3.	 	ADMINISTRATION OF PLAN.





          (a) The Plan shall be administered by the Committee appointed by the Board. The Committee,
upon and after such time as it is subject to Section 16 of the Exchange Act, shall consist of at
least two individuals each of whom shall be a “nonemployee director” as defined in Rule 16b-3 as
promulgated by the Securities and Exchange Commission (“Rule 16b-3”) under the Exchange Act, and
shall, at such times as the Company is subject to Section 162(m) of the Code (to the extent relief
from the limitation of Section 162(m) of the Code is sought with respect to Awards), qualify as
“outside directors” for purposes of Section 162(m) of the Code; provided that no action taken by
the Committee (including, without limitation, grants) shall be invalidated because any or all of
the members of the Committee fails to satisfy the foregoing requirements of this sentence. The acts
of a majority of the members present at any meeting of the Committee at which a quorum is present,
or acts approved in writing by a majority of the entire Committee, shall be the acts of the
Committee for purposes of the Plan. If and to the extent applicable, no member of the Committee may
act as to matters under the Plan specifically relating to such member. Notwithstanding the other
foregoing provisions of this Section 3(a), any Award under the Plan to a person who is a member of
the Committee shall be made and administered by the Board. If no Committee is designated by the
Board to act for these purposes, the Board shall have the rights and responsibilities of the
Committee hereunder and under the Award Agreements.




          (b) Subject to the provisions of the Plan, the Committee shall in its discretion as reflected
by the terms of the Award Agreements (i) authorize the granting of Awards to Eligible Persons (or
to an entity for the benefit of Eligible Persons) and (ii) determine the eligibility of Eligible
Persons to receive an Award, as well as determine the number of Shares to be covered under any
Award Agreement, considering the position and responsibilities of the Eligible Person, the nature
and value to the Company of the Eligible Person’s present and potential contribution to the success
of the Company, whether directly or through Subsidiaries, and such other factors as the Committee
may deem relevant. In granting Awards under the Plan, the Committee may consider the
recommendations of the Manager regarding which employees should receive Awards, and the amounts of
the Awards.





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          (c) The Award Agreement shall contain such other terms, provisions and conditions not
inconsistent herewith as shall be determined by the Committee. In the event that any Award
Agreement or other agreement hereunder provides (without regard to this sentence) for the
obligation of the Company or any Affiliate thereof to purchase or repurchase Shares from a
Participant or any other person, then, notwithstanding the provisions of the Award Agreement or
such other agreement, such obligation shall not apply to the extent that the purchase or repurchase
would not be permitted under Maryland law. The Participant shall take whatever additional actions
and execute whatever additional documents the Committee may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the obligations or
restrictions imposed on the Participant pursuant to the express provisions of the Plan and the
Award Agreement.





	4.	 	SHARES AND UNITS SUBJECT TO THE PLAN.





          (a) Subject to adjustments as provided in Section 14, the total number of Shares subject to
Awards granted under the Plan, in the aggregate, may not exceed 6% of the number of Shares issued
and outstanding at the time of grant (on a fully diluted basis), subject to an overall limitation
of 40 million shares available for issuance under the Plan (all of which may be issued as Options).
Subject to adjustments pursuant to Section 14, in no event may any Optionee receive Options for
more than 900,000 Shares on an annual basis, and the maximum number of Shares that may underlie
Awards, other than Options, granted in any one year to any Eligible Person, shall not exceed
900,000. Shares distributed under the Plan may be treasury Shares or authorized but unissued
Shares. Any Shares that have been granted as Restricted Stock or that have been reserved for
distribution in payment for Options, Phantom Shares or other equity-based Awards but are later
forfeited or for any other reason are not payable under the Plan may again be made the subject of
Awards under the Plan.




          (b) Shares subject to Dividend Equivalent Rights, other than Dividend Equivalent Rights based
directly on the dividends payable with respect to Shares subject to Options or the dividends
payable on a number of Shares corresponding to the number of Phantom Shares awarded, shall be
subject to the limitation of Section 4(a).




          (c) The certificates for Shares issued hereunder may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer hereunder or under the Award Agreement,
or as the Committee may otherwise deem appropriate.





	5.	 	PROVISIONS APPLICABLE TO STOCK OPTIONS.






	 	5.1	 	Grant of Option. 





     Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by
the terms of the applicable Award Agreement: (i) determine and designate from time to time those
Eligible Persons to whom Options are to be granted and the number of Shares to be optioned to each
Eligible Person; (ii) subject to Section 5.11, determine whether to grant Options intended to be
Incentive Stock Options, or to grant Non-Qualified Stock Options, or both (to the extent that any
Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified
Stock Option); (iii) determine the time or times when and the manner and condition in which each
Option shall be exercisable and the duration of the exercise period; (iv) designate each Option as
one intended to be an Incentive Stock Option or as a Non-Qualified Stock Option; and (v) determine
or impose other conditions to the grant or exercise of Options under the Plan as it may deem
appropriate.



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	 	5.2	 	Option Price.





     The Option Price shall be determined by the Committee on the date the Option is granted and
reflected in the Award Agreement, as the same may be amended from time to time. Any particular
Award Agreement may provide for different Option Prices for specified amounts of Shares subject to
the Option; provided that the Option Price shall not be less than 100% of the Fair Market Value of
a Share on the day the Option is granted.




	 	5.3	 	Period of Option and Vesting. 





          (a) Unless earlier expired, forfeited or otherwise terminated, each Option shall expire in its
entirety upon the 10th anniversary of the date of grant or shall have such other Term as is set
forth in the applicable Award Agreement. The Option shall also expire, be forfeited and terminate
at such times and in such circumstances as otherwise provided hereunder or under the Award
Agreement.




          (b) Each Option, to the extent that the Optionee has not had a Termination of Service and the
Option has not otherwise lapsed, expired, terminated or been forfeited, shall first become
exercisable according to the terms and conditions set forth in the Award Agreement, as determined
by the Committee at the time of grant. Unless otherwise provided in the Award Agreement or herein,
no Option (or portion thereof) shall ever be exercisable if the Optionee has a Termination of
Service before the time at which such Option (or portion thereof) would otherwise have become
exercisable, and any Option that would otherwise become exercisable after such Termination of
Service shall not become exercisable and shall be forfeited upon such termination. Notwithstanding
the foregoing provisions of this Section 5.3(b), Options exercisable pursuant to the schedule set
forth by the Committee at the time of grant may be fully or more rapidly exercisable or otherwise
vested at any time in the discretion of the Committee. Upon and after the death of an Optionee,
such Optionee’s Options, if and to the extent otherwise exercisable hereunder or under the
applicable Award Agreement after the Optionee’s death, may be exercised by the Successors of the
Optionee.





	 	5.4	 	Exercisability Upon and After Termination of Optionee.





          (a) The Committee shall provide in the Award Agreement the extent (if any) to which any Option
may be exercised upon the occurrence of death, Disability, Retirement or Termination of Service of
the Optionee.




          (b) Except as may otherwise be expressly set forth in this Section 5, and except as may
otherwise be expressly provided under the Award Agreement, no provision of this Section 5 is
intended to or shall permit the exercise of the Option to the extent the Option was not exercisable
before or upon Termination of Service.





	 	5.5	 	Exercise of Options.





          (a) Subject to vesting, restrictions on exercisability and other restrictions provided for
hereunder or otherwise imposed in accordance herewith, an Option may be exercised, and payment in
full of the aggregate Option Price made, by an Optionee only by written notice (in the form
prescribed by the Committee) to the Company specifying the number of Shares to be purchased.




          (b) Without limiting the scope of the Committee’s discretion hereunder, the Committee may
impose such other restrictions on the exercise of Options (whether or not in the nature of the
foregoing restrictions) as it may deem necessary or appropriate.





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	 	5.6	 	Payment.





          (a) The aggregate Option Price shall be paid in full upon the exercise of the Option. Payment
must be made by one of the following methods:





     (i) a certified or bank cashier’s check;




     (ii) subject to Section 12(e), the proceeds of a Company loan program or
third-party sale program or a notice acceptable to the Committee given as
consideration under such a program, in each case if permitted by the Committee in its
discretion, if such a program has been established and the Optionee is eligible to
participate therein;




     (iii) if approved (or pre-approved) by the Committee in its discretion, Shares
of previously owned Common Stock, which, if required by the Committee, have been
previously owned for more than six months, having an aggregate Fair Market Value on
the date of exercise equal to the aggregate Option Price;




     (iv) if approved (or pre-approved) by the Committee in its discretion, through
the written election of the Optionee to have Shares withheld by the Company from the
Shares otherwise to be received, with such withheld Shares having an aggregate Fair
Market Value on the date of exercise equal to the aggregate Option Price; or




     (v) by any combination of such methods of payment or any other method acceptable
to the Committee in its discretion.



          (b) Except in the case of Options exercised by certified or bank cashier’s check, the
Committee may impose limitations and prohibitions on the exercise of Options as it deems
appropriate, including, without limitation, any limitation or prohibition designed to avoid
accounting consequences which may result from the use of Common Stock as payment upon exercise of
an Option.




          (c) The Committee may provide that no Option may be exercised with respect to any fractional
Share. Any fractional Shares resulting from an Optionee’s exercise that is accepted by the Company
shall in the discretion of the Committee be paid in cash.





	 	5.7	 	Stock Appreciation Rights.





     The Committee, in its discretion, may (taking into account, without limitation, the
application of Section 409A of the Code, as the Committee may deem appropriate) also grant a Stock
Appreciation Right by permitting the Optionee to elect to receive, upon the exercise of an Option,
Shares with an aggregate Fair Market Value equal to the excess of the Fair Market Value of the
Shares with respect to which the Option is being exercised over the aggregate Option Price, as
determined as of the day the Option is exercised; provided that, after consideration of possible
accounting issues, the Committee may permit a Stock Appreciation Right to be settled in a
combination of Shares and cash, or exclusively in cash, with an aggregate Fair Market Value (or, to
the extent of payment in cash, in an amount) equal to such excess. Without limiting the Committee’s
discretion hereunder, the Committee is expressly authorized to cause the grant of a Stock
Appreciation Right (i) in tandem with an otherwise exercisable underlying Option, by having the
method of exercise under this Section 5.7 apply in addition to other methods of exercise, as to all
or a portion of any particular Award under this Section 5, or (ii) as a free-standing right, by
having the method of exercise under this Section 5.7 be the exclusive method of exercise.



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	 	5.8	 	Exercise by Successors.





     An Option may be exercised, and payment in full of the aggregate Option Price made, by the
Successors of the Optionee only by written notice (in the form prescribed by the Committee) to the
Company specifying the number of Shares to be purchased. Such notice shall state that the aggregate
Option Price will be paid in full, or that the Option will be exercised as otherwise provided
hereunder, in the discretion of the Company or the Committee, if and as applicable.




	 	5.9	 	Nontransferability of Option.





     Each Option granted under the Plan shall be nontransferable by the Optionee except by will or
the laws of descent and distribution of the state wherein the Optionee is domiciled at the time of
his death; provided, however, that the Committee may (but need not) permit other transfers, where
the Committee concludes that such transferability (i) does not result in accelerated U.S. federal
income taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to
be described in Section 422(b) of the Code, and (iii) is otherwise appropriate and desirable.




	 	5.10	 	Certain Incentive Stock Option Provisions.





          (a) In no event may an Incentive Stock Option be granted other than to employees of the
Company or a “subsidiary corporation” (as defined in Section 424(f) of the Code) or a “parent
corporation” (as defined in Section 424(e) of the Code) with respect to the Company. The aggregate
Fair Market Value, determined as of the date an Option is granted, of the Common Stock for which
any Optionee may be awarded Incentive Stock Options which are first exercisable by the Optionee
during any calendar year under the Plan (or any other stock option plan required to be taken into
account under Section 422(d) of the Code) shall not exceed $100,000. To the extent the $100,000
limit referred to in the preceding sentence is exceeded, an Option will be treated as a
Non-Qualified Stock Option.




          (b) If Shares acquired upon exercise of an Incentive Stock Option are disposed of in a
disqualifying disposition within the meaning of Section 422 of the Code by an Optionee prior to the
expiration of either two years from the date of grant of such Option or one year from the transfer
of Shares to the Optionee pursuant to the exercise of such Option, or in any other disqualifying
disposition within the meaning of Section 422 of the Code, such Optionee shall notify the Company
in writing as soon as practicable thereafter of the date and terms of such disposition and, if the
Company (or any Affiliate thereof) thereupon has a tax-withholding obligation, shall pay to the
Company (or such Affiliate) an amount equal to any withholding tax the Company (or Affiliate) is
required to pay as a result of the disqualifying disposition.




          (c) The Option Price with respect to each Incentive Stock Option shall not be less than 100%,
or 110% in the case of an individual described in Section 422(b)(6) of the Code (relating to
certain 10% owners), of the Fair Market Value of a Share on the day the Option is granted. Also, in
the case of such an individual who is granted an Incentive Stock Option, the term of such Option
shall be no more than five years from the date of grant.





	6. PROVISIONS APPLICABLE TO RESTRICTED STOCK.







	 	6.1	 	Grant of Restricted Stock.





          (a) In connection with the grant of Restricted Stock, whether or not Performance Goals (as
provided for under Section 10) apply thereto, the Committee shall establish one or more vesting
periods with respect to the shares of Restricted Stock granted, the length of which shall be
determined in




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the discretion of the Committee. Subject to the provisions of this Section 6, the applicable Award
Agreement and the other provisions of the Plan, restrictions on Restricted Stock shall lapse if the
Grantee satisfies all applicable employment or other service requirements through the end of the
applicable vesting period. The Committee also may authorize the granting of Shares that are
immediately vested, but otherwise subject to the provisions of the Plan applicable to Restricted
Stock.




          (b) Subject to the other terms of the Plan, the Committee may, in its discretion as reflected
by the terms of the applicable Award Agreement: (i) authorize the granting of Restricted Stock to
Eligible Persons; (ii) provide a specified purchase price for the Restricted Stock (whether or not
the payment of a purchase price is required by any state law applicable to the Company); (iii)
determine the period of forfeiture and related restrictions, if any, applicable to Restricted Stock
and (iv) determine or impose other conditions, including any applicable Performance Goals, to the
grant of Restricted Stock under the Plan as it may deem appropriate.





	 	6.2	 	Certificates.





          (a) Unless otherwise provided by the Committee, each Grantee of Restricted Stock shall be
issued a stock certificate in respect of Shares of Restricted Stock awarded under the Plan. Each
such certificate shall be registered in the name of the Grantee. Without limiting the generality of
Section 4(c), the certificates for Shares of Restricted Stock issued hereunder may include any
legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder or
under the Award Agreement, or as the Committee may otherwise deem appropriate, and, without
limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions,
and restrictions applicable to such Award, substantially in the following form:





THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE GALIOT CAPITAL CORPORATION 2008 EQUITY INCENTIVE
PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER
AND GALIOT CAPITAL CORPORATION. COPIES OF SUCH PLAN AND AWARD
AGREEMENT ARE ON FILE IN THE OFFICES OF GALIOT CAPITAL CORPORATION AT
200 PARK AVENUE, 46TH FLOOR, NEW YORK, NY 10166.



          (b) The Committee shall require that any stock certificates evidencing such Shares be held in
custody by the Company or its designee until the restrictions hereunder shall have lapsed, and
that, as a condition of any Award of Restricted Stock, the Grantee shall have delivered to the
Company or its designee a stock power, endorsed in blank, relating to the stock covered by such
Award. If and when such restrictions so lapse, the stock certificates shall be delivered by the
Company to the Grantee or his or her designee as provided in Section 6.3 (and the stock power shall
cease to be of effect).





	 	6.3	 	Restrictions and Conditions.





     Unless otherwise provided by the Committee, the Restricted Stock awarded pursuant to the Plan
shall be subject to the following restrictions and conditions:




     (i) Subject to the provisions of the Plan and the Award Agreements, during a
period commencing with the date of such Award and ending on the date the period of
forfeiture with respect to such Shares of Restricted Stock lapses, the Grantee shall
not be



10









 







permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate,
alienate, encumber or assign Shares of Restricted Stock awarded under the Plan (or
have such Shares attached or garnished). Subject to the provisions of the Award
Agreements and clauses (iii) and (iv) below, the period of forfeiture with respect to
Shares of Restricted Stock granted hereunder shall lapse as provided in the
applicable Award Agreement. Notwithstanding the foregoing, unless otherwise expressly
provided by the Committee, the period of forfeiture with respect to such Shares of
Restricted Stock shall only lapse as to whole Shares.




     (ii) Except as provided in the foregoing clause (i), below in this clause (ii)
or in Section 14, or as otherwise provided in the applicable Award Agreement, the
Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights
of a stockholder of the Company, including the right to vote the Shares of Restricted
Stock and the right to receive any cash dividends; provided, however that, if
provided in an Award Agreement, cash dividends on such Shares shall (A) be held by
the Company (unsegregated as a part of its general assets) until the period of
forfeiture lapses (and forfeited if the underlying Shares of Restricted Stock are
forfeited), and paid over to the Grantee (without interest) as soon as practicable
after such period lapses (if not forfeited), or (B) treated as may otherwise be
provided in an Award Agreement. Certificates for Shares of Restricted Stock (not
subject to restrictions) shall be delivered to the Grantee or his or her designee, at
the request thereof, promptly after, and only after, the period of forfeiture shall
lapse without forfeiture in respect of such Shares of Restricted Stock.




     (iii) The Committee shall provide in the Award Agreement the extent to which all
Shares of Restricted Stock still subject to restriction shall lapse upon the
occurrence of death, Disability, Retirement or Termination of Service of the Grantee
during the applicable period of forfeiture. If Shares of Restricted Stock, during the
applicable period of forfeiture are forfeited by the Grantee, the Company shall pay
to the Grantee as soon as practicable (and in no event more than 30 days) after such
termination an amount equal to the lesser of (x) the amount (if any) paid by the
Grantee for such forfeited Shares of Restricted Stock as contemplated by Section 6.1,
and (y) the Fair Market Value on the date of termination of the forfeited Shares of
Restricted Stock.




	7.	 	PROVISIONS APPLICABLE TO PHANTOM SHARES.






	 	7.1	 	Grant of Phantom Shares.





     Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by
the terms of the applicable Award Agreement: (i) authorize the granting of Phantom Shares to
Eligible Persons and (ii) determine or impose other conditions to the grant of Phantom Shares under
the Plan as it may deem appropriate.




	 	7.2	 	Term.





     The Committee may provide in an Award Agreement that any particular Phantom Share shall expire
at the end of a specified term.




	 	7.3	 	Vesting.





     Phantom Shares shall vest as provided in the applicable Award Agreement.



11









 






	 	7.4	 	Settlement of Phantom Shares.





          (a) Each vested and outstanding Phantom Share shall be settled by the transfer to the Grantee
of one Share; provided that the Committee at the time of grant (or, in the appropriate case, as
determined by the Committee, thereafter) may provide that, after consideration of possible
accounting issues, a Phantom Share may be settled (i) in cash at the applicable Phantom Share
Value, (ii) in cash or by transfer of Shares as elected by the Grantee in accordance with
procedures established by the Committee or (iii) in cash or by transfer of Shares as elected by the
Company.




          (b) Payment (whether of cash or Shares) in respect of Phantom Shares shall be made in a single
sum by the Company; provided that, with respect to Phantom Shares of a Grantee which have a common
Settlement Date, the Committee may permit the Grantee to elect in accordance with procedures
established by the Committee (taking into account, without limitation, Section 409A of the Code, as
the Committee may deem appropriate) to receive installment payments over a period not to exceed 10
years, rather than a single-sum payment.




          (c) Regarding the time at which payment in respect of Phantom Shares will be made or commence:





     (i) Unless otherwise provided in the applicable Award Agreement, the “Settlement
Date” with respect to a Phantom Share is the first day of the month to follow the
date on which the Phantom Share vests; provided that a Grantee may elect, if
permitted by and in accordance with procedures to be established by the Committee,
that such Settlement Date will be deferred as elected by the Grantee to the first day
of the month to follow the Grantee’s Termination of Service, or such other time as
may be permitted by the Committee. Unless otherwise determined by the Committee,
elections under this Section 7.4(c)(i) must, except as may otherwise be permitted
under the rules applicable under Section 409A of the Code, (A) be effective at least
one year after they are made, or, in the case of payments to commence at a specific
time, be made at least one year before the first scheduled payment and (B) defer the
commencement of distributions (and each affected distribution) for at least five
years.




     (ii) Notwithstanding Section 7.4(c)(i), the Committee may provide that
distributions of Phantom Shares can be elected at any time in those cases in which
the Phantom Share Value is determined by reference to Fair Market Value to the extent
in excess of a base value, rather than by reference to unreduced Fair Market Value.




     (iii) Notwithstanding the foregoing, the Settlement Date, if not earlier pursuant
to this Section 7.4(c), is the date of the Grantee’s death.



          (d) Notwithstanding any other provision of the Plan, a Grantee may receive any amounts to be
paid in installments as provided in Section 7.4(b) or deferred by the Grantee as provided in
Section 7.4(c) in the event of an “Unforeseeable Emergency.” For these purposes, an “Unforeseeable
Emergency,” as determined by the Committee in its sole discretion, is a severe financial hardship
to the Grantee resulting from a sudden and unexpected illness or accident of the Grantee or
“dependent,” as defined in Section 152(a) of the Code, of the Grantee, loss of the Grantee’s
property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the Grantee. The circumstances that will constitute an
Unforeseeable Emergency will depend upon the facts of each case, but, in any case, payment may not
be made to the extent that such hardship is or may be relieved:





12









 









     (i) through reimbursement or compensation by insurance or otherwise,




     (ii) by liquidation of the Grantee’s assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship, or




     (iii) by future cessation of the making of additional deferrals under Section 7.4 (b) and (c).


Without limitation, the need to send a Grantee’s child to college or the desire to purchase a home
shall not constitute an Unforeseeable Emergency. Distributions of amounts because of an
Unforeseeable Emergency shall be permitted to the extent reasonably needed to satisfy the emergency
need.





	 	7.5	 	Other Phantom Share Provisions.





          (a) Rights to payments with respect to Phantom Shares granted under the Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, garnishment, levy, execution, or other legal or equitable process, either voluntary or
involuntary; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
attach or garnish, or levy or execute on any right to payments or other benefits payable hereunder,
shall be void.




          (b) A Grantee may designate in writing, on forms to be prescribed by the Committee, a
beneficiary or beneficiaries to receive any payments payable after his or her death and may amend
or revoke such designation at any time. If no beneficiary designation is in effect at the time of a
Grantee’s death, payments hereunder shall be made to the Grantee’s estate. If a Grantee with a
vested Phantom Share dies, such Phantom Share shall be settled and the Phantom Share Value in
respect of such Phantom Shares paid, and any payments deferred pursuant to an election under
Section 7.4(c) shall be accelerated and paid, as soon as practicable (but no later than 60 days)
after the date of death to such Grantee’s beneficiary or estate, as applicable.




          (c) The Committee may establish a program under which distributions with respect to Phantom
Shares may be deferred for periods in addition to those otherwise contemplated by foregoing
provisions of this Section 7. Such program may include, without limitation, provisions for the
crediting of earnings and losses on unpaid amounts, and, if permitted by the Committee, provisions
under which Participants may select from among hypothetical investment alternatives for such
deferred amounts in accordance with procedures established by the Committee.




          (d) Notwithstanding any other provision of this Section 7, any fractional Phantom Share will
be paid out in cash at the Phantom Share Value as of the Settlement Date.




          (e) No Phantom Share shall be construed to give any Grantee any rights with respect to Shares
or any ownership interest in the Company. Except as may be provided in accordance with Section 8,
no provision of the Plan shall be interpreted to confer upon any Grantee any voting, dividend or
derivative or other similar rights with respect to any Phantom Share.





	 	7.6	 	Claims Procedures.





          (a) To the extent that the Plan is determined by the Committee to be subject to the Employee
Retirement Income Security Act of 1974, as amended, the Grantee, or his beneficiary hereunder or
authorized representative, may file a claim for payments with respect to Phantom Shares under the
Plan by written communication to the Committee or its designee. A claim is not considered filed
until such communication is actually received. Within 90 days (or, if special circumstances require





13









 







an extension of time for processing, 180 days, in which case notice of such special circumstances
should be provided within the initial 90-day period) after the filing of the claim, the Committee
will either:





     (i) approve the claim and take appropriate steps for satisfaction of the claim;
or




     (ii) if the claim is wholly or partially denied, advise the claimant of such
denial by furnishing to him a written notice of such denial setting forth (A) the
specific reason or reasons for the denial; (B) specific reference to pertinent
provisions of the Plan on which the denial is based and, if the denial is based in
whole or in part on any rule of construction or interpretation adopted by the
Committee, a reference to such rule, a copy of which shall be provided to the
claimant; (C) a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of the reasons why such material
or information is necessary; and (D) a reference to this Section 7.6 as the provision
setting forth the claims procedure under the Plan.



          (b) The claimant may request a review of any denial of his claim by written application to the
Committee within 60 days after receipt of the notice of denial of such claim. Within 60 days (or,
if special circumstances require an extension of time for processing, 120 days, in which case
notice of such special circumstances should be provided within the initial 60-day period) after
receipt of written application for review, the Committee will provide the claimant with its
decision in writing, including, if the claimant’s claim is not approved, specific reasons for the
decision and specific references to the Plan provisions on which the decision is based.





	8.	 	PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.






	 	8.1	 	Grant of Dividend Equivalent Rights.





     Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by
the terms of the Award Agreements, authorize the granting of Dividend Equivalent Rights to Eligible
Persons based on the regular cash dividends declared on Common Stock, to be credited as of the
dividend payment dates, during the period between the date an Award is granted, and the date such
Award is exercised, vests or expires, as determined by the Committee. Such Dividend Equivalent
Rights shall be converted to cash or additional Shares by such formula and at such time and subject
to such limitation as may be determined by the Committee. With respect to Dividend Equivalent
Rights granted with respect to Options intended to be qualified performance-based compensation for
purposes of Section 162(m) of the Code, such Dividend Equivalent Rights shall be payable regardless
of whether such Option is exercised. If a Dividend Equivalent Right is granted in respect of
another Award hereunder, then, unless otherwise stated in the Award Agreement, in no event shall
the Dividend Equivalent Right be in effect for a period beyond the time during which the applicable
portion of the underlying Award is in effect.




	 	8.2	 	Certain Terms.





          (a) The term of a Dividend Equivalent Right shall be set by the Committee in its discretion.




          (b) Unless otherwise determined by the Committee, except as contemplated by Section 8.4, a
Dividend Equivalent Right is exercisable or payable only while the Participant is an Eligible
Person.






14









 








          (c) Payment of the amount determined in accordance with Section 8.1 shall be in cash, in
Common Stock or a combination of the two, as determined by the Committee.




          (d) The Committee may impose such employment-related conditions on the grant of a Dividend
Equivalent Right as it deems appropriate in its discretion.





	 	8.3	 	Other Types of Dividend Equivalent Rights.





     The Committee may establish a program under which Dividend Equivalent Rights of a type whether
or not described in the foregoing provisions of this Section 8 may be granted to Participants. For
example, and without limitation, the Committee may grant a dividend equivalent right in respect of
each Share subject to an Option or with respect to a Phantom Share, which right would consist of
the right (subject to Section 8.4) to receive a cash payment in an amount equal to the dividend
distributions paid on a Share from time to time.




	 	8.4	 	Deferral.





     The Committee may establish a program (taking into account, without limitation, the possible
application of Section 409A of the Code, as the Committee may deem appropriate) under which
Participants (i) will have Phantom Shares credited, subject to the terms of Sections 7.4 and 7.5 as
though directly applicable with respect thereto, upon the granting of Dividend Equivalent Rights,
or (ii) will have payments with respect to Dividend Equivalent Rights deferred. In the case of the
foregoing clause (ii), such program may include, without limitation, provisions for the crediting
of earnings and losses on unpaid amounts, and, if permitted by the Committee, provisions under
which Participants may select from among hypothetical investment alternatives for such deferred
amounts in accordance with procedures established by the Committee.




	9.	 	OTHER EQUITY-BASED AWARDS.





     The Committee shall have the right to grant other Awards based upon the Common Stock having
such terms and conditions as the Committee may determine, including, without limitation, the grant
of stock appreciation rights, shares based upon certain conditions and securities convertible into
Common Stock].




	10.	 	PERFORMANCE GOALS.





     The Committee, in its discretion, may, in the case of Awards (including, in particular, Awards
other than Options) intended to qualify for an exception from the limitation imposed by Section
162(m) of the Code (“Performance-Based Awards”), (i) establish one or more performance goals
(“Performance Goals”) as a precondition to the issuance or vesting of Awards, and (ii) provide, in
connection with the establishment of the Performance Goals, for predetermined Awards to those
Participants (who continue to meet all applicable eligibility requirements) with respect to whom
the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the
criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though
set forth in full. The Performance Goals shall be established in a timely fashion such that they
are considered preestablished for purposes of the rules governing performance-based compensation
under Section 162(m) of the Code. Prior to the award or vesting, as applicable, of affected Awards
hereunder, the Committee shall have certified that any applicable Performance Goals, and other
material terms of the Award, have been satisfied. Performance Goals which do not satisfy the
foregoing provisions of this Section 10 may be established by the Committee with respect to Awards
not intended to qualify for an exception from the limitations imposed by Section 162(m) of the
Code.



15









 






	11.	 	TAX WITHHOLDING.






	 	11.1	 	In General.





     The Company, or, a properly designated paying agent, shall be entitled to withhold from any
payments or deemed payments any amount of tax withholding determined by the Committee to be
required by law. Without limiting the generality of the foregoing, the Committee may, in its
discretion, require the Participant to pay to the Company at such time as the Committee determines
the amount that the Committee deems necessary to satisfy the Company’s obligation to withhold
federal, state or local income or other taxes incurred by reason of (i) the exercise of any Option,
(ii) the lapsing of any restrictions applicable to any Restricted Stock, (iii) the receipt of a
distribution in respect of Phantom Shares or Dividend Equivalent Rights or (iv) any other
applicable income-recognition event (for example, an election under Section 83(b) of the Code).




	 	11.2	 	Share Withholding.





          (a) Upon exercise of an Option, the Optionee may, if approved (or pre-approved) by the
Committee in its discretion, make a written election to have Shares then issued withheld by the
Company from the Shares otherwise to be received, or to deliver previously owned Shares, in order
to satisfy the liability for such withholding taxes. In the event that the Optionee makes, and the
Committee permits, such an election, the number of Shares so withheld or delivered shall have an
aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable
withholding taxes. Where the exercise of an Option does not give rise to an obligation by the
Company to withhold federal, state or local income or other taxes on the date of exercise, but may
give rise to such an obligation in the future, the Committee may, in its discretion, make such
arrangements and impose such requirements as it deems necessary or appropriate.




          (b) Upon lapsing of restrictions on Restricted Stock (or other income-recognition event), the
Grantee may, if approved (or pre-approved) by the Committee in its discretion, make a written
election to have Shares withheld by the Company from the Shares otherwise to be released from
restriction, or to deliver previously owned Shares (not subject to restrictions hereunder), in
order to satisfy the liability for such withholding taxes. In the event that the Grantee makes, and
the Committee permits, such an election, the number of Shares so withheld or delivered shall have
an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable
withholding taxes.




          (c) Upon the making of a distribution in respect of Phantom Shares or Dividend Equivalent
Rights, the Grantee may, if approved (or pre-approved) by the Committee in its discretion, make a
written election to have amounts (which may include Shares) withheld by the Company from the
distribution otherwise to be made, or to deliver previously owned Shares (not subject to
restrictions hereunder), in order to satisfy the liability for such withholding taxes. In the event
that the Grantee makes, and the Committee permits, such an election, any Shares so withheld or
delivered shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy
the applicable withholding taxes.





	 	11.3	 	Withholding Required.





     Notwithstanding anything contained in the Plan or the Award Agreement to the contrary, the
Participant’s satisfaction of any tax-withholding requirements imposed by the Committee shall be a
condition precedent to the Company’s obligation as may otherwise be provided hereunder to provide
Shares to the Participant and to the release of any restrictions as may otherwise be provided
hereunder, as applicable; and the applicable Option, Restricted Stock, Phantom Shares or Dividend
Equivalent Rights shall be forfeited upon the failure of the Participant to satisfy such
requirements with respect to, as



16









 




applicable, (i) the exercise of the Option, (ii) the lapsing of restrictions on the Restricted
Stock (or other income-recognition event) or (iii) distributions in respect of any Phantom Share or
Dividend Equivalent Right.





	12.	 	REGULATIONS AND APPROVALS.





          (a) The obligation of the Company to sell Shares with respect to an Award granted under the
Plan shall be subject to all applicable laws, rules and regulations, including all applicable
federal and state securities laws, and the obtaining of all such approvals by governmental agencies
as may be deemed necessary or appropriate by the Committee.




          (b) The Committee may make such changes to the Plan as may be necessary or appropriate to
comply with the rules and regulations of any government authority or to obtain tax benefits
applicable to an Award.




          (c) Each grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect
thereof) or Dividend Equivalent Rights (or issuance of Shares in respect thereof), or other Award
under Section 9 (or issuance of Shares in respect thereof), is subject to the requirement that, if
at any time the Committee determines, in its discretion, that the listing, registration or
qualification of Shares issuable pursuant to the Plan is required by any securities exchange or
under any state or federal law, or the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of
Restricted Stock, Phantom Shares, Dividend Equivalent Rights, other Awards or other Shares, no
payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other
Award made, in whole or in part, unless listing, registration, qualification, consent or approval
has been effected or obtained free of any conditions in a manner acceptable to the Committee.




          (d) In the event that the disposition of stock acquired pursuant to the Plan is not covered by
a then current registration statement under the Securities Act, and is not otherwise exempt from
such registration, such Shares shall be restricted against transfer to the extent required under
the Securities Act, and the Committee may require any individual receiving Shares pursuant to the
Plan, as a condition precedent to receipt of such Shares, to represent to the Company in writing
that such Shares are acquired for investment only and not with a view to distribution and that such
Shares will be disposed of only if registered for sale under the Securities Act or if there is an
available exemption for such disposition.




          (e) Notwithstanding any other provision of the Plan, the Company shall not be required to take
or permit any action under the Plan or any Award Agreement which, in the good-faith determination
of the Company, would result in a material risk of a violation by the Company of Section 13(k) of
the Exchange Act.





	13.	 	INTERPRETATION AND AMENDMENTS; OTHER RULES.





     The Committee may make such rules and regulations and establish such procedures for the
administration of the Plan as it deems appropriate. Without limiting the generality of the
foregoing, the Committee may (i) determine the extent, if any, to which Options, Phantom Shares or
Shares (whether or not Shares of Restricted Stock), Dividend Equivalent Rights, or other
equity-based Awards shall be forfeited (whether or not such forfeiture is expressly contemplated
hereunder); (ii) interpret the Plan and the Award Agreements hereunder, with such interpretations
to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted
by law, provided that the Committee’s interpretation shall not be entitled to deference on and
after a Change in Control except to the extent that



17









 




such interpretations are made exclusively by members of the Committee who are individuals who
served as Committee members before the Change in Control; and (iii) take any other actions and make
any other determinations or decisions that it deems necessary or appropriate in connection with the
Plan or the administration or interpretation thereof. In the event of any dispute or disagreement
as to the interpretation of the Plan or of any rule, regulation or procedure, or as to any
question, right or obligation arising from or related to the Plan, the decision of the Committee,
except as provided in clause (ii) of the foregoing sentence, shall be final and binding upon all
persons. Unless otherwise expressly provided hereunder, the Committee, with respect to any grant,
may exercise its discretion hereunder at the time of the Award or thereafter. The Board may amend
the Plan as it shall deem advisable, except that no amendment may adversely affect a Participant
with respect to an Award previously granted without such Participant’s written consent unless such
amendments are required in order to comply with applicable laws; provided, however, that the Plan
may not be amended without stockholder approval (a) to increase the total number of Shares that may
be subject to Awards set forth in Section 4(a), (b) to expand the class of Eligible Persons, (c) to
reduce the Option Price of any Option or Stock Appreciation Right, or (d) in any other manner that
in the absence of stockholder approval would cause the Plan to fail to comply with any applicable
legal requirement or applicable exchange or similar rule.





	14.	 	CHANGES IN CAPITAL STRUCTURE.





          (a) If (i) the Company or Subsidiaries shall at any time be involved in a merger,
consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or
substantially all of the assets or stock of the Company or Subsidiaries or a transaction similar
thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination,
reclassification, recapitalization or other similar change in the capital structure of the Company
or Subsidiaries, or any distribution to holders of Common Stock other than cash dividends, shall
occur or (iii) any other event shall occur which in the judgment of the Committee necessitates
action by way of adjusting the terms of the outstanding Awards, then:





(x) the maximum aggregate number and kind of Shares which may be made subject to
Options and Dividend Equivalent Rights under the Plan, the maximum aggregate number
and kind of Shares of Restricted Stock that may be granted under the Plan, the
maximum aggregate number of Phantom Shares and other Awards which may be granted
under the Plan shall be appropriately adjusted by the Committee in its discretion;
and




(y) the Committee shall take any such action as in its discretion shall be necessary
to maintain each Optionees’ rights hereunder (including under their Award Agreements)
so that they are substantially in their respective Options, Phantom Shares and
Dividend Equivalent Rights substantially proportionate to the rights existing in such
Options, Phantom Shares and Dividend Equivalent Rights prior to such event,
including, without limitation, adjustments in (A) the number of Options, Phantom
Shares and Dividend Equivalent Rights (and other Awards under Section 9) granted, (B)
the number and kind of shares or other property to be distributed in respect of
Options, Phantom Shares and Dividend Equivalent Rights (and other Awards under
Section 9 as applicable), (C) the Option Price and Phantom Share Value, and (D)
performance-based criteria established in connection with Awards (to the extent
consistent with Section 162(m) of the Code, as applicable); provided that, in the
discretion of the Committee, the foregoing clause (D) may also be applied in the case
of any event relating to a Subsidiary if the event would have been covered under this
Section 14(a) had the event related to the Company.


To the extent that such action shall include an increase or decrease in the number of Shares (or
units of other property then available) subject to all outstanding Awards, the number of Shares (or
units) available under Section 4 shall be increased or decreased, as the case may be,
proportionately, as shall be determined by the Committee in its discretion.





18









 








          (b) Any Shares or other securities distributed to a Grantee with respect to Restricted Stock
or otherwise issued in substitution of Restricted Stock shall be subject to the restrictions and
requirements imposed by Section 6, including depositing the certificates therefor with the Company
together with a stock power and bearing a legend as provided in Section 6.2(a).




          (c) If the Company shall be consolidated or merged with another corporation or other entity,
each Grantee who has received Restricted Stock that is then subject to restrictions imposed by
Section 6.3(a) may be required to deposit with the successor corporation the certificates, if any,
for the stock or securities, or the other property, that the Grantee is entitled to receive by
reason of ownership of Restricted Stock in a manner consistent with Section 6.2(b), and such stock,
securities or other property shall become subject to the restrictions and requirements imposed by
Section 6.3(a), and the certificates therefor or other evidence thereof shall bear a legend similar
in form and substance to the legend set forth in Section 6.2(a).




          (d) If a Change in Control shall occur, then the Committee, as constituted immediately before
the Change in Control, may make such adjustments as it, in its discretion, determines are necessary
or appropriate in light of the Change in Control, provided that the Committee determines that such
adjustments do not have an adverse economic impact on the Participant as determined at the time of
the adjustments. The Committee shall have the discretion to provide that upon a Change in Control,
(i) all or a portion of any outstanding Options and Stock Appreciation Rights shall become fully
exercisable, (ii) all or a portion of any outstanding Awards shall become vested and transferable,
and all or a portion of any outstanding Performance-Based Awards and incentive awards will be
earned, or (iii) all or a portion of any outstanding Awards may be cancelled in exchange for a
payment of cash, or all or a portion of any outstanding Awards may be substituted for Awards that
will substantially preserve the otherwise applicable terms of any affected Awards previously
granted under the Plan.




          (e) The judgment of the Committee with respect to any matter referred to in this Section 14
shall be conclusive and binding upon each Participant without the need for any amendment to the
Plan.





	15.	 	MISCELLANEOUS.






	 	15.1	 	No Rights to Employment or Other Service.





     Nothing in the Plan or in any grant made pursuant to the Plan shall confer on any individual
any right to continue in the employ or other service of the Company, the Subsidiaries, the Manager
or their Affiliates, or interfere in any way with the right of the Company, the Subsidiaries or the
Manager and their stockholders to terminate the individual’s employment or other service at any
time.




	 	15.2	 	No Fiduciary Relationship.





     Nothing contained in the Plan (including without limitation Sections 7.5(c) and 8.4, and no
action taken pursuant to the provisions of the Plan, shall create or shall be construed to create a
trust of any kind, or a fiduciary relationship between the Company or Subsidiaries or their
officers or the Committee, on the one hand, and the Participant, the Company, Subsidiaries or any
other person or entity, on the other.



19









 






	 	15.3	 	No Fund Created.





     Any and all payments hereunder to any Grantee shall be made from the general funds of the
Company (or, if applicable, a participating subsidiary), no special or separate fund shall be
established or other segregation of assets made to assure such payments, and the Phantom Shares
(including for purposes of this Section 15.3 any accounts established to facilitate the
implementation of Section 7.4(c)) and any other similar devices issued hereunder to account for
Plan obligations do not constitute Common Stock and shall not be treated as (or as giving rise to)
property or as a trust fund of any kind; provided, however, that the Company may establish a mere
bookkeeping reserve to meet its obligations hereunder or a trust or other funding vehicle that
would not cause the Plan to be deemed to be funded for tax purposes or for purposes of Title I of
the Employee Retirement Income Security Act of 1974, as amended. The obligations of the Company
under the Plan are unsecured and constitute a mere promise by the Company to make benefit payments
in the future and, to the extent that any person acquires a right to receive payments under the
Plan from the Company, such right shall be no greater than the right of a general unsecured
creditor of the Company. (If any Affiliate of the Company is or is made responsible with respect to
any Awards, the foregoing sentence shall apply with respect to such Affiliate.) Without limiting
the foregoing, Phantom Shares and any other similar devices issued hereunder to account for Plan
obligations are solely a device for the measurement and determination of the amounts to be paid to
a Grantee under the Plan, and each Grantee’s right in the Phantom Shares and any such other devices
is limited to the right to receive payment, if any, as may herein be provided.




	 	15.4	 	Notices.





     All notices under the Plan shall be in writing, and if to the Company, shall be delivered to
the Board or mailed to its principal office, addressed to the attention of the Board; and if to the
Participant, shall be delivered personally, sent by facsimile transmission or mailed to the
Participant at the address appearing in the records of the Company. Such addresses may be changed
at any time by written notice to the other party given in accordance with this Section 15.4.




	 	15.5	 	Exculpation and Indemnification.





     The Company shall indemnify and hold harmless the members of the Board and the members of the
Committee from and against any and all liabilities, costs and expenses incurred by such persons as
a result of any act or omission to act in connection with the performance of such person’s duties,
responsibilities and obligations under the Plan, to the maximum extent permitted by law, other than
such liabilities, costs and expenses as may result from the gross negligence, bad faith, willful
misconduct or criminal acts of such persons.




	 	15.6	 	Captions.





     The use of captions in the Plan is for convenience. The captions are not intended to provide
substantive rights.




	 	15.7	 	Governing Law.





     THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
MARYLAND WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MARYLAND.



20









 





EXHIBIT A




PERFORMANCE CRITERIA




     Performance-Based Awards intended to qualify as “performance based” compensation under Section
162(m) of the Code, may be payable upon the attainment of objective performance goals that are
established by the Committee and relate to one or more Performance Criteria, in each case on
specified date or over any period, up to 10 years, as determined by the Committee. Performance
Criteria may (but need not) be based on the achievement of the specified levels of performance
under one or more of the measures set out below relative to the performance of one or more other
corporations or indices.



     “Performance Criteria” means the following business criteria (or any combination thereof) with
respect to one or more of the Company, any Participating Company or any division or operating unit
thereof:




	 	(i)	 	pre-tax income;
	 
	 	(ii)	 	after-tax income;
	 
	 	(iii)	 	net income (meaning net income as reflected in the Company’s
financial reports for the applicable period, on an aggregate,
diluted and/or per share basis);
	 
	 	(iv)	 	operating income;
	 
	 	(v)	 	cash flow;
	 
	 	(vi)	 	earnings per share;
	 
	 	(vii)	 	return on equity;
	 
	 	(viii)	 	return on invested capital or assets;
	 
	 	(ix)	 	cash and/or funds available for distribution;
	 
	 	(x)	 	appreciation in the fair market value of the Common Stock;
	 
	 	(xi)	 	return on investment;
	 
	 	(xii)	 	total return to stockholders (meaning the aggregate Common Stock
price appreciation and dividends paid (assuming full reinvestment
of dividends) during the applicable period);
	 
	 	(xiii)	 	net earnings growth;
	 
	 	(xiv)	 	stock appreciation (meaning an increase in the price or value of
the Common Stock after the date of grant of an award and during the
applicable period);
	 
	 	(xv)	 	related return ratios;
	 
	 	(xvi)	 	increase in revenues;
	 
	 	(xvii)	 	net earnings;




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	 	(xviii)	 	changes (or the absence of changes) in the per share or aggregate
market price of the Company’s Common Stock;
	 
	 	(xix)	 	number of securities sold;
	 
	 	(xx)	 	earnings before any one or more of the following items: interest,
taxes, depreciation or amortization for the applicable period, as
reflected in the Company’s financial reports for the applicable
period;
	 
	 	(xxi)	 	total revenue growth (meaning the increase in total revenues after
the date of grant of an award and during the applicable period, as
reflected in the Company’s financial reports for the applicable
period);
	 
	 	(xxii)	 	the Company’s published ranking against its peer group of real
estate investment trusts based on total stockholder return; and
	 
	 	(xxiii)	 	funds from operations.





     Performance Goals may be absolute amounts or percentages of amounts or may be relative to the
performance of other companies or of indexes.



     Except as otherwise expressly provided, all financial terms are used as defined under
Generally Accepted Accounting Principles (“GAAP”) and all determinations shall be made in
accordance with GAAP, as applied by the Company in the preparation of its periodic reports to
stockholders.



     To the extent permitted by Section 162(m) of the Code, unless the Committee provides otherwise
at the time of establishing the Performance Goals, for each fiscal year of the Company, there shall
be objectively determinable adjustments, as determined in accordance with GAAP, to any of the
Performance Criteria described above for one or more of the items of gain, loss, profit or expense:
(A) determined to be extraordinary or unusual in nature or infrequent in occurrence, (B) related to
the disposal of a segment of a business, (C) related to a change in accounting principle under
GAAP, (D) related to discontinued operations that do not qualify as a segment of a business under
GAAP, and (E) attributable to the business operations of any entity acquired by the Company during
the fiscal year.



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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. DEFINITIONS
	 	 	1	 
	2. EFFECTIVE DATE AND TERMINATION OF PLAN
	 	 	5	 
	3. ADMINISTRATION OF PLAN
	 	 	5	 
	4. SHARES AND UNITS SUBJECT TO THE PLAN
	 	 	6	 
	5. PROVISIONS APPLICABLE TO STOCK OPTIONS
	 	 	6	 
	6. PROVISIONS APPLICABLE TO RESTRICTED STOCK
	 	 	9	 
	7. PROVISIONS APPLICABLE TO PHANTOM SHARES
	 	 	11	 
	8. PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS
	 	 	14	 
	9. OTHER EQUITY-BASED AWARDS
	 	 	15	 
	10. PERFORMANCE GOALS
	 	 	15	 
	11. TAX WITHHOLDING
	 	 	16	 
	12. REGULATIONS AND APPROVALS
	 	 	17	 
	13. INTERPRETATION AND AMENDMENTS; OTHER RULES
	 	 	17	 
	14. CHANGES IN CAPITAL STRUCTURE
	 	 	18	 
	15. MISCELLANEOUS
	 	 	19	 





EXHIBIT A




-i-









 










GALIOT CAPITAL CORPORATION




2009 EQUITY INCENTIVE PLAN