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                                   Exhibit 4.1

                              AMENDED AND RESTATED
                         MEDICAL PROPERTIES TRUST, INC.

                           2004 EQUITY INCENTIVE PLAN

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                                Table of Contents

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ARTICLE 1. DEFINITIONS............................................................................    1

ARTICLE 2. COMMON STOCK SUBJECT TO PLAN...........................................................    5
   2.1      Common Stock Subject to Plan..........................................................    5
   2.2      Add-back of Grants....................................................................    5

ARTICLE 3. ELIGIBILITY; GRANTS; AWARD AGREEMENTS..................................................    5
   3.1      Eligibility...........................................................................    5
   3.2      Awards................................................................................    6
   3.3      Provisions Applicable to Section 162(m) Participants..................................    6
   3.4      Award Agreement.......................................................................    7

ARTICLE 4. OPTIONS................................................................................    7
   4.1      Award Agreement for Option Grant......................................................    7
   4.2      Option Price..........................................................................    7
   4.3      Qualification for Incentive Stock Options.............................................    7
   4.4      Change in Incentive Stock Option Grant................................................    7
   4.5      Option Term...........................................................................    8
   4.6      Option Exercisability and Vesting.....................................................    8
   4.7      Fair Market Value.....................................................................    8

ARTICLE 5. EXERCISE OF OPTIONS....................................................................    9
   5.1      Exercise..............................................................................    9
   5.2      Manner of Exercise....................................................................    9
   5.3      Conditions to Issuance of Common Stock................................................   10
   5.4      Rights as Stockholders................................................................   10
   5.5      Ownership and Transfer Restrictions...................................................   10
   5.6      Limitations on Exercise of Options....................................................   11

ARTICLE 6. STOCK AWARDS...........................................................................   11
   6.1      Award Agreement.......................................................................   11
   6.2      Awards of Restricted Common Stock, Restricted Stock Units and Deferred Stock Units....   11
   6.3      Rights as Stockholders................................................................   12
   6.4      Restriction...........................................................................   12
   6.5      Lapse of Restrictions.................................................................   13
   6.6      Repurchase of Restricted Common Stock.................................................   13
   6.7      Escrow................................................................................   13
   6.8      Legend................................................................................   13
   6.9      Conversion............................................................................   13

ARTICLE 7. STOCK APPRECIATION RIGHTS..............................................................   13
   7.1      Award Agreement for SARs..............................................................   13
   7.2      General Requirements..................................................................   13
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                                Table of Contents
                                   (continued)

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   7.3      Base Amount...........................................................................   14
   7.4      Tandem SARs...........................................................................   14
   7.5      SAR Exercisability....................................................................   14
   7.6      Value of SARs.........................................................................   14
   7.7      Form of Payment.......................................................................   14

ARTICLE 8. PERFORMANCE UNITS......................................................................   14
   8.1      Award Agreement for Performance Units.................................................   14
   8.2      General Requirements..................................................................   15
   8.3      Performance Period and Performance Goals..............................................   15
   8.4      Payment With Respect to Performance Units.............................................   15

ARTICLE 9. DEFERRALS..............................................................................   15

ARTICLE 10. ADMINISTRATION........................................................................   15
   10.1     Committee.............................................................................   15
   10.2     Duties and Powers of Committee........................................................   16
   10.3     Compensation; Professional Assistance; Good Faith Actions.............................   16

ARTICLE 11. MISCELLANEOUS PROVISIONS..............................................................   16
   11.1     Transferability.......................................................................   16
   11.2     Amendment, Suspension or Termination of this Plan.....................................   17
   11.3     Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of
            the Company and Other Corporate Events................................................   17
   11.4     Continued Employment..................................................................   19
   11.5     Tax Withholding.......................................................................   19
   11.6     Forfeiture Provisions.................................................................   20
   11.7     Limitations Applicable to Section 16 Persons and Performance-Based Compensation.......   20
   11.8     Restrictions..........................................................................   20
   11.9     Restrictive Legend....................................................................   21
   11.10    Effect of Plan Upon Option and Compensation Plans.....................................   21
   11.11    Compliance with Laws..................................................................   21
   11.12    Titles................................................................................   22
   11.13    Governing Law.........................................................................   22
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                              AMENDED AND RESTATED
                         MEDICAL PROPERTIES TRUST, INC.
                           2004 EQUITY INCENTIVE PLAN

Medical Properties Trust, Inc., a Maryland corporation (the "Company"), has
established the Amended and Restated Medical Properties Trust, Inc. 2004 Equity
Incentive Plan (the "Plan"), for the benefit of Employees, Consultants and
Directors of the Company and MPT Operating Partnership, L.P.

The purposes of this Plan are (a) to recognize and compensate selected
Employees, Consultants and Directors who contribute to the development and
success of the Company and its Affiliates and Subsidiaries, (b) to attract and
retain, Employees, Consultants and Directors, and (c) to provide incentive
compensation to Employees, Consultants and Directors based upon the performance
of the Company and its Affiliates and Subsidiaries.

This Plan became effective on March 31, 2004, when it was initially adopted by
the Board of Directors and approved by the stockholders of the Company.

                             ARTICLE 1. DEFINITIONS

Wherever the following initially capitalized terms are used in this Plan, they
shall have the meanings specified below, unless the context clearly indicates
otherwise.

"Affiliate" shall mean any entity that directly or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control with
the Company, including without limitation, MPT Operating Partnership, L.P.

"Award" shall mean the grant or award of Options, Restricted Common Stock,
Restricted Stock Units, Deferred Stock Units, SARs or Performance Units under
this Plan.

"Award Agreement" shall mean the agreement granting or awarding Options,
Restricted Common Stock, Restricted Stock Units, Deferred Stock Units, SARs or
Performance Units.

"Board" shall mean the Board of Directors of the Company, as comprised from time
to time.

"Cause" shall mean (i) the conviction of the Employee of, or the entry of a plea
of guilty or nolo contendere by the Employee to, a felony (exclusive of any
felony relating to negligent operation of a motor vehicle and not including a
conviction, plea of guilty or nolo contendere arising solely under a statutory
provision imposing criminal liability upon the Employee on a per se basis due to
the Company offices held by the Employee, so long as any act or omission of the
Employee with respect to such matter was not taken or omitted in contravention
of any applicable policy or directive of the Board), (ii) a willful breach of
his duty of loyalty which is materially detrimental to the Company, (iii) a
willful failure to perform or adhere to explicitly stated duties that are
consistent with the terms of his position with the Company, or the Company's
reasonable and customary guidelines of employment or reasonable and customary
corporate governance guidelines or policies, including without limitation any
business code of ethics adopted by the

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Board, or to follow the lawful directives of the Board (provided such directives
are consistent with the terms of the Participant's Employment Agreement), which,
in any such case, continues for thirty (30) days after written notice from the
Board to the Employee, or (iv) gross negligence or willful misconduct in the
performance of the Employee's duties. No act, or failure to act, on the
Employee's part will be deemed "gross negligence" or "willful misconduct" unless
done, or omitted to be done, by the Employee not in good faith and without a
reasonable belief that the Employee's act, or failure to act, was in the best
interest of the Company. The Committee shall determine, in good faith, if an
Employee has been terminated for Cause.

"Change of Control" shall mean the occurrence of any of the following events:
(a) any person, entity or affiliated group, excluding the Company or any
employee benefit plan of the Company, acquiring more than 50% of the then
outstanding shares of voting stock of the Company, (b) the consummation of any
merger or consolidation of the Company into another company, such that the
holders of the shares of the voting stock of the Company immediately before such
merger or consolidation own less than 50% of the voting power of the securities
of the surviving company or the parent of the surviving company, (c) the
adoption of a plan for complete liquidation of the Company or for the sale or
disposition of all or substantially all of the Company's assets, such that after
the transaction, the holders of the shares of the voting stock of the Company
immediately prior to the transaction own less than 50% of the voting securities
of the acquiror or the parent of the acquiror, or (d) during any period of two
(2) consecutive years, individuals who at the beginning of such period
constituted the Board (including for this purpose any new director whose
election or nomination for election by the Company's stockholders was approved
by a vote of at least a majority of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute at
least a majority of the Board.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Committee" shall mean the Compensation Committee of the Board.

"Common Stock " shall mean the common stock, par value $0.001 per share, of the
Company.

"Company" shall mean Medical Properties Trust, Inc., a Maryland corporation, or
any business organization which succeeds to its business and elects to continue
this Plan. For purposes of this Plan, the term Company shall include, where
applicable, the employer of the Employee or Consultant, including without
limitation MPT Operating Partnership, L.P. or such other Affiliate or Subsidiary
that employs the Employee or the Consultant.

"Consultant" shall mean a professional or technical expert, consultant or
independent contractor who provides services to the Company or an Affiliate or
Subsidiary, and who may be selected to participate in the Plan.

"Deferred Stock Unit" shall mean a right to receive Common Stock awarded under
Article 6 of this Plan.

"Director" means any individual who is a member of the Board.

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"Employee" shall mean any employee (as defined in accordance with the
regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company or an Affiliate or Subsidiary of the Company, whether such
employee was so employed at the time this Plan was initially adopted or becomes
so employed subsequent to the adoption of this Plan.

"Employment Agreement" shall mean the employment, consulting or similar
contractual agreement entered into by the Employee or the Consultant, as the
case may be, and the Company governing the terms of the Employee's or
Consultant's employment with the Company, if any.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Fair Market Value" of a share of Common Stock, as of a given date, shall be
determined pursuant to Section 4.7.

"Good Reason" shall only apply, and shall only have the meaning, as contained in
the Participant's Employment Agreement. Any provision herein that relates to a
Termination of Employment by the Participant for Good Reason shall have no
effect if there is no Employment Agreement or the Employment Agreement does not
contain a provision permitting the Participant to terminate for Good Reason.

"Incentive Stock Option" shall mean an option which conforms to the applicable
provisions of Section 422 of the Code and which is designated as an Incentive
Stock Option by the Committee.

"Independent Director" shall mean a Director who is not an Employee.

"MPT OP" means MPT Operating Partnership, L.P., of which the Company is
presently a limited partner and the sole owner of the general partner.

"Non-Qualified Stock Option" shall mean an Option which the Committee does not
designate as an Incentive Stock Option.

"144A Offering" means the private placement of Common Stock of the Company.

"Option" shall mean an option to purchase shares of Common Stock that is granted
under Article 4 of this Plan. An option granted under this Plan shall, as
determined by the Committee, be either a Non-Qualified Stock Option or an
Incentive Stock Option; provided, however, that Options granted to Independent
Directors and Consultants shall be Non-Qualified Stock Options.

"Participant" shall mean an Employee, Consultant or Director who has been
determined as eligible to receive an Award pursuant to Section 3.2.

"Performance Units" shall mean performance units granted under Article 8 of this
Plan.

"Permanent Disability" or "Permanently Disabled" shall mean the inability of a
Participant, due to a physical or mental impairment, to perform the material
services of the Participant's position with the Company for a period of six (6)
months, whether or not consecutive, during any 365-

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day period. A determination of Permanent Disability shall be made by a physician
satisfactory to both the Participant and the Committee, provided that if the
Participant and the Committee do not agree on a physician, each of them shall
select a physician and those two physicians together shall select a third
physician, whose determination as to Permanent Disability shall be binding on
all parties.

"Plan" shall mean the Amended and Restated Medical Properties Trust, Inc. 2004
Equity Incentive Plan, as embodied herein and as amended from time to time.

"Plan Year" shall mean the fiscal year of the Company.

"Restricted Common Stock" shall mean Common Stock awarded under Article 6 of
this Plan.

"Restricted Stock Unit" shall mean a right to receive Common Stock awarded under
Article 6 of this Plan.

"Retirement" or "Retire" shall, except as otherwise defined in the Participant's
Employment Agreement, mean a Participant's Termination of Employment with the
Company on or after his 65th birthday.

"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, as such
rule may be amended from time to time.

"SAR" shall mean stock appreciation rights awarded under Article 7 of this Plan.

"Section 162(m) Participant" shall mean any Employee the Committee designates to
receive an Award whose compensation for the fiscal year in which the Employee is
so designated or a future fiscal year may be subject to the limit on deductible
compensation imposed by Section 162(m) of the Code, as determined by the
Committee in its sole discretion.

"Stock Award" shall mean an Award of Restricted Common Stock, Restricted Stock
Units or Deferred Stock Units under Article 6 of this Plan.

"Stock Award Account" shall mean the bookkeeping account reflecting Awards of
Restricted Stock Units and Deferred Stock Units under Article 6 of this Plan.

"Subsidiary" shall mean an entity in an unbroken chain beginning with the
Company if each of the entities other than the last entity in the unbroken chain
owns 50 percent or more of the total combined voting power of all classes of
equity in one of the other entities in such chain.

"Termination of Employment" shall mean the date on which the employee-employer,
consulting, contractual or similar relationship between a Participant and the
Company is terminated for any reason, with or without Cause, including, but not
by way of limitation, a termination of employment by resignation, discharge,
death, Permanent Disability or Retirement, but excluding (i) termination of
employment where there is a simultaneous reemployment or continuing employment
of a Participant by the Company, and (ii) at the discretion of the Committee,

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termination of employment which results in a temporary severance of the
employee-employer relationship. The Committee, in its absolute discretion, shall
determine the effect of all matters and questions relating to a Termination of
Employment (subject to the provisions of any Employment Agreement between a
Participant and the Company), including, but not limited to all questions of
whether particular leaves of absence constitute a Termination of Employment;
provided, however, that, unless otherwise determined by the Committee in its
discretion, a leave of absence, change in status from an employee to an
independent contractor or other change the employee-employer, consulting,
contractual or similar relationship shall constitute a Termination of Employment
if, and to the extent that, such leave of absence, change in status or other
change interrupts employment for the purposes of Section 422(a)(2) of the Code
and the then applicable regulations and revenue rulings under said Section.

                    ARTICLE 2. COMMON STOCK SUBJECT TO PLAN

2.1   COMMON STOCK SUBJECT TO PLAN.

2.1.1 The Common Stock subject to an Award shall be shares of the Company's
authorized but unissued, reacquired, or treasury Common Stock. Subject to
adjustment as described in Section 11.3.1, the aggregate number of shares of
Common Stock that may be issued under the Plan as Restricted Common Stock,
Restricted Stock Units, Deferred Stock Units or pursuant to the exercise of
Options is 4,691,180.

2.1.2 The maximum number of shares of Common Stock which may be awarded to any
individual in any calendar year shall not exceed 300,000.

2.2 ADD-BACK OF GRANTS. If any Option or SAR expires or is canceled without
having been fully exercised, is exercised in whole or in part for cash as
permitted by this Plan, or is exercised prior to becoming vested as permitted
under Section 4.6.3 and is forfeited prior to becoming vested, the number of
shares of Common Stock subject to such Option or SAR but as to which such
Option, SAR or other right was not exercised or vested prior to its expiration,
cancellation or exercise may again be optioned, granted or awarded hereunder.
Shares of Common Stock which are delivered by the Participant or withheld by the
Company upon the exercise of any Option or other award under this Plan, in
payment of the exercise price thereof, may again be optioned, granted or awarded
hereunder. If any shares of Common Stock awarded as Restricted Common Stock,
Restricted Stock Units or other equity award hereunder or as payment for
Performance Units are forfeited by the Participant, such shares may again be
optioned, granted or awarded hereunder. Notwithstanding the provisions of this
Section 2.2, no shares of Common Stock may again be optioned, granted or awarded
pursuant to an Incentive Stock Option if such action would cause such Option to
fail to qualify as an Incentive Stock Option under Section 422 of the Code.

                ARTICLE 3. ELIGIBILITY; GRANTS; AWARD AGREEMENTS

3.1   ELIGIBILITY. Any Employee, Consultant or Director selected to participate
pursuant to Section 3.2 shall be eligible to participate in the Plan.

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3.2   AWARDS. The Committee shall determine which Employees, Consultants and
Directors, shall receive Awards, whether the Employee, Consultant or Director
will receive Options, Restricted Common Stock, Restricted Stock Units, Deferred
Stock Units, SARs or Performance Units, whether an Option grant shall be of
Incentive Stock Options or Non-Qualified Stock Options, and the number of shares
of Common Stock subject to such Award. Notwithstanding the foregoing, the terms
and conditions of an Award intended to qualify as performance-based compensation
as described in Section 162(m)(4)(C) of the Code shall include, but not be
limited to, such terms and conditions as may be necessary to meet the applicable
provisions of Section 162(m) of the Code.

3.3   PROVISIONS APPLICABLE TO SECTION 162(m) PARTICIPANTS.

3.3.1 Notwithstanding anything in the Plan to the contrary, the Committee may
grant Options, Restricted Common Stock, Restricted Stock Units, SARs or
Performance Units to a Section 162(m) Participant that vest upon the attainment
of performance targets for the Company which are related to one or more of the
following performance goals: (i) pre-tax income, (ii) operating income, (iii)
cash flow, (iv) earnings per share, (v) return on equity, (vi) return on
invested capital or assets, (vii) cost reductions or savings, or (vii) such
other identifiable and measurable performance objectives, as determined by the
Committee.

3.3.2 To the extent necessary to comply with the performance-based compensation
requirements of Section 162(m)(4)(C) of the Code, no later than ninety (90) days
following the commencement of any fiscal year in question or any other
designated fiscal period (or such other time as may be required or permitted by
Section 162(m) of the Code), the Committee shall, in writing, (i) designate one
or more Section 162(m) Participants, (ii) select the performance goal or goals
applicable to the fiscal year or other designated fiscal period, (iii) establish
the various targets and bonus amounts which may be earned for such fiscal year
or other designated fiscal period and (iv) specify the relationship between
performance goals and targets and the amounts to be earned by each Section
162(m) Participant for such fiscal year or other designated fiscal period.
Following the completion of each fiscal year or other designated fiscal period,
the Committee shall certify in writing whether the applicable performance
targets have been achieved for such fiscal year or other designated fiscal
period. In determining the amount earned by a Section 162(m) Participant, the
Committee shall have the right to reduce (but not to increase) the amount
payable at a given level of performance to take into account additional factors
that the Committee may deem relevant to the assessment of individual or
corporate performance for the fiscal year or other designated fiscal period.

3.4   AWARD AGREEMENT. Upon the selection of an Employee, Consultant or Director
to become a Participant and receive an Award, the Committee shall cause a
written Award Agreement to be issued to such individual encompassing the terms
and conditions of such Award, as determined by the Committee in its sole
discretion; provided, however, that if applicable, the terms of such Award
Agreement shall comply with the terms of such Participant's Employment
Agreement, if any. Such Award Agreement shall provide for the exercise price for
Options and SARs; the purchase price for Restricted Common Stock, Restricted
Stock Units and Deferred Stock Units; the performance criteria for Performance
Units; and the exercisability and vesting schedule, payment terms and such other
terms and conditions of such Award, as determined by the Committee in its sole
discretion. Each Award Agreement shall be executed by

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the Participant and an officer or a Director (other than the Participant) of the
Company authorized to sign such Award Agreement and shall contain such terms and
conditions that are consistent with the Plan, including but not limited to the
exercisability and vesting schedule, if any, as the Committee in its sole
discretion shall determine. All Awards shall be made conditional upon the
Participant's acknowledgment, in writing in the Award Agreement or otherwise by
acceptance of the Award, that all decisions and determinations of the Committee
shall be final and binding on the Participant, his beneficiaries and any other
person having or claiming an interest under such Award.

                               ARTICLE 4. OPTIONS

4.1   AWARD AGREEMENT FOR OPTION GRANT. Option grants shall be evidenced by an
Award Agreement, pursuant to Section 3.4. All Award Agreements evidencing
Options intended to qualify as performance-based compensation as described in
Section 162(m)(4)(C) of the Code shall contain such terms and conditions as may
be necessary to meet the applicable provisions of Section 162(m) of the Code.
All Award Agreements evidencing Incentive Stock Options shall contain such terms
and conditions as may be necessary to meet the applicable provisions of Section
422 of the Code.

4.2   OPTION PRICE. The price per share of the Common Stock subject to each
Option shall be set by the Committee; provided, however, that (i) such price
shall not be less than the par value of a share of Common Stock and shall not be
less than 100% of the Fair Market Value of a share of Common Stock on the date
the Option is granted, (ii) in the case of Incentive Stock Options granted to an
individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation thereof (within the meaning of
Section 422 of the Code), such price shall not be less than 110% of the Fair
Market Value of a share of Common Stock on the date the Option is granted.

4.3   QUALIFICATION FOR INCENTIVE STOCK OPTIONS. The Committee may grant an
Incentive Stock Option to an individual if such person is an Employee of the
Company or is an Employee of an Affiliate or Subsidiary as permitted under
Section 422(a)(2) of the Code.

4.4   CHANGE IN INCENTIVE STOCK OPTION GRANT. Any Incentive Stock Option granted
under this Plan may be modified by the Committee to disqualify such Option from
treatment as an Incentive Stock Option under Section 422 of the Code. To the
extent that the aggregate Fair Market Value of shares of Common Stock with
respect to which Incentive Stock Options (within the meaning of Section 422 of
the Code, but without regard to Section 422(d) of the Code) are exercisable for
the first time by a Participant during any calendar year (under the Plan and all
other Incentive Stock Option plans of the Company) exceeds $100,000, such
Options shall be treated as Non-Qualified Stock Options to the extent required
or permitted by Section 422 of the Code. The rule set forth in the preceding
sentence shall be applied by taking Options into account in the order in which
they were granted. For purposes of this Section 4.4, the Fair Market Value of
shares of Common Stock shall be determined as of the time the Option with
respect to such shares of Common Stock is granted, pursuant to Section 4.7.

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4.5   OPTION TERM. The term of an Option shall be set by the Committee in its
discretion; provided, however, in the case of Incentive Stock Options, the term
shall not be more than ten (10) years from the date the Incentive Stock Option
is granted, or five (5) years from such date if the Incentive Stock Option is
granted to an Employee then owning (within the meaning of Section 424(d) of the
Code) more than 10% of the total combined voting power of all classes of stock
of the Company or any Subsidiary or parent corporation thereof (within the
meaning of Section 422 of the Code). Such Incentive Stock Options shall be
subject to Section 5.6, except as limited by the requirements of Section 422 of
the Code and regulations and rulings thereunder applicable to Incentive Stock
Options.

4.6   OPTION EXERCISABILITY AND VESTING.

4.6.1 The period during which Options in whole or in part become exercisable and
vest in the Participant shall be set by the Committee and shall be as provided
for in the Award Agreement. At any time after the grant of an Option, the
Committee may, in its sole and absolute discretion and subject to whatever terms
and conditions it selects, accelerate the period during which an Option becomes
exercisable and vests.

4.6.2 In each Award Agreement, the Committee shall indicate whether the portion
of the Options, if any, that remains non-exercisable and non-vested upon the
Participant's Termination of Employment with the Company is forfeited. In so
specifying, the Committee may differentiate between the reason for the
Participant's Termination of Employment.

4.6.3 At any time on or after the grant of an Option, the Committee may provide
in an Award Agreement that the Participant may elect to exercise part or all of
an Option before it otherwise has become exercisable. Any shares of Common Stock
so purchased shall be restricted Common Stock and shall be subject to a
repurchase right in favor of the Company during a specified restriction period,
with the repurchase price equal to the lesser of (i) the price per share paid by
the Participant for the Common Stock, or (ii) the Fair Market Value of such
Common Stock at the time of repurchase, or such other restrictions as the
Committee deems appropriate. The Participant shall have, unless otherwise
provided by the Committee in the Award Agreement, all the rights of an owner of
Common Stock, subject to the restrictions and provisions of his Award Agreement,
including the right to vote such Common Stock and to receive all dividends and
other distributions paid or made with respect to Common Stock.

4.6.4 Any Options which are not exercisable and vested upon the occurrence of a
Change of Control, including shares of restricted Common Stock received upon the
exercise of an Option as described in Section 4.6.3 above, shall become 100%
exercisable, if not previously exercised, and 100% vested, unless the Award
Agreement or the Participant's Employment Agreement provides otherwise.

4.7   FAIR MARKET VALUE. The Fair Market Value of a share of Common Stock as of
a given date shall be (i) the closing price of a share of Common Stock on the
principal exchange on which shares of Common Stock are then trading, if any (or
as reported on any composite index which includes such principal exchange), on
the trading day previous to such date, or if shares of Common Stock were not
traded on the trading day previous to such date, then on the next preceding date
on which a trade occurred, or (ii) if shares of Common Stock are not traded on
an

                                       8
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exchange but are quoted on NASDAQ or a successor quotation system, either the
(a) closing sale price, or (b) the mean between the closing representative bid
and asked prices for the Common Stock on the trading day previous to such date
as reported by NASDAQ or such successor quotation systems, as may be
appropriate, or (iii) if shares of Common Stock are not publicly traded on an
exchange and not quoted on NASDAQ or a successor quotation system, the Fair
Market Value of a share of Common Stock as established by the Company acting in
good faith and after consultation with independent advisors. The Fair Market
Value as so determined by the Company in good faith and in the absence of fraud
shall be binding and conclusive upon all parties hereto, and in any event the
Participant agrees to accept and shall not challenge any such determination of
Fair Market Value made by the Company. If the Company subdivides (by split,
dividend or otherwise) its shares of Common Stock into a greater number, or
combines (by reverse split or otherwise) its shares of Common Stock into a
lesser number after the Company shall have determined the Fair Market Value for
the shares of Common Stock subject to an Award (without taking into
consideration such subdivision or combination) and prior to the consummation of
the purchase, the Fair Market Value shall be appropriately adjusted to reflect
such subdivision or combination, and the Company's good faith determination as
to any such adjustment shall be binding and conclusive on all parties hereto.

                         ARTICLE 5. EXERCISE OF OPTIONS

5.1   EXERCISE. At any time and from time to time prior to the time when any
exercisable Option or portion thereof becomes unexercisable under the Plan or
the Award Agreement, such Option or portion thereof may be exercised in whole or
in part; provided, however, that the Company shall not be required to issue
fractional shares of Common Stock and the Committee may, by the terms of the
Option, require any partial exercise to be with respect to a minimum number of
shares of Common Stock.

5.2   MANNER OF EXERCISE. An exercisable Option, or any exercisable portion
thereof, may be exercised solely by delivery to the Company of all of the
following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the Award Agreement:

5.2.1 A written notice signed by the Participant or other person then entitled
to exercise such Option or portion thereof, stating that such Option or portion
is being exercised, provided such notice complies with all applicable rules
established by the Committee from time to time.

5.2.2 Such representations and documents as the Committee, in its absolute
discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act of 1933, as amended, and any other
federal or state securities laws or regulations. The Committee may, in its
absolute discretion, also take whatever additional actions it deems appropriate
to effect such compliance including, without limitation, causing legends to be
placed on certificates for shares of Common Stock and issuing stop-transfer
notices to agents and registrars.

5.2.3 In the event that the Option shall be exercised pursuant to Section 11.1
by any person or persons other than the Participant, appropriate proof of the
right of such person or persons to exercise the Option or portion thereof.

                                       9
<PAGE>

5.2.4 Full payment (in cash or by a certified check) for the shares of Common
Stock with respect to which the Option or portion thereof is exercised,
including the amount of any withholding tax due, unless with the prior written
consent of the Committee:

5.2.4.1 payment, in whole or in part, is made through the delivery of shares of
Common Stock owned by the Participant, duly endorsed for transfer to the Company
with a Fair Market Value on the date of delivery equal to the aggregate exercise
price of the Option or exercised portion thereof, provided, that shares of
Common Stock used to exercise the Option have been held by the Participant for
the requisite period of time to avoid adverse accounting consequences to the
Company with respect to the Option;

5.2.4.2 payment, in whole or in part, is made through the surrender of shares of
Common Stock then issuable upon exercise of the Option having a Fair Market
Value on the date of Option exercise equal to the aggregate exercise price of
the Option or exercised portion thereof;

5.2.4.3 after a public offering of the Common Stock, payment through a broker at
the time required in accordance with procedures permitted by Regulation T of the
Federal Reserve Board; or

5.2.4.4 payment is made through any combination of the consideration provided
for in this Section 5.2.4 or such other method approved by the Committee
consistent with applicable law.

5.3   CONDITIONS TO ISSUANCE OF COMMON STOCK. The Company shall not be required
to issue or deliver any certificate or other indicia evidencing ownership of
shares of Common Stock purchased upon the exercise of any Option or portion
thereof prior to fulfillment of all of the following conditions:

5.3.1 The obtaining of any approval or other clearance from any state or federal
governmental agency which the Committee shall, in its sole discretion, determine
to be necessary or advisable.

5.3.2 The lapse of such reasonable period of time following the exercise of the
Option as the Committee may establish from time to time for reasons of
administrative convenience.

5.3.3 The receipt by the Company of full payment for such Common Stock,
including payment of any applicable withholding tax.

5.3.4 The Participant agreeing to the terms and conditions of the Plan and the
Award Agreement.

5.4   RIGHTS AS STOCKHOLDERS. The holders of Options shall not be, nor have any
of the rights or privileges of, stockholders of the Company in respect of any
shares of Common Stock purchasable upon the exercise of any part of an Option
unless and until certificates or other indicia representing such shares of
Common Stock have been issued by the Company to such holders.

5.5   OWNERSHIP AND TRANSFER RESTRICTIONS. The Committee, in its absolute
discretion, may impose at the time of grant such restrictions on the ownership
and transferability of the shares of Common Stock purchasable upon the exercise
of an Option as it deems appropriate. Any such

                                       10
<PAGE>

restriction shall be set forth in the Award Agreement and may be referred to on
the certificates or other indicia evidencing such shares of Common Stock.

5.6   LIMITATIONS ON EXERCISE OF OPTIONS.

5.6.1 Vested Incentive Stock Options may not be exercised after the earlier of
(i) their expiration date, (ii) twelve (12) months from the date of the
Participant's Termination of Employment by reason of his death, (iii) twelve
(12) months from the date of the Participant's Termination of Employment by
reason of his Permanent Disability, or (iv) the expiration of three (3) months
from the date of the Participant's Termination of Employment for any reason
other than such Participant's death or Permanent Disability, unless the
Participant dies within said three (3) month period. Leaves of absence for less
than ninety (90) days shall not cause a Termination of Employment for purposes
of Incentive Stock Options.

5.6.2 Non-Qualified Stock Options may be exercised up until their expiration
date, unless the Committee provides otherwise in the Award Agreement.

                            ARTICLE 6. STOCK AWARDS

6.1   AWARD AGREEMENT. Awards of Restricted Common Stock, Restricted Stock Units
and Deferred Stock Units shall be evidenced by an Award Agreement, pursuant to
Section 3.4. All Award Agreements evidencing Restricted Common Stock, Restricted
Stock Units and Deferred Stock Units intended to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code shall contain such
terms and conditions as may be necessary to meet the applicable provisions of
Section 162(m) of the Code.

6.2   AWARDS OF RESTRICTED COMMON STOCK, RESTRICTED STOCK UNITS AND DEFERRED
STOCK UNITS.

6.2.1 The Committee may from time to time, in its absolute discretion,
consistent with this Plan:

6.2.1.1 determine which Employees, Consultants and Directors shall receive Stock
Awards;

6.2.1.2 determine the aggregate number of shares of Common Stock to be awarded
as Stock Awards to Employees, Consultants and Directors;

6.2.1.3  determine the terms and conditions applicable to such Stock Awards; and

6.2.1.4  determine when the restrictions, if any, lapse.

6.2.2 The Committee may establish the purchase price, if any, and form of
payment for a Stock Award. If the Committee establishes a purchase price, the
purchase price shall be no less than the par value of the Common Stock to be
purchased, unless otherwise permitted by applicable state law.

6.2.3 Upon the selection of an Employee, Consultant or Director to be awarded
Restricted Common Stock, the Committee shall instruct the Secretary of the
Company to issue such

                                       11
<PAGE>

Restricted Common Stock and may impose such conditions on the issuance of such
Restricted Common Stock as it deems appropriate, subject to the provisions of
Article 9.

6.2.4 Upon the selection of an Employee, Consultant or Director to be awarded
Restricted Stock Units or Deferred Stock Units, the Committee shall instruct the
Secretary of the Company to establish a Stock Award Account on behalf of each
such Participant. The Committee may impose such conditions on the issuance of
such Restricted Stock Units or Deferred Stock Units as it deems appropriate.

6.2.5 Awards of Restricted Common Stock and Restricted Stock Units shall vest
pursuant to the Award Agreement.

6.2.6 A Participant shall be 100 percent vested in the number of Deferred Stock
Units held in his or her Stock Award Account at all times. The term for which
the Deferred Stock Units shall be deferred shall be provided for in the Award
Agreement.

6.3   RIGHTS AS STOCKHOLDERS.

6.3.1 Upon delivery of the shares of Restricted Common Stock to the Participant
or the escrow holder pursuant to Section 6.7, the Participant shall have, unless
otherwise provided by the Committee in the Award Agreement, all the rights of an
owner of Common Stock, subject to the restrictions and provisions of his Award
Agreement; provided, however, that in the discretion of the Committee, any
extraordinary distributions with respect to the Common Stock shall be subject to
the restrictions set forth in Section 6.4.

6.3.2 Nothing in this Plan shall be construed as giving a Participant who
receives an Award of Restricted Stock Units or Deferred Stock Units any of the
rights of an owner of Common Stock unless and until shares of Common Stock are
issued and transferred to the Participant in accordance with the terms of the
Plan and the Award Agreement. Notwithstanding the foregoing, in the event that
any dividend is paid by the Company with respect to the Common Stock (whether in
the form of cash, Common Stock or other property), then the Committee shall, in
the manner it deems equitable or appropriate, adjust the number of Restricted
Stock Units or Deferred Stock Units allocated to each Participant's Stock Award
Account to reflect such dividend.

6.4   RESTRICTION. All shares of Restricted Common Stock issued under this Plan
(including any Common Stock received as a result of stock dividends, stock
splits or any other form of recapitalization, if any) shall at the time of the
Award, in the terms of each individual Award Agreement, be subject to such
restrictions as the Committee shall, in its sole discretion, determine, which
restrictions may include, without limitation, restrictions concerning voting
rights, transferability, vesting, Company performance and individual
performance; provided, however, that by action taken subsequent to the time
shares of Restricted Common Stock are issued, the Committee may, on such terms
and conditions as it may determine to be appropriate, remove any or all of the
restrictions imposed by the terms of the Award Agreement. Restricted Common
Stock may not be sold or encumbered until all restrictions are terminated or
expire.

                                       12
<PAGE>

6.5   LAPSE OF RESTRICTIONS. The restrictions on Awards of Restricted Common
Stock and Restricted Stock Units shall lapse in accordance with the terms of the
Award Agreement. In the Award Agreement, the Committee shall indicate whether
shares of Restricted Common Stock or Restricted Stock Units then subject to
restrictions are forfeited or if the restrictions shall lapse upon the
Participant's Termination of Employment. In so specifying, the Committee may
differentiate between the reason for the Participant's Termination of
Employment.

6.6   REPURCHASE OF RESTRICTED COMMON STOCK. The Committee may provide in the
terms of the Award Agreement awarding Restricted Common Stock that the Company
shall have call rights, a right of first offer or a right of refusal regarding
shares of Restricted Common Stock then subject to restrictions.

6.7   ESCROW. The Company may appoint an escrow holder to retain physical
custody of each certificate or control of each other indicia representing shares
of Restricted Common Stock until all of the restrictions imposed under the Award
Agreement with respect to the shares of Common Stock evidenced by such
certificate expire or shall have been removed.

6.8   LEGEND. In order to enforce the restrictions imposed upon shares of
Restricted Common Stock hereunder, the Committee shall cause a legend or
restrictions to be placed on certificates of Restricted Common Stock that are
still subject to restrictions under Award Agreements, which legend or
restrictions shall make appropriate reference to the conditions imposed thereby.

6.9   CONVERSION. Upon vesting in the case of Restricted Stock Units, and upon
the lapse of the deferral period in the case of Deferred Stock Units, such
Restricted Stock Units or Deferred Stock Units shall be converted into an
equivalent number of shares of Common Stock that will be distributed to the
Participant, or in the case of the Participant's death, to the Participant's
legal representative. Such distribution shall be evidenced by a stock
certificate, appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company, or other appropriate means as
determined by the Company. In the event ownership or issuance of the Common
Stock is not feasible due to applicable exchange controls, securities
regulations, tax laws or other provisions of applicable law, as determined by
the Company in its sole discretion, the Participant, or in the case of the
Participant's death, the Participant's legal representative, shall receive cash
proceeds in an amount equal to the value of the shares of Common Stock otherwise
distributable to the Participant, net of tax withholding as provided in Section
11.5

                      ARTICLE 7. STOCK APPRECIATION RIGHTS

7.1   AWARD AGREEMENT FOR SARS. Awards of SARs shall be evidenced by an Award
Agreement, pursuant to Section 3.4. All Award Agreements evidencing SARs
intended to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 162(m) of the Code.

7.2   GENERAL REQUIREMENTS. The Committee may grant SARs separately or in tandem
with any Option (for all or a portion of the applicable Option). The Committee
shall determine which Employees, Consultants and Directors shall receive Awards
of SARs and the amount of such Awards.

                                       13
<PAGE>

7.3   BASE AMOUNT. The Committee shall establish the base amount of the SAR at
the time the SAR is granted. Unless the Committee determines otherwise, the base
amount of each SAR shall be equal to the price per share of the related Option
or, if there is no related Option, the Fair Market Value of a share of Common
Stock as of the date of grant of the SAR.

7.4   TANDEM SARS. Tandem SARs may be granted either at the time the Option is
granted or at any time thereafter while the Option remains outstanding;
provided, however, that, in the case of an Incentive Stock Option, SARs may be
granted only at the time of grant of the Incentive Stock Option. In the case of
tandem SARs, the number of SARs granted to an Employee, Consultant or Director
that shall be exercisable during a specified period shall not exceed the number
of shares of Common Stock that the Employee, Consultant or Director may purchase
upon the exercise of the related Option during such period. Upon the exercise of
an Option, the SARs relating to the Common Stock covered by such Option shall
terminate. Upon the exercise of the SARs, the related Option shall terminate to
the extent of an equal number of shares of Common Stock.

7.5   SAR EXERCISABILITY.

7.5.1 The period during which SARs in whole or in part become exercisable shall
be set by the Committee and shall be as provided for in the Award Agreement. At
any time after the grant of an SAR, the Committee may, in its sole and absolute
discretion and subject to whatever terms and conditions its selects, accelerate
the period during which the SAR becomes exercisable.

7.5.2 In each Award Agreement, the Committee shall indicate whether the portion
of the SAR, if any, that remains non-exercisable upon the Participant's
Termination of Employment with the Company is forfeited. In so specifying, the
Committee may differentiate between the reason for the Participant's Termination
of Employment.

7.6   VALUE OF SARS. When a Participant exercises an SAR, the Participant shall
receive in settlement of such SAR an amount equal to the value of the stock
appreciation for the number of SARs exercised payable in cash, Common Stock or a
combination thereof. The stock appreciation for an SAR is the amount by which
the Fair Market Value of the underlying Common Stock on the date of exercise of
the SAR exceeds the base amount of the SAR.

7.7   FORM OF PAYMENT. The Committee shall determine whether the appreciation in
an SAR shall be paid in the form of cash, Common Stock or a combination of the
two, in such proportion as the Committee deems appropriate. For purposes of
calculating the number of shares of Common Stock to be received, shares of
Common Stock shall be valued at their Fair Market Value on the date of exercise
of the SAR. If shares of Common Stock are received upon exercise of a SAR, cash
shall be delivered in lieu of any fractional shares of Common Stock.

                          ARTICLE 8. PERFORMANCE UNITS

8.1   AWARD AGREEMENT FOR PERFORMANCE UNITS. Awards of Performance Units shall
be evidenced by an Award Agreement, pursuant to Section 3.4. All Award
Agreements evidencing Performance Units intended to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code shall contain such
terms and conditions as may be necessary to meet the applicable provisions of
Section 162(m) of the Code.

                                       14
<PAGE>

8.2   GENERAL REQUIREMENTS. Each Performance Unit shall represent the right of
the Participant to receive an amount based on the value of the Performance Unit,
if performance goals established by the Committee are met. A Performance Unit
shall be based on the Fair Market Value of a share of Common Stock or such other
measurement base as the Committee deems appropriate. The Committee shall
determine and set forth in the Award Agreement the number of Performance Units
to be granted and the requirements applicable to such Performance Units. The
Committee shall determine which Employees, Consultants and Directors shall
receive Awards of a Performance Unit and the amount of such Awards.

8.3   PERFORMANCE PERIOD AND PERFORMANCE GOALS. When Performance Units are
granted, the Committee shall establish the performance period during which
performance shall be measured (the "Performance Period"), performance goals
applicable to the Performance Units ("Performance Goals") and such other
conditions of the Award as the Committee deems appropriate. Performance Goals
may relate to the financial performance of the Company or its Subsidiaries, the
performance of Common Stock, individual performance or such other criteria as
the Committee deems appropriate.

8.4   PAYMENT WITH RESPECT TO PERFORMANCE UNITS. At the end of each Performance
Period, the Committee shall determine to what extent the Performance Goals and
other conditions of the Performance Units are met, the value of the Performance
Units (if applicable), and the amount, if any, to be paid with respect to the
Performance Units. Payments with respect to Performance Units shall be made in
cash, in Common Stock or in a combination of the two, as determined by the
Committee.

                              ARTICLE 9. DEFERRALS

The Committee may permit a Participant to defer receipt of the payment of cash
or the delivery of Common Stock that would otherwise be due to such Participant
in connection with any Option or SAR, the lapse or waiver of restrictions
applicable to Restricted Common Stock or Restricted Stock Units, the lapse of
the deferral period applicable to Deferred Stock Units or the satisfaction of
any requirements or objectives with respect to Performance Units. If any such
deferral election is permitted, the Committee shall, in its sole discretion,
establish rules and procedures for such deferrals, which may include provisions
for the payment or crediting of interest or dividend equivalents, including
converting such credits into deferred Common Stock equivalents and restricting
deferrals to comply with hardship distribution rules affecting 401(k) plans. The
Company may, but is not obligated to, contribute the shares of Common Stock that
would otherwise be issuable pursuant to an Award to a rabbi trust. Shares of
Common Stock issued to a rabbi trust pursuant to this Article 9 may ultimately
be issued to the Participant in accordance with the terms of the deferred
compensation plan or the Award Agreement.

                           ARTICLE 10. ADMINISTRATION

10.1  COMMITTEE. The Plan shall be administered by the Compensation Committee of
the Board. The Board may remove members, add members, and fill vacancies on the
Committee from time to time, all in accordance with the Company's Articles of
Incorporation, by-laws, and with applicable law. The majority vote of the
Committee, or for acts taken in writing without a meeting by the unanimous
written consent of the members of the Committee, shall be valid acts

                                       15
<PAGE>

of the Committee. Appointment of Committee members shall be effective upon
acceptance of appointment. Committee members may resign at any time by
delivering written notice to the Board.

10.2  DUTIES AND POWERS OF COMMITTEE. It shall be the duty of the Committee to
conduct the general administration of this Plan in accordance with its
provisions. The Committee shall have the power to interpret this Plan and the
agreements pursuant to which Options, Restricted Common Stock, Restricted Stock
Units, Deferred Stock Units, SARs and Performance Units are granted or awarded,
and to adopt such rules for the administration, interpretation, and application
of this Plan as are consistent therewith and to interpret, amend or revoke any
such rules. Any such Award under this Plan need not be the same with respect to
each Participant. Any such interpretations and rules with respect to Incentive
Stock Options shall be consistent with the provisions of Section 422 of the
Code.

10.3  COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS. Unless
otherwise determined by the Board, members of the Committee shall receive no
compensation for their services pursuant to this Plan. All expenses and
liabilities which members of the Committee incur in connection with the
administration of this Plan shall be borne by the Company. The Committee may,
with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers, or other persons. The Committee, the Company and the
Company's officers and Directors shall be entitled to rely upon the advice,
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee or the Board in good
faith shall be final and binding upon all Participants, the Company and all
other interested persons. No members of the Committee or Board shall be
personally liable for any action, determination or interpretation made in good
faith with respect to this Plan or any Awards made hereunder, and all members of
the Committee and the Board shall be fully protected by the Company in respect
of any such action, determination or interpretation.

                      ARTICLE 11. MISCELLANEOUS PROVISIONS

11.1  TRANSFERABILITY.

11.1.1 No Option, Restricted Common Stock, Restricted Stock Unit, Deferred Stock
Unit, SAR, Performance Unit, or any right therein or part thereof shall be
liable for the debts, contracts or engagements of the Participant or his
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means,
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that nothing in this
Section 11.1.1 shall prevent transfers by will or by the applicable laws of
descent and distribution or as permitted in Section 11.1.2 below. The Committee
shall not be required to accelerate the exercisabilty of an Award or otherwise
take any action pursuant to a divorce or similar proceeding in the event
Participant's spouse is determined to have acquired a community property
interest in all or any portion of an Award. Except as provided below, during the
lifetime of the Participant, only he may exercise an Award (or any portion
thereof) granted to him under the Plan. After the death of the Participant, any
exercisable portion of an Award, prior to the time

                                       16
<PAGE>

when such portion becomes unexercisable under the Plan or the applicable Award
Agreement or other agreement, may be exercised by his personal representative or
by any person empowered to do so under the deceased Participant's will or under
the then applicable laws of descent and distribution.

11.1.2 Notwithstanding the foregoing, the Committee may provide in an Award
Agreement, or amend an otherwise outstanding Award Agreement to provide, that a
Participant may transfer Non-Qualified Stock Options to family members, or one
or more trusts or other entities for the benefit of or owned by family members,
consistent with applicable securities laws, according to such terms as the
Committee may determine; provided that the Participant receives no consideration
for the transfer of a Non-Qualified Stock Option and the transferred
Non-Qualified Stock Option shall continue to be subject to the same terms and
conditions as were applicable to the Non-Qualified Stock Option immediately
before the transfer and shall be exercisable by the transferee according to the
same terms as applied to the Participant.

11.2  AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN.

11.2.1 Except as otherwise provided in this Section 11.2, this Plan may be
wholly or partially amended or otherwise modified, suspended or terminated at
any time or from time to time by the Board; provided, however, no action of the
Board or the Committee may be taken that would otherwise require stockholder
approval as a matter of applicable law, regulation or rule, without the consent
of the stockholders. The Board and the Committee cannot reprice, replace or
regrant through cancellation or by lowering the price per share of a previously
granted Option unless the stockholders of the Company provide prior approval. No
amendment, suspension or termination of this Plan shall, without the consent of
the Participant, impair any rights or obligations under any Award theretofore
made to the Participant, unless such right has been reserved in the Plan or the
Award Agreement. No Award may be made during any period of suspension or after
termination of this Plan. In no event may any Award be made under this Plan
after March 31, 2014.

11.2.2 Notwithstanding the foregoing, the Board or the Committee may take any
action necessary to comply with a change in applicable law, irrespective of the
status of any Award as vested or unvested, exercisable or unexercisable, at the
time of such change in applicable law.

11.3  CHANGES IN COMMON STOCK OR ASSETS OF THE COMPANY, ACQUISITION OR
LIQUIDATION OF THE COMPANY AND OTHER CORPORATE EVENTS.

11.3.1 In the event that the Committee determines, in its sole discretion, that
any dividend or other distribution (whether in the form of cash, Common Stock,
other securities, or other property), on account of a recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company, or exchange of Common Stock or
other securities of the Company, issuance of warrants or other rights to
purchase Common Stock or other securities of the Company, or other similar
event, affects the Common Stock such that an adjustment is appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made

                                       17
<PAGE>

available under the Plan, then the Committee may, in such manner as it may deem
equitable, adjust any or all of the following:

11.3.1.1 the maximum number of shares of Common Stock available for Awards;

11.3.1.2 the maximum number of shares of Common Stock subject to the Plan;

11.3.1.3 the number and kind of Company stock with respect to which an Award may
be made under the Plan;

11.3.1.4 the number and kind of Company stock subject to an outstanding Award;
and

11.3.1.5 the exercise price or purchase price with respect to any Award.

11.3.2 In the event of any transaction or event described in Section 11.3.1 or
any unusual or nonrecurring transactions or events affecting the Company, any
Affiliate, or the financial statements of the Company or any Affiliate, or of
changes in applicable laws, regulations, or accounting principles, the Committee
in its discretion is hereby authorized to take any one or more of the following
actions whenever the Committee determines, in its sole discretion, that such
action is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan or
with respect to any Award or right under this Plan, to facilitate such
transactions or events or to give effect to such changes in laws, regulations or
principles:

11.3.2.1 the Committee may provide, either by the terms of the Award Agreement
or by action taken prior to the occurrence of such transaction or event and
either automatically or upon the Participant's request, for (i) the purchase of
any such Award for the payment of an amount of cash equal to the amount that
could have been attained upon the exercise of such Award or realization of the
Participant's rights had such Award been currently exercisable, payable, fully
vested or the restrictions lapsed, or (ii) the replacement of such Award with
other rights or property selected by the Committee;

11.3.2.2 the Committee may provide in the terms of such Award Agreement or by
action taken prior to the occurrence of such transaction or event that the Award
cannot be exercised after such event;

11.3.2.3 the Committee may provide, by the terms of such Award or by action
taken prior to the occurrence of such transaction or event, that for a specified
period of time prior to such transaction or event, such Award shall be
exercisable, notwithstanding anything to the contrary in Section 4.6 or the
provisions of such Award;

11.3.2.4 the Committee may provide, by the terms of such Award or by action
taken prior to the occurrence of such transaction or event, that upon such
event, such Award be assumed by the successor or survivor corporation, or a
parent or subsidiary thereof, or shall be substituted for by similar Awards
covering the stock of the successor or survivor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices;

                                       18
<PAGE>

11.3.2.5 the Committee may make adjustments in the number, type and kind of
shares of Common Stock subject to outstanding Options, Restricted Common Stock,
Restricted Stock Units, Deferred Stock Units, SARs and Performance Units and in
the terms and conditions of (including the grant or exercise price), and the
criteria included in, outstanding Awards, and rights and awards which may be
granted in the future; and

11.3.2.6 the Committee may provide either by the terms of a, Award of Restricted
Common Stock or Restricted Stock Units or by action taken prior to the
occurrence of such event that, for a specified period of time prior to such
event, the restrictions imposed under an Award Agreement upon some or all shares
of the Restricted Common Stock or the Restricted Stock Units may be terminated,
and some or all shares of such Restricted Common Stock or some or all of such
Restricted Stock Units may cease to be subject to forfeiture under Section 6.5
or repurchase under Section 6.6 after such event.

11.3.3 Subject to Section 11.7, the Committee may, in its sole discretion, at
the time of grant, include such further provisions and limitations in any Award
Agreement or certificate, as it may deem appropriate and in the best interests
of the Company; provided, however, that no such provisions or limitations shall
be contrary to the terms of the Participant's Employment Agreement or the terms
of this Plan.

11.3.4 Notwithstanding the foregoing, in the event of a transaction or event
described in Sections 11.3.1 or any unusual or nonrecurring transactions or
events affecting the Company, no action pursuant to this Section 11.3 shall be
taken that is specifically prohibited under applicable law, the rules and
regulations of any governing governmental agency or national securities
exchange, or the terms of the Participant's Employment Agreement.

11.4  CONTINUED EMPLOYMENT. Nothing in this Plan or in any Award Agreement
hereunder shall confer upon any Participant any right to continue his
employment, consulting or similar relationship with the Company or an Affiliate,
whether as an Employee, Consultant, Director or otherwise, or shall interfere
with or restrict in any way the rights of the Company or an Affiliate, which are
hereby expressly reserved, to discharge or terminate the relationship with any
Participant at any time for any reason whatsoever, subject to the terms of any
Employment Agreement entered into by the Participant and the Company or
Affiliate.

11.5  TAX WITHHOLDING. The Company shall be entitled to require payment in cash
or deduction from other compensation payable to each Participant of any sums
required by federal, state or local tax law to be withheld with respect to the
issuance, vesting, exercise or lapse of any restriction of any Option,
Restricted Common Stock, Restricted Stock Unit, Deferred Stock Unit, SAR or
Performance Unit. The Committee may, in its sole discretion and in satisfaction
of the foregoing requirement, allow such Participant to elect to have the
Company withhold shares of Common Stock otherwise issuable under such Award (or
allow the return of shares of Common Stock) having a Fair Market Value equal to
the sums required to be withheld; provided, however, that any shares of Common
Stock withheld shall be no greater than an amount that does not exceed the
Participant's minimum applicable withholding tax rate for federal (including
FICA), state and local tax liabilities.

                                       19
<PAGE>

11.6  FORFEITURE PROVISIONS. Pursuant to its general authority to determine the
terms and conditions applicable to Awards, the Committee shall have the right to
provide, in the terms of such Award, or to require the recipient to agree by
separate written instrument, that (i) any proceeds, gains or other economic
benefit actually or constructively received by the recipient upon any receipt or
resale of any Common Stock underlying such Award, must be paid to the Company
until such time the Company becomes publicly traded, and (ii) the Award shall
terminate and any unexercised portion of such Award (whether or not vested)
shall be forfeited, if (a) a Termination of Employment occurs prior to a
specified date, or within a specified time period following receipt or exercise
of the Award, (b) the recipient at any time, or during a specified time period,
engages in any activity in competition with the Company, or which is inimical,
contrary or harmful to the interests of the Company, as further defined by the
Committee or as specified in the Participant's Employment Agreement, or (c) the
Company terminates the Employee with or without Cause.

11.7  LIMITATIONS APPLICABLE TO SECTION 16 PERSONS AND PERFORMANCE-BASED
COMPENSATION. Notwithstanding any other provision of this Plan, any Option,
Restricted Common Stock, Restricted Stock Unit, Deferred Stock Unit, SARs, or
Performance Units granted or awarded to any individual who is then subject to
Section 16 of the Exchange Act shall be subject to any additional limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act
(including any amendment to Rule 16b-3 of the Exchange Act). To the extent
permitted by applicable law, Options granted or awarded hereunder shall be
deemed amended to the extent necessary to conform to such applicable exemptive
rule. Furthermore, notwithstanding any other provision of this Plan to the
contrary, any Award which is granted to a Section 162(m) Participant and is
intended to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code shall be subject to any additional limitations set
forth in Section 162(m) of the Code (including any amendment to Section 162(m)
of the Code) or any regulations or rulings issued thereunder that are
requirements for qualification as performance-based compensation as described in
Section 162(m)(4)(C) of the Code, and this Plan shall be deemed amended to the
extent necessary to conform to such requirements.

11.8  RESTRICTIONS.

11.8.1 Except as otherwise provided for in the Award Agreement, upon any
Termination of Employment, for a one year period thereafter, the Company shall
have the right, but not the obligation, to purchase all vested shares of Common
Stock awarded hereunder or acquired pursuant to an Award, for their Fair Market
Value at the time of purchase by the Company. These rights shall be in addition
to the right of first refusal pursuant to Section 11.8.2; provided, however,
that in the event the Company decides not to exercise its rights pursuant to
Section 11.8.2, the provisions of this Section 11.8.1 shall cease to apply with
respect to those shares of Common Stock that were offered to the Company and
sold in accordance with the provisions of Section 11.8.2.

11.8.2 Except as otherwise provided for in the Award Agreement, if an individual
desires and is permitted to sell, encumber, or otherwise dispose of shares of
Common Stock awarded hereunder or acquired pursuant to an Award, the individual
shall first offer the shares to the Company by giving the Company written notice
disclosing: (i) the name of the proposed transferee of the Common Stock, (ii)
the certificate number and number of shares of Common Stock proposed to

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be transferred or encumbered, (iii) the proposed price, (iv) all other terms of
the proposed transfer, and (v) a written copy of the proposed offer. Within 60
days after receipt of such notice, the Company shall have the option to purchase
all or part of such Common Stock at the same price and on the same terms as
contained in such notice (the "Company Option Period"). In the event the Company
does not exercise the option to purchase the Common Stock, as provided above,
the individual shall have the right to sell, encumber or otherwise dispose of
his shares of Common Stock on the terms of the transfer set forth in the written
notice to the Company, provided such transfer is effected within 30 days after
the expiration of the Company Option Period. If the transfer is not effected
within such period, the Company must again be given an option to purchase, as
provided above.

11.8.3 On and after the date a class of the Company's securities are registered
under Section 12(b) or 12(g) of the Exchange Act, the Company shall have no
further right to purchase shares of Common Stock under this Section 11.8, and
its limitations shall be null and void.

11.8.4 Notwithstanding the foregoing, the Committee may require that a
Participant execute any other documents it deems necessary or desirable with
respect to any Common Stock distributed or purchased pursuant to this Plan.

11.9  RESTRICTIVE LEGEND. All of the shares of Common Stock now outstanding or
hereafter issued and/or owned shall be held and transferred subject to the terms
of the restrictions herein contained and every certificate representing a share
of Common Stock shall contain the following legend: "These shares are held
subject to the terms of the 2004 Equity Incentive Plan (the "Plan") and such
shares may only be transferred in accordance with the terms thereof. A copy of
the Plan is available at the office of the Company."

11.10 EFFECT OF PLAN UPON OPTION AND COMPENSATION PLANS. The adoption of this
Plan shall not affect any other compensation or incentive plans in effect for
the Company. Nothing in this Plan shall be construed to limit the right of the
Company (i) to establish any other forms of incentives or compensation for
Employees, Consultants or Directors, or (ii) to grant or assume options or other
rights otherwise than under this Plan in connection with any proper corporate
purpose including but not by way of limitation, the grant or assumption of
options in connection with the acquisition by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any corporation,
partnership, limited liability company, firm or association.

11.11 COMPLIANCE WITH LAWS. This Plan, the granting and vesting of Awards under
this Plan and the issuance and delivery of shares of Common Stock and the
payment of money under this Plan or under Awards awarded hereunder are subject
to compliance with all applicable federal and state laws, rules and regulations
(including but not limited to state and federal securities law and federal
margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. Any securities delivered under
this Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Company, provide such assurances and
representations to the Company as the Company may deem necessary or desirable to
assure compliance with all applicable legal requirements. To the extent
permitted by applicable law, the Plan shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.

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11.12 TITLES. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Plan.

11.13 GOVERNING LAW. This Plan and any agreements hereunder shall be
administered, interpreted and enforced under the laws of the State of Alabama,
without regard to conflicts of laws thereof.

                                   * * * * * *

This Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive
Plan was adopted by the Board of Directors on October 18, 2004 and reflects the
amendment approved by stockholders on October 12, 2005.

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