exv10w3



 


EXHIBIT 10.3




Welsh Property Trust, Inc.




LONG-TERM EQUITY INCENTIVE PLAN




	1.	 	Purposes.
	 
	 	 	The purposes of the Plan are to provide long-term incentives to those persons with
significant responsibility for the success and growth of Welsh Property Trust, Inc. and its
subsidiaries, divisions and affiliated businesses, (the “Company”) to associate the
interests of such persons with those of the Company’s shareholders, to assist the Company in
recruiting, retaining and motivating a diverse group of employees and outside directors on a
competitive basis, and to provide a pay-for-performance linkage for such employees and
outside directors. It is a further purpose of the Plan to provide such persons with
additional incentives and reward opportunities designed to enhance the profitable growth of
the Company.
	 
	2.	 	Definitions.
	 
	 	 	For purposes of the Plan:






	 	(a)	 	“Award” means a grant of Options, Stock Appreciation Rights, Restricted Shares,
Restricted Stock Units, Performance Shares, Performance Units, Stock Awards, or any or
all of them (but a Stock Award may not be granted to employees or officers).
	 
	 	(b)	 	“Board” means the Board of Directors of Welsh Property Trust, Inc.
	 
	 	(c)	 	“Cause” means: (i) any conviction or nolo contendere plea by a Participant to
any felony or a gross misdemeanor involving the property or personnel of the Company,
or any willful or reckless public conduct by a Participant that has a material
detrimental effect on the Company; (ii) any fraud, embezzlement, or willful material
misappropriation by a Participant or intentional material damage to the property or
business of the Company by a Participant; or (iii) a Participant’s willful or reckless
or grossly negligent and material (A) failure to perform Company material duties and
responsibilities, (B) breach of any contract with the Company, (C) violation of
specific written lawful directions of the Board, or (D) misconduct in violation of any
material Company policy or applicable civil law involving the property or personnel of
the Company; provided, however, that with respect to any breach or failure to perform
reasonably deemed curable by the Board, that the Participant shall first have been
given specific written notice of the Participant’s breach or failure, an opportunity to
provide responsive information to the Board, and a thirty (30) day period within which
to remedy the violation.
	 
	 	(d)	 	“Change in Control” has the meaning set forth in Section 10(c).




 









 












	 	(e)	 	“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a
section of the Code shall also be a reference to any successor section of the Code (or
a successor code).
	 
	 	(f)	 	“Committee” means, with respect to any matter relating to Section 8 of the
Plan, the Board, and with respect to all other matters under the Plan, the Compensation
Committee of the Board. The Compensation Committee shall be appointed by the Board and
shall consist of two or more outside, disinterested members of the Board. In the
judgment of the Board, the Compensation Committee shall be qualified to administer the
Plan as contemplated by (i) Rule 16b-3 of the Exchange Act, (ii) Code Section 162(m)
and the regulations thereunder, and (iii) any rules and regulations of a stock exchange
on which the Common Stock is traded. Any member of the Compensation Committee who does
not satisfy the qualifications set out in the preceding sentence may recuse himself or
herself from any vote or other action taken by the Compensation Committee. The Board
may, at any time and in its complete discretion, remove any member of the Compensation
Committee and may fill any vacancy in the Compensation Committee.
	 
	 	(g)	 	“Common Stock” means the common stock, par value $0.01 per share, of Welsh
Property Trust, Inc.
	 
	 	(h)	 	“Company” means Welsh Property Trust, Inc., a Maryland corporation, its
subsidiaries, divisions and affiliated businesses, and its successors and assigns.
	 
	 	(i)	 	“Covered Employee” means any employee of the Company for whom the Company is
subject to the deductibility limitation imposed by Code Section 162(m).
	 
	 	(j)	 	“Eligible Person” means any of the following individuals who is designated by
the Committee as eligible to receive Awards, subject to the conditions set forth in the
Plan: (i) any employee of the Company (including any officer of the Company and any
Employee Director); (ii) any person expected to become an employee of the Company
(including any officer of the Company and any Employee Director); (iii) any person
expected to become a Non-Employee Director; (iv) any consultant or advisor of the
Company; and (v) any Non-Employee Director who is eligible to receive an Award in
accordance with Section 8 hereof.
	 
	 	(k)	 	“Employee Director” means a member of the Board who is also an employee of the
Company.
	 
	 	(l)	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time
to time, and any successor thereto.
	 
	 	(m)	 	“Fair Market Value” on any date means the average of the high and low market
prices at which a share of Common Stock shall have been sold on such date, or the
immediately preceding trading day if such date was not a trading day, as





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	 	 	 	reported by the New York Stock Exchange or the principal securities exchange on
which shares of Common Stock are then traded.
	 
	 	(n)	 	“ISO” means an Option satisfying the requirements of Code Section 422 and
designated as an ISO by the Committee.
	 
	 	(o)	 	“Non-Employee Director” means a member of the Board who is not an employee of
the Company.
	 
	 	(p)	 	“NQSO” or “Non-Qualified Stock Option” means an Option that does not satisfy
the requirements of Code Section 422 or that is not designated as an ISO by the
Committee.
	 
	 	(q)	 	“Option Exercise Price” means the purchase price per share of Common Stock
covered by an Option granted pursuant to the Plan.
	 
	 	(r)	 	“Options” means the right to purchase shares of Common Stock at a specified
price for a specified period of time.
	 
	 	(s)	 	“Participant” means an Eligible Person who has received an Award under the
Plan.
	 
	 	(t)	 	“Performance Awards” means an Award of Options, Performance Shares, Performance
Units, Restricted Shares, Restricted Stock Units or SARs conditioned on the achievement
of Performance Goals during a Performance Period.
	 
	 	(u)	 	“Performance Goals” means the goals established by the Committee under Section
7(d).
	 
	 	(v)	 	“Performance Measures” means the criteria set out in Section 7(d) that may be
used by the Committee as the basis for Performance Goals.
	 
	 	(w)	 	“Performance Period” means the period established by the Committee during which
the achievement of Performance Goals is assessed in order to determine whether and to
what extent an Award that is conditioned on attaining Performance Goals has been
earned.
	 
	 	(x)	 	“Performance Shares” means an Award of shares of Common Stock awarded to a
Participant based on the achievement of Performance Goals during a Performance Period.
	 
	 	(y)	 	“Performance Units” means an Award denominated in shares of Common Stock, cash
or a combination thereof, as determined by the Committee, awarded to a Participant
based on the achievement of Performance Goals during a Performance Period.




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	 	(z)	 	“Performance-Based Exception” means the performance-based exception to the
deductibility limitations of Code Section 162(m), as set forth in Code Section
162(m)(4)(C).
	 
	 	(aa)	 	“Plan” means this Welsh Property Trust, Inc. Long-Term Equity Incentive Plan,
as it may be amended and restated from time to time.
	 
	 	(bb)	 	“Restricted Shares” means shares of Common Stock that are subject to such
restrictions and such other terms and conditions as the Committee may establish.
	 
	 	(cc)	 	“Restricted Stock Units” means the right, as described in Section 7(c), to
receive an amount, payable in either cash, shares of Common Stock or a combination
thereof, equal to the value of a specified number of shares of Common Stock, subject to
such terms and conditions as the Committee may establish.
	 
	 	(dd)	 	“Restriction Period” means, with respect to Performance Shares, Performance
Units, Restricted Shares or Restricted Stock Units, the period during which any risk of
forfeiture or other restrictions set by the Committee remain in effect. Such
restrictions remain in effect until such time as they have lapsed under the terms and
conditions of the Performance Shares, Performance Units, Restricted Shares or
Restricted Stock Units or as otherwise determined by the Committee.
	 
	 	(ee)	 	“Stock Appreciation Rights” or “SARs” means the right to receive a payment
equal to the excess of the Fair Market Value of a share of Common Stock on the date the
Stock Appreciation Rights are exercised over the exercise price per share of Common
Stock established for those Stock Appreciation Rights at the time of grant, multiplied
by the number of shares of Common Stock with respect to which the Stock Appreciation
Rights are exercised.
	 
	 	(ff)	 	“Stock Award” means an Award of shares of Common Stock that is subject to such
terms, conditions and restrictions (if any) as determined by the Committee in
accordance with Section 7(e).






	3.	 	Administration of the Plan.






	 	(a)	 	Authority of Committee. The Plan shall be administered by the Committee, which
shall have all the powers vested in it by the terms of the Plan, such powers to include
the authority (within the limitations described in the Plan):






	 	(i)	 	to select the persons to be granted Awards under the Plan;
	 
	 	(ii)	 	to determine the type, size and terms of Awards to be made to
each Participant;
	 
	 	(iii)	 	to determine the time when Awards are to be granted and any
conditions that must be satisfied before an Award is granted;
	 
	 	(iv)	 	to establish objectives and conditions for earning Awards;




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	 	(v)	 	to determine whether an Award shall be evidenced by an
agreement and, if so, to determine the terms and conditions of such agreement
(which shall not be inconsistent with the Plan) and who must sign such
agreement;
	 
	 	(vi)	 	to determine whether the conditions for earning an Award have
been met and whether an Award will be paid at the end of an applicable
Performance Period;
	 
	 	(vii)	 	to determine if the Performance Measures have been satisfied;
	 
	 	(viii)	 	except as otherwise provided in Section 7(d), to modify the terms of Awards
made under the Plan;
	 
	 	(ix)	 	to determine if all or some of the restrictions applicable to
an outstanding Award should lapse;
	 
	 	(x)	 	to determine whether the amount or payment of an Award should
be reduced or eliminated;
	 
	 	(xi)	 	to determine the guidelines and/or procedures for the payment
or exercise of Awards; and
	 
	 	(xii)	 	to determine whether an Award should qualify, regardless of
its amount, as deductible in its entirety for federal income tax purposes,
including whether any Awards granted to Covered Employees should comply with
the Performance-Based Exception.






	 	(b)	 	Interpretation of Plan. The Committee shall have full power and authority to
administer and interpret the Plan and to adopt or establish such rules, regulations,
agreements, guidelines, procedures and instruments, which are not contrary to the terms
of the Plan and which, in its opinion, may be necessary or advisable for the
administration and operation of the Plan. The Committee’s interpretations of the Plan,
and all actions taken and determinations made by the Committee pursuant to the powers
vested in it hereunder, shall be conclusive and binding on all parties concerned,
including the Company, the Company’s shareholders, and all Eligible Persons and
Participants.
	 
	 	(c)	 	Facilitation of Administration. To the extent not prohibited by law, the
Committee may grant authority to employees or designate employees of the Company to
execute documents on behalf of the Committee or to otherwise assist the Committee in
the administration and operation of the Plan.






	4.	 	Eligibility.






	 	(a)	 	Subject to the terms and conditions of the Plan, the Committee may, from time
to time, select from all Eligible Persons those to whom Awards shall be granted under
Section 7 and shall determine the nature and amount of each Award;





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	 	 	 	provided, however, that Non-Employee Directors shall be eligible to receive Awards
only pursuant to Section 8.






	5.	 	Shares of Common Stock Subject to the Plan.






	 	(a)	 	Authorized Number of Shares. Unless otherwise authorized by the Company’s
shareholders and subject to the provisions of this Section 5 and Section 9, the maximum
aggregate number of shares of Common Stock available for issuance under the Plan shall
be 2,000,000 shares. Any of the authorized shares may be used for any of the types of
Awards described in the Plan, except that no more than 200,000 of the authorized shares
of Common Stock may be issued in the form of ISOs.
	 
	 	(b)	 	Share Counting. The following rules shall apply in determining the number of
shares of Common Stock remaining available for grant under the Plan:






	 	(i)	 	In connection with the granting of an Option or other Award,
the number of shares of Common Stock available for issuance under the Plan
shall be reduced by the number of shares of Common Stock in respect of which
the Option or Award is granted or denominated. For example, upon the grant of
stock-settled SARs, the number of shares of Common Stock available for issuance
under the Plan shall be reduced by the full number of SARs granted, and the
number of shares of Common Stock available for issuance under the Plan shall
not thereafter be increased upon the exercise of the SARs and settlement in
shares of Common Stock, even if the actual number of shares of Common Stock
delivered in settlement of the SARs is less than the full number of SARs
exercised. However, Awards that by their terms do not permit settlement in
shares of Common Stock shall not reduce the number of shares of Common Stock
available for issuance under the Plan.
	 
	 	(ii)	 	Any shares of Common Stock that are tendered by a Participant
or withheld as full or partial payment of withholding or other taxes or as
payment for the exercise or conversion price of an Award under the Plan shall
not be added back to the number of shares of Common Stock available for
issuance under the Plan.
	 
	 	(iii)	 	Whenever any outstanding Option or other Award (or portion
thereof) expires, is cancelled, is settled in cash rather than in shares of
Common Stock (pursuant to the terms of an Award that permits but does not
require cash settlement) or is otherwise terminated for any reason without
having been exercised or payment having been made in the form of shares of
Common Stock, the number of shares of Common Stock available for issuance under
the Plan shall be increased by the number of shares of Common Stock allocable
to the expired, cancelled, settled or otherwise terminated Option or other
Award (or portion thereof).




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	 	(iv)	 	Any shares of Common Stock underlying Awards granted through
the assumption of, or in substitution for, outstanding awards previously
granted to individuals who become employees of the Company as a result of a
merger, consolidation, acquisition or other corporate transaction involving the
Company shall not, unless required by law or regulation, count against the
reserve of available shares of Common Stock under the Plan.






	 	(c)	 	Shares to be Delivered. The source of shares of Common Stock to be delivered
by the Company under the Plan shall be determined by the Company and may consist in
whole or in part of authorized but unissued shares or repurchased shares.






	6.	 	Award Limitations.
	 
	 	 	To the extent necessary for an Award hereunder to satisfy the Performance-Based Exception,
the maximum number of shares of Common Stock with respect to which Awards may be granted
during any calendar year to any person shall be 400,000, subject to adjustment as provided
in Section 9, and the maximum amount that may be paid under the Performance-Based Exception
to any one person during any period of three (3) calendar years shall be $3,200,000.
Notwithstanding the above, no Awards will be made that would result in a violation of the
ownership limitations set out in the Company’s charter.






	7.	 	Awards to Eligible Persons.






	 	(a)	 	Options.






	 	(i)	 	Grants. Subject to the terms and conditions of the Plan,
Options may be granted to Eligible Persons. Options may consist of ISOs or
NQSOs, as the Committee shall determine. Options may be granted alone or in
tandem with SARs. With respect to Options granted in tandem with SARs, the
exercise of either such Options or such SARs will result in the simultaneous
cancellation of the same number of tandem SARs or Options, as the case may be.
	 
	 	(ii)	 	Option Exercise Price. The Option Exercise Price shall be
equal to or, at the Committee’s discretion, greater than the Fair Market Value
on the date the Option is granted, unless the Option was granted through the
assumption of, or in substitution for, outstanding awards previously granted to
individuals who became employees of the Company as a result of a merger,
consolidation, acquisition or other corporate transaction involving the Company
(in which case the assumption or substitution shall be accomplished in a manner
that permits the Option to be exempt from Code Section 409A).




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	 	(iii)	 	Term. The term of Options shall be determined by the
Committee in its sole discretion, but in no event shall the term exceed ten
(10) years from the date of grant.
	 
	 	(iv)	 	ISO Limits. ISOs may be granted only to Eligible Persons who
are employees of the Company or of any parent or subsidiary corporation (within
the meaning of Code Section 424) on the date of grant, and may only be granted
to an employee who, at the time the Option is granted, does not own stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or of any parent or subsidiary corporation
(within the meaning of Code Section 424). The aggregate Fair Market Value of
all shares of Common Stock with respect to which ISOs are exercisable by a
Participant for the first time during any calendar year shall not exceed
$100,000 or such other amount as may subsequently be specified by the Code
and/or applicable regulations. The aggregate Fair Market Value of such shares
shall be determined at the time the Option is granted. ISOs shall contain such
other provisions as the Committee shall deem advisable but shall in all events
be consistent with and contain or be deemed to contain all provisions required
in order to qualify as incentive stock options under Code Section 422.
	 
	 	(v)	 	No Repricing. Except for adjustments made pursuant to Section
10, the Option Exercise Price for any outstanding Option granted under the Plan
may not be decreased after the date of grant nor may any outstanding Option
granted under the Plan be surrendered to the Company as consideration for the
grant of a new Option with a lower Option Exercise Price without the approval
of the Company’s shareholders.
	 
	 	(vi)	 	Form of Payment. The Option Exercise Price shall be paid to
the Company at the time of such exercise, subject to any applicable rules or
regulations adopted by the Committee:






	 	(A)	 	to the extent permitted by applicable law,
pursuant to cashless exercise procedures that are, from time to time,
approved by the Committee; proceeds from any such exercise shall be
used to pay the exercise costs, which include the Option Exercise
Price, statutory minimum applicable taxes, withholdings, brokerage
commissions and fees; any remaining proceeds from the sale shall be
delivered to the Participant in cash or stock as specified by the
Participant;
	 
	 	(B)	 	through the tender of shares of Common Stock
owned by the Participant (or by delivering a certification or
attestation of ownership of such shares) valued at their Fair Market
Value on the date of exercise;




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	 	(C)	 	in cash or its equivalent; or
	 
	 	(D)	 	by any combination of (A), (B), and (C) above.






	 	(vii)	 	No Dividend Equivalents. No dividends or dividend equivalents
may be paid on Options. Except as otherwise provided herein, a Participant
shall have no rights as a holder of Common Stock with respect to shares of
Common Stock covered by an Option unless and until such shares of Common Stock
have been registered to the Participant as the owner.
	 
	 	(viii)	 	Termination of Employment or Service or Death of Participant.






	 	(A)	 	In the event of any termination of the
employment or service of a Participant, other than by reason of death
or, in the case of a Participant holding a NQSO, Retirement, the
Participant may (unless otherwise provided in the Option agreement)
exercise each Option held by such Participant at any time within three
months (or one (1) year if the Participant is permanently and totally
disabled within the meaning of Code Section 22(e)(3)) after such
termination of employment or service, but only if and to the extent
such Option is exercisable at the date of such termination of
employment or service, and in no event after the date on which such
Option would otherwise terminate; provided, however, that if such
termination of employment or service is for Cause or voluntarily on the
part of the Participant without the written consent of the Company, any
Option held by such Participant under the Plan shall terminate unless
otherwise provided in the Option agreement.
	 
	 	(B)	 	In the event of the termination of employment
or service of a Participant holding a NQSO by reason of Retirement,
then each NQSO held by the Participant shall be fully exercisable, and,
subject to the following paragraph, such NQSO shall be exercisable by
the Participant at any time up to and including (but not after) the
date on which the NQSO would otherwise terminate (unless otherwise
provided in the Option agreement).
	 
	 	(C)	 	Unless otherwise provided in the Option
agreement, in the event of the death of a Participant (i) while
employed by or providing service to the Company or after Retirement,
(ii) within three months after termination of the Participant’s
employment, other than a termination by reason of death, Retirement or
permanent and total disability within the meaning of Code Section
22(e)(3), or (iii) within one (1) year after termination of the
Participant’s employment by reason of such disability, then each Option
held by such Participant may be exercised by the legatees of the
Participant under his or her last will, or by his or her personal
representatives





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	 	 	 	or distributees, at any time within a period of nine months after the
Participant’s death, but only if and to the extent such Option is
exercisable at the date of death (unless death occurs while the
Participant is employed by or providing service to the Company, in
which case each Option held by the Participant shall be fully
exercisable), and in no event after the date on which such Option
would otherwise terminate.






	 	(b)	 	Stock Appreciation Rights.






	 	(i)	 	Grants. Subject to the terms and provisions of the Plan, SARs
may be granted to Eligible Persons. SARs may be granted alone or in tandem
with Options. With respect to SARs granted in tandem with Options, the
exercise of either such Options or such SARs will result in the simultaneous
cancellation of the same number of tandem SARs or Options, as the case may be.
	 
	 	(ii)	 	Exercise Price. The exercise price per share of Common Stock
covered by a SAR granted pursuant to the Plan shall be equal to or, at the
Committee’s discretion, greater than Fair Market Value on the date the SAR is
granted, unless the SAR was granted through the assumption of, or in
substitution for, outstanding awards previously granted to individuals who
became employees of the Company as a result of a merger, consolidation,
acquisition or other corporate transaction involving the Company (in which case
the assumption or substitution shall be accomplished in a manner that permits
the SAR to be exempt from Code Section 409A).
	 
	 	(iii)	 	Term. The term of a SAR shall be determined by the Committee
in its sole discretion, but, in no event shall the term exceed ten (10) years
from the date of grant.
	 
	 	(iv)	 	No Repricing. Except for adjustments made pursuant to Section
9, the exercise price for any outstanding SAR granted under the Plan may not be
decreased after the date of grant nor may any outstanding SAR granted under the
Plan be surrendered to the Company as consideration for the grant of a new SAR
with a lower exercise price without the approval of the Company’s shareholders.
	 
	 	(v)	 	Form of Payment. The Committee may authorize payment of a SAR
in the form of cash, Common Stock valued at its Fair Market Value on the date
of the exercise, a combination thereof, or by any other method as the Committee
may determine.
	 
	 	(vi)	 	No Dividend Equivalents. No dividends or dividend equivalents
may be paid on SARs.
	 
	 	(vii)	 	Termination of Employment or Service or Death of Participant.






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	 	(viii)	 	(A) In the event of any termination of the employment
or service of a Participant, other than by reason of death or Retirement, the
Participant may (unless otherwise provided in the SAR agreement) exercise each
SAR held by such Participant at any time within three months (or one (1) year
if the Participant is permanently and totally disabled within the meaning of
Code Section 22(e)(3)) after such termination of employment or service, but
only if and to the extent such SAR is exercisable at the date of such
termination of employment or service, and in no event after the date on which
such SAR would otherwise terminate; provided, however, that if such
termination of employment or service is for Cause or voluntarily on the part
of the Participant without the written consent of the Company, any SAR held by
such Participant under the Plan shall terminate unless otherwise provided in
the SAR agreement.
	 
	 	(ix)	 	(B) In the event of the termination of employment or service of
a Participant by reason of Retirement, then each SAR held by the Participant
shall be fully exercisable, and, subject to the following paragraph, such SAR
shall be exercisable by the Participant at any time up to and including (but
not after) the date on which the SAR would otherwise terminate (unless
otherwise provided in the SAR agreement).
	 
	 	(x)	 	(C) Unless otherwise provided in the SAR agreement, in the
event of the death of a Participant (i) while employed by or providing service
to the Company or after Retirement, (ii) within three months after termination
of the Participant’s employment, other than a termination by reason of death,
Retirement or permanent and total disability within the meaning of Code Section
22(e)(3), or (iii) within one (1) year after termination of the Participant’s
employment by reason of such disability, then each SAR held by such Participant
may be exercised by the legatees of the Participant under his or her last will,
or by his or her personal representatives or distributees, at any time within a
period of nine months after the Participant’s death, but only if and to the
extent such SAR is exercisable at the date of death (unless death occurs while
the Participant is employed by or providing service to the Company, in which
case each SAR held by the Participant shall be fully exercisable), and in no
event after the date on which such SAR would otherwise terminate.






	 	(c)	 	Restricted Shares / Restricted Stock Units.






	 	(i)	 	Grants. Subject to the terms and provisions of the Plan,
Restricted Shares or Restricted Stock Units may be granted to Eligible Persons.
	 
	 	(ii)	 	Restrictions. The Committee shall impose such terms,
conditions and/or restrictions on any Restricted Shares or Restricted Stock
Units granted pursuant to the Plan as it may deem advisable including, without
limitation: a requirement that Participants pay a stipulated purchase price for
each Restricted Share or each Restricted Stock Unit; forfeiture





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	 	 	 	conditions; transfer restrictions; restrictions based upon the achievement
of specific performance goals (Company-wide, related to a subsidiary,
division, department, region, function, policy initiative or business unit
of the Company, and/or individual); time-based restrictions on vesting;
and/or restrictions under applicable federal or state securities laws. The
Committee may establish different Restriction Periods from time to time and
each Award may have a different Restriction Period, in the discretion of the
Committee. Any time-based Restriction Period shall be for a minimum of one
(1) year (subject to acceleration as specified in the applicable Award
agreement or as determined by the Committee). To the extent the Restricted
Shares or Restricted Stock Units are intended to be deductible under Code
Section 162(m), the applicable restrictions shall be based on the
achievement of Performance Goals over a Performance Period, as described in
Section 7(d) below.
	 
	 	(iii)	 	Payment of Restricted Stock Units. Restricted Stock Units
that become payable in accordance with their terms and conditions shall be
settled in cash, shares of Common Stock, or a combination of cash and shares,
as determined by the Committee. Any person who holds Restricted Stock Units
shall have no ownership interest in the shares of Common Stock to which the
Restricted Stock Units relate unless and until payment with respect to such
Restricted Stock Units is actually made in shares of Common Stock. The payment
date shall be as soon as practicable after the earlier of (A) any vesting date
that can be pre-determined at grant under the terms of an Award agreement, and
(B) the occurrence date of an applicable vesting event (e.g., death, total
disability), or as specified in the applicable Award agreement.
	 
	 	(iv)	 	Transfer Restrictions. During the Restriction Period,
Restricted Shares may not be sold, assigned, transferred or otherwise disposed
of, or mortgaged, pledged or otherwise encumbered. In order to enforce the
limitations imposed upon the Restricted Shares, the Committee may (A) cause a
legend or legends to be placed on any certificates evidencing such Restricted
Shares, and/or (B) cause “stop transfer” instructions to be issued, as it deems
necessary or appropriate. Restricted Stock Units may not be sold, assigned,
transferred or otherwise disposed of, or mortgaged, pledged, or otherwise
encumbered at any time.
	 
	 	(v)	 	Shareholder Rights. Unless otherwise determined by the
Committee, during the Restriction Period, Participants who hold Restricted
Shares shall have the right to receive dividends in cash or other property, if
any, or other distributions or rights in respect of such shares, if any, and
shall have the right to vote such shares and shall have all other shareholder
rights, if any, as the record owners thereof. Unless otherwise determined by
the Committee, during the Restriction Period, Participants who hold Restricted
Stock Units shall be credited with dividend equivalents in respect of such
Restricted Stock Units.




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	 	(vi)	 	Other Terms and Conditions. Restricted Shares issued under the
Plan shall be registered in the name of the Participant on the books and
records of the Company or its designee (or by one or more physical certificates
if physical certificates are issued with respect to such Restricted Shares)
subject to the applicable restrictions imposed by the Plan. The Participant
may not sell, transfer, pledge, exchange, hypothecate or dispose of such
Restricted Shares during the Restriction Period. A breach of a restriction or
a breach of terms and conditions established by the Committee pursuant to
Restricted Shares or Restricted Stock Units shall cause forfeiture of any such
Award. If a Restricted Share is forfeited in accordance with the restrictions
that apply to such Restricted Shares, such interest or certificate, as the case
may be, shall be cancelled. At the end of the Restriction Period that applies
to Restricted Shares, the number of shares to which the Participant is then
entitled shall be delivered to the Participant free and clear of such
restrictions, either in certificated or uncertificated form. No shares of
Common Stock shall be registered in the name of the Participant with respect to
a Restricted Stock Unit unless and until such unit is paid in shares of Common
Stock.
	 
	 	(vii)	 	If requested by the Company, a holder of Restricted Shares or
Restricted Stock Units shall deposit with the Company stock powers or other
instruments of assignment (including a power of attorney), each endorsed in
blank with a guarantee of signature if deemed necessary or appropriate by the
Company, which would permit transfer to the Company of all or a portion of the
shares of Common Stock subject to the Restricted Shares or Restricted Stock
Units, if any, in the event such Award is forfeited in whole or in part. The
Committee may prescribe additional restrictions, terms or conditions upon or to
the Restricted Shares or Restricted Stock Units.
	 
	 	(viii)	 	Termination of Employment or Service or Death. An Award under this
subsection (c) shall terminate for all purposes if the Participant does not
remain continuously in the employ or service of the Company at all times during
the applicable Restriction Period, except as provided in the applicable Award
agreement or as determined by the Committee.






	 	(d)	 	Performance Awards.






	 	(i)	 	Grants. Subject to the provisions of the Plan, Performance
Awards may be granted to Eligible Persons. Performance Awards may be granted
either alone or in addition to other Awards made under the Plan.
	 
	 	(ii)	 	Performance Goals. Unless otherwise determined by the
Committee, Performance Awards shall be conditioned on the achievement of
Performance Goals (which shall be based on one or more Performance Measures, as
determined by the Committee) over a Performance Period.




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	 	 	 	The Performance Period shall be one (1) year, unless otherwise determined by
the Committee.
	 
	 	(iii)	 	Restriction Period. The Restriction Period shall be for a
minimum of one (1) year unless otherwise determined by the Committee.
	 
	 	(iv)	 	Termination of Employment or Service or Death. A Performance
Award under this subsection (d) shall terminate for all purposes if the
Participant does not remain continuously in the employ or service of the
Company at all times during the applicable Restriction Period except as
provided in the applicable Award agreement or as determined by the Committee.
	 
	 	(v)	 	Performance Measures. The Performance Measure(s) to be used
for purposes of Performance Awards may be described in terms of objectives that
are related to the individual Participant (including salary range, tenure in
the current position and performance during the prior year) or objectives that
are Company-wide or related to a subsidiary, division, department, region,
function, policy initiative or business unit of the Company, and may consist of
one or more or any combination of the following criteria: absolute shareholder
return, shareholder return ranked against an average of the MCI REIT Index and
the NREIT Index, stock price, the attainment by a share of Common Stock of a
specified Fair Market Value for a specified period of time, capitalization,
earnings per share, growth in stock price, growth in market value, return to
shareholders (including or excluding dividends), return on equity, earnings,
economic value added, revenues, absolute shareholder return, net income,
operating income, return on assets, return on capital, adjusted return on
invested capital, return on sales, market share, cash flow measures or cost
reduction goals, sales volume, net earnings, total shareholder return, absolute
shareholder return, gross margin, or achieving goals, objectives, and policy
initiatives. The Performance Goals based on these Performance Measures may be
expressed in absolute terms, relative to prior performance or relative to the
performance of other entities.
	 
	 	(vi)	 	Negative Discretion. Notwithstanding the achievement of any
Performance Goal established under the Plan, the Committee has the discretion
to reduce, but does not have the discretion to increase, some or all of a
Performance Award that would otherwise be paid to a Participant.
	 
	 	(vii)	 	Extraordinary Events. At, or at any time after, the time an
Award is granted, and to the extent permitted under Code Section 162(m) and the
regulations thereunder without adversely affecting the treatment of the Award
under the Performance-Based Exception, the Committee, in its sole discretion,
may provide for the manner in which performance will be measured against the
Performance Goals (or may adjust the Performance Goals) to reflect the impact
of specific corporate transactions, accounting or tax law changes and other
extraordinary and nonrecurring events.




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	 	(viii)	 	Performance-Based Exception. With respect to any Award that is intended to
satisfy the conditions for the Performance-Based Exception under Code Section
162(m): (A) the Committee shall interpret the Plan and this Section 7(d) in
light of Code Section 162(m) and the regulations thereunder; (B) the Committee
shall have no discretion to amend the Award in any way that would adversely
affect the treatment of the Award under Code Section 162(m) and the regulations
thereunder; and (C) such Award shall not be paid until the Committee shall
first have certified that the Performance Goals have been achieved.






	 	(e)	 	Stock Awards.






	 	(i)	 	Grants. Subject to the provisions of the Plan, Stock Awards
consisting of shares of Common Stock may be granted pursuant to this Section
7(e) only to Eligible Persons who are consultants or advisors to the Company
and may not be granted to employees of the Company (including Employee
Directors). Non-Employee Directors are eligible to receive Stock Awards only
pursuant to Section 8. Stock Awards may be granted either alone or in addition
to other Awards made under the Plan.
	 
	 	(ii)	 	Terms and Conditions. The shares of Common Stock subject to a
Stock Award shall be subject to the restrictions established by the Committee.






	8.	 	Awards to Non-Employee Directors.






	 	(a)	 	Sole Awards. Notwithstanding anything in the other sections of the Plan to the
contrary, Non-Employee Directors may receive Awards authorized by this Section 8. The
terms applicable under Section 7 for each such category of Award shall apply under this
Section 8 to the extent not inconsistent with the provisions of this Section 8. The
Committee retains the discretion to change the amount, terms and types of Awards to
Non-Employee Directors notwithstanding paragraphs (a) and (b) of this Section 8.
	 
	 	(b)	 	Grants. Each Non-Employee Director may receive Awards as compensation for
service on the Board or any Committee of the Board, as determined by the Committee from
time to time. Shares underlying such Awards shall be subject to the transfer
restrictions in Section 8(c)(i).
	 
	 	(c)	 	Transfer Restrictions and Dividends.






	 	(i)	 	Shares of Common Stock subject to an Award granted to a
Non-Employee Director shall vest as determined by the Committee. Such shares
of Common Stock may not be sold, assigned, transferred or otherwise disposed
of, or mortgaged, pledged or otherwise encumbered, until the date the
Non-Employee Director’s membership on the Board ceases (except that this
transfer restriction (1) shall not apply to shares of Common Stock in excess of
the minimum stock ownership requirement established from time to time by the
Committee and (2) shall not prohibit:




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	 	 	 	(A) the Company retaining shares to satisfy required tax withholding under
Section 11(e) and (B) intra-family transfers permitted by the Committee).
In order to enforce the limitations imposed upon such shares of Common
Stock, the Committee may (a) cause a legend or legends to be placed on any
certificates evidencing such shares, and/or (b) cause “stop transfer”
instructions to be issued, as it deems necessary or appropriate.
	 
	 	(ii)	 	Non-Employee Directors who hold Awards granted under this
Section 8 shall have the right to receive dividends in cash or other property,
if any, or other distributions or rights in respect to such shares, if any, and
shall have the right to vote such shares, and shall have all other shareholder
rights, if any, to such shares, if any, as the record owners thereof; provided
that any securities of the Company that are distributed to a Non-Employee
Director in connection with a Stock Award shall be subject to the same transfer
restrictions that apply to such shares of Common Stock.






	9.	 	Dilution and Other Adjustments.
	 
	 	 	In the event of any merger, reorganization, consolidation, recapitalization, stock dividend,
stock split, combination or exchange of shares or other change in corporate structure
affecting any class of Common Stock, the Committee shall make such adjustments in the class
and aggregate number of shares which may be delivered under the Plan as described in Section
5, the individual award maximums under Section 6, the class, number, and Option Exercise
Price of outstanding Options, the class, number and exercise price of outstanding SARs and
the class, number of shares and exercise price, if any, subject to any other Awards granted
under the Plan (provided the number of shares of any class subject to any Award shall always
be a whole number), as may be, and to such extent (if any), determined to be appropriate and
equitable by the Committee, and any such adjustment may, in the sole discretion of the
Committee, take the form of Awards covering more than one class of Common Stock. Such
adjustment shall be conclusive and binding for all purposes of the Plan. Any adjustment of
an Option or SAR under this Section 9 shall be accomplished in a manner that permits the
Option or SAR to be exempt from Code Section 409A.
	 
	10.	 	Change in Control.






	 	(a)	 	Impact of Event. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change in Control: (i) outstanding Options and SARs shall
immediately vest and become exercisable; (ii) the restrictions and other conditions
applicable to outstanding Restricted Shares, Restricted Stock Units and Stock Awards,
including vesting requirements, shall immediately lapse; such Awards shall be free of
all restrictions and fully vested; and, with respect to Restricted Stock Units, shall
be payable immediately in accordance with their terms or, if later, as of the earliest
permissible date under Code Section 409A; and (iii) outstanding Performance Shares or
Performance Units granted under the Plan shall immediately vest and shall become
immediately payable in accordance with their terms as if 100% of the Performance Goals
have been achieved.




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	 	(b)	 	In the event of a Change in Control in connection with which the holders of
Common Stock receive shares of common stock that are publicly traded, there shall be
substituted for each share of Common Stock remaining available under the Plan, whether
or not then subject to an outstanding Option, SAR, Restricted Shares Award or
Performance Award, the number and class of shares into which each outstanding share of
Common Stock shall be converted pursuant to such Change in Control. In the event of any
such substitution, the purchase price per share in the case of an Option or Restricted
Shares Award shall be appropriately adjusted by the Committee (whose determination
shall be conclusive), such adjustments to be made without any increase in the aggregate
purchase price.
	 
	 	(c)	 	Definitions. For purposes of this Section 10, a “Change in Control” shall be
deemed to have occurred if:






	 	(i)	 	an acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, as amended) of 50%
or more of either:






	 	(A)	 	the then outstanding Company stock; or
	 
	 	(B)	 	the combined voting power of the Company’s
outstanding voting securities immediately after the merger or
acquisition entitled to vote generally in the election of directors;
provided, however, that the following acquisition shall not constitute
a Change in Control:






	 	•	 	any acquisition directly from the Company;
	 
	 	•	 	any acquisition by the Company or its subsidiary;
	 
	 	•	 	any acquisition by the trustee or other fiduciary of any employee benefit
plan or trust sponsored by the Company or a subsidiary; or
	 
	 	•	 	any acquisition by any corporation with respect to which, following such
acquisition, more than 50% of the Company stock or combined voting power of
Company stock and other voting securities of the Company is beneficially owned
by substantially all of the individuals and entities who were beneficial owners
of Company stock and other voting securities of the Company immediately prior
to the acquisition in substantially similar proportions immediately before and
after such acquisition; or
	 
	 	•	 	if any individual, entity or group is considered to own more than 50% of the
total combined value or total combined voting power of such stock, the
acquisition of additional stock by the same individual, entity or group shall
not be considered a Change in Control; or
	 
	 	(ii)	 	individuals who, during any twelve (12) month period, who
constitute the Board (the “Incumbent Board”), cease to constitute a majority of
the




17









 












	 	 	 	Board. Individuals nominated or whose nominations are approved by the
Incumbent Board and subsequently elected shall be deemed for this purpose to
be members of the Incumbent Board; or
	 
	 	(iii)	 	approval by the shareholders of the Company of a
reorganization, merger, consolidation, sale or statutory exchange of Company
stock which changes the beneficial ownership of Company stock and other voting
securities so that after the corporate change the immediately previous owners
of 50% or more of Company stock and other voting securities do not own at least
50% of the Company’s stock and other voting securities either legally or
beneficially; or
	 
	 	(iv)	 	the sale, transfer or other disposition of all substantially
all of the Company’s assets; or
	 
	 	(v)	 	any individual, entity or group acquires or has acquired during
the twelve (12) month period ending on the date of the most recent acquisition
by such individual, entity or group, direct or indirect beneficial ownership
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of stock
of the Company constituting more than 50% of the total combined voting power of
all classes of stock issued by the Company; or
	 
	 	(vi)	 	a merger of the Company with another entity after which the
pre-merger shareholders of the Company own less than 50% of the stock of the
surviving corporation.






	11.	 	Miscellaneous Provisions.






	 	(a)	 	Misconduct. Except as otherwise provided in agreements covering Awards
hereunder, a Participant shall forfeit all rights in his or her outstanding Awards
under the Plan, and all such outstanding Awards shall automatically terminate and
lapse, if the Committee determines that such Participant has willfully or recklessly
(i) used for personal profit or materially disclosed to unauthorized persons,
confidential information or trade secrets of the Company, (ii) materially breached any
contract with or violated any fiduciary obligation to the Company, (iii) engaged in
unlawful trading in the securities of the Company or of another company based on
information gained as a result of that Participant’s employment or other relationship
with the Company, or (iv) materially violated any Company clawback policy, as amended
and restated from time to time. If the Company is required to prepare an accounting
restatement due to the material noncompliance of the Company, as a result of
misconduct, with any financial reporting requirement under the securities laws, the
chief executive officer and the chief financial officer of the Company shall reimburse
the Company for the amount of any payment in settlement of an Award received by that
person from the Company during the 12-month period following the first public issuance
or filing with the Securities and Exchange Commission (whichever occurs first) of the
financial document embodying such financial reporting requirement; and any




18









 












	 	 	 	profits realized from the sale of securities underlying an Award during that
12-month period. The provisions of the foregoing sentence shall also apply to
Participants other than the chief executive officer and the chief financial officer
of the Company to the extent such Participant violates any Company clawback policy,
as amended and restated from time to time.
	 
	 	(b)	 	Rights as Shareholder. Except as otherwise provided herein, a Participant
shall have no rights as a holder of Common Stock with respect to Awards hereunder,
unless and until the shares of Common Stock have been registered to the Participant as
the owner.
	 
	 	(c)	 	No Loans. No loans from the Company to Participants shall be permitted in
connection with the Plan.
	 
	 	(d)	 	Assignment or Transfer. Except as otherwise provided under the Plan, no Award
under the Plan or any rights or interests therein shall be transferable other than by
will or the laws of descent and distribution. The Committee may, in its discretion,
provide that an Award (other than an ISO) is transferable without the payment of any
consideration to a Participant’s family member, whether directly or by means of a trust
or otherwise, subject to such terms and conditions as the Committee may impose. For
this purpose, “family member” has the meaning given to such term in the General
Instructions to the Form S-8 registration statement under the Securities Act of 1933.
All Awards under the Plan shall be exercisable, during the Participant’s lifetime, only
by the Participant or a person who is a permitted transferee pursuant to this Section
11(d). Once awarded, the shares of Common Stock (other than Restricted Shares)
received by Participants may be freely transferred, assigned, pledged or otherwise
subjected to lien, subject to: (i) the transfer restrictions in Sections 7(c)(iv) and
8(c)(i) above; and (ii) the restrictions imposed by the Securities Act of 1933, Section
16 of the Exchange Act and the Company’s Insider Trading Policy, each as amended from
time to time. The Company reserves the right to restrict, in whole or in part, the
exercise of any Options or SARs or the delivery of Common Stock pursuant to any
Restricted Shares or Performance Shares granted under the Plan until such time as, (A)
any legal requirements or regulations have been met relating to the issuance of the
shares covered thereby or to their registration under the Securities Act of 1933 or to
any applicable state laws; and (B) satisfactory assurances are received that the
shares, when issued, will be duly listed on the New York Stock Exchange, or the
principal securities exchange on which shares of Common Stock are then traded.
	 
	 	(e)	 	Withholding Taxes. The Company shall have the right to deduct from all Awards
paid in cash to a Participant any taxes required by law to be withheld with respect to
such Awards. All statutory minimum applicable withholding taxes arising with respect
to Awards paid in shares of Common Stock to a Participant shall be satisfied by the
Company retaining shares of Common Stock having a Fair Market Value on the date the tax
is to be determined that is equal to the amount of such statutory minimum applicable
withholding tax (rounded, if necessary, to the next highest whole number of shares of
Common Stock); provided, however, that,




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	 	 	 	subject to any restrictions or limitations that the Committee deems appropriate, a
Participant may elect to satisfy such statutory minimum applicable withholding tax
through cash, or by delivering previously owned shares of Common Stock.
	 
	 	(f)	 	Currency and Other Restrictions. The obligations of the Company to make
delivery of Awards in cash or Common Stock shall be subject to currency or other
restrictions imposed by any governmental authority or regulatory body having
jurisdiction over such Awards.
	 
	 	(g)	 	No Rights to Awards. Neither the Plan nor any action taken hereunder shall be
construed as giving any person any right to be retained in the employ or service of the
Company, and the Plan shall not interfere with or limit in any way the right of the
Company to terminate any person’s employment or service at any time. Except as set
forth herein, no employee or other person shall have any claim or right to be granted
an Award under the Plan. By accepting an Award, the Participant acknowledges and
agrees that (i) the Award will be exclusively governed by the terms of the Plan,
including the right reserved by the Company to amend or cancel the Plan at any time
without the Company incurring liability to the Participant (except, to the extent the
terms of the Award so provide, for Awards already granted under the Plan), (ii) Awards
are not a constituent part of salary and the Participant is not entitled, under the
terms and conditions of employment, or by accepting or being granted Awards under the
Plan to require Awards to be granted to him or her in the future under the Plan or any
other plan, (iii) the value of Awards received under the Plan shall be excluded from
the calculation of termination indemnities or other severance payments or benefits, and
(iv) the Participant shall seek all necessary approval under, make all required
notifications under, and comply with all laws, rules and regulations applicable to the
ownership of Options and shares of Common Stock and the exercise of Options, including,
without limitation, currency and exchange laws, rules and regulations.
	 
	 	(h)	 	Beneficiary Designation. To the extent allowed by the Committee, each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named on a contingent or successive basis) to whom any
benefit under the Plan is to be paid in case of his or her death before he or she
receives any or all of such benefit. Unless the Committee determines otherwise, each
such designation shall revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee, and shall be effective only when filed by the
Participant in writing with the Company during the Participant’s lifetime. In the
absence of any such designation, benefits remaining unpaid at the Participant’s death
shall be paid to the Participant’s estate.
	 
	 	(i)	 	Costs and Expenses. The cost and expenses of administering the Plan shall be
borne by the Company and not charged to any Award or to any Participant.




20









 












	 	(j)	 	Fractional Shares. Fractional shares of Common Stock shall not be issued or
transferred under an Award, but the Committee may direct that cash be paid in lieu of
fractional shares or may round off fractional shares, in its discretion.
	 
	 	(k)	 	Funding of Plan. The Plan shall be unfunded and any benefits under the Plan
shall represent an unsecured promise to pay the Company. The Company shall not be
required to establish or fund any special or separate account or to make any other
segregation of assets to assure the payment of any Award under the Plan and the
existence of any such account or other segregation of assets shall be consistent with
the “unfunded” status of the Plan.
	 
	 	(l)	 	Indemnification. Provisions for the indemnification of officers and directors
of the Company in connection with the administration of the Plan shall be as set forth
in the Certificate of Incorporation and By-Laws of the Company as in effect from time
to time.
	 
	 	(m)	 	Successors. All obligations of the Company under the Plan with respect to
Awards granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or assets
of the Company.
	 
	 	(n)	 	Compliance with Code Section 409A. The Plan is intended to satisfy the
requirements of Code Section 409A and any regulations or guidance that may be adopted
thereunder from time to time, including any transition relief available under
applicable guidance related to Code Section 409A. Accordingly, to ensure the exemption
from Code Section 409A of potentially exempt Awards and the compliance with Code
Section 409A of other Awards, any payment that under the terms of the Plan or an Award
agreement is to be made as soon as practicable relative to a date shall be made not
later than 60 days after such date, and the Participant may not determine the time of
payment. Pursuant to Section 12(b), the Plan may be amended or interpreted by the
Committee as it determines necessary or appropriate in accordance with Code Section
409A and to avoid a plan failure under Code Section 409A(a)(1).
	 
	 	(o)	 	Initial Public Offering (“IPO”) Exception to Code Section 162(m).
Notwithstanding anything in the Plan to the contrary, if the Company becomes publicly
held in connection with an IPO and the terms of this Plan are disclosed in the
prospectus accompanying the IPO so that such prospectus satisfies all applicable
securities laws then in effect, then the Company may utilize the IPO exception to the
Code Section 162(m) deduction limit during the “reliance period” as defined in Treasury
Regulation 1.162-27(f).






	12.	 	Effective Date, Amendments, Governing Law and Termination.






	 	(a)	 	Effective Date. The Plan was approved by the Board on [                                        ] and
shall become effective on the date it is approved by the Company’s shareholders.




21









 












	 	(b)	 	Amendments. The Committee or the Board may at any time terminate or from time
to time amend the Plan in whole or in part, but no such action shall adversely affect
any rights or obligations with respect to any Awards granted prior to the date of such
termination or amendment without the consent of the affected Participant except to the
extent that the Committee reasonably determines that such termination or amendment is
necessary or appropriate to comply with applicable law (including the provisions of
Code Section 409A and the regulations thereunder pertaining to the deferral of
compensation) or the rules and regulations of any stock exchange on which Common Stock
is listed or quoted. Notwithstanding the foregoing, unless the Company’s shareholders
shall have first approved the amendment, no amendment of the Plan shall be effective if
the amendment would (i) increase the maximum number of shares of Common Stock that may
be delivered under the Plan or to any one individual (except to the extent such
amendment is made pursuant to Section 9 hereof), (ii) extend the maximum period during
which Awards may be granted under the Plan, (iii) add to the types of Awards that can
be made under the Plan, (iv) change the Performance Measures pursuant to which
Performance Awards are earned, (v) modify the requirements as to eligibility for
participation in the Plan, (vi) decrease the grant or exercise price of any Option or
SAR to less than the Fair Market Value on the date of grant; (vii) require shareholder
approval pursuant to the Plan or applicable law or the rules of the New York Stock
Exchange or the principal securities exchange on which shares of Common Stock are then
traded in order to be effective; or (viii) effect any change inconsistent with Code
Section 422.
	 
	 	(c)	 	Governing Law. All questions pertaining to the construction, interpretation,
regulation, validity and effect of the provisions of the Plan shall be determined in
accordance with the laws of the State of Minnesota without giving effect to conflict of
laws principles.
	 
	 	(d)	 	Termination. No Awards shall be made under the Plan after the tenth
anniversary of the date on which the Company’s shareholders approve the Plan.






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