Exhibit 10.13


 










 


REPUBLIC PROPERTY TRUST


 


2005 OMNIBUS LONG-TERM INCENTIVE PLAN


 










 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  PURPOSE

  	
   

  	
  1

  
	
  2.

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  3.

  	
  ADMINISTRATION OF
  THE PLAN

  	
   

  	
  5

  
	
   

  	
  3.1.

  	
  Board

  	
   

  	
  5

  
	
   

  	
  3.2.

  	
  Committee.

  	
   

  	
  5

  
	
   

  	
  3.3.

  	
  Terms of Awards.

  	
   

  	
  6

  
	
   

  	
  3.4.

  	
  Deferral Arrangement.

  	
   

  	
  7

  
	
   

  	
  3.5.

  	
  No Liability.

  	
   

  	
  7

  
	
   

  	
  3.6.

  	
  Book Entry

  	
   

  	
  7

  
	
  4.

  	
  SHARE SUBJECT TO
  THE PLAN

  	
   

  	
  7

  
	
  5.

  	
  EFFECTIVE DATE,
  DURATION AND AMENDMENTS

  	
   

  	
  8

  
	
   

  	
  5.1.

  	
  Effective Date.

  	
   

  	
  8

  
	
   

  	
  5.2.

  	
  Term.

  	
   

  	
  8

  
	
   

  	
  5.3.

  	
  Amendment and Termination of the Plan

  	
   

  	
  8

  
	
  6.

  	
  AWARD ELIGIBILITY
  AND LIMITATIONS

  	
   

  	
  8

  
	
   

  	
  6.1.

  	
  Service Providers and Other Persons

  	
   

  	
  8

  
	
   

  	
  6.2.

  	
  Successive Awards and Substitute Awards.

  	
   

  	
  9

  
	
   

  	
  6.3.

  	
  Limitation on Shares Subject to Awards and
  Cash Awards.

  	
   

  	
  9

  
	
  7.

  	
  AWARD AGREEMENT

  	
   

  	
  9

  
	
  8.

  	
  TERMS AND
  CONDITIONS OF OPTIONS

  	
   

  	
  10

  
	
   

  	
  8.1.

  	
  Option Price

  	
   

  	
  10

  
	
   

  	
  8.2.

  	
  Vesting.

  	
   

  	
  10

  
	
   

  	
  8.3.

  	
  Term.

  	
   

  	
  10

  
	
   

  	
  8.4.

  	
  Termination of Service.

  	
   

  	
  10

  
	
   

  	
  8.5.

  	
  Limitations on Exercise of Option.

  	
   

  	
  10

  
	
   

  	
  8.6.

  	
  Method of Exercise.

  	
   

  	
  11

  
	
   

  	
  8.7.

  	
  Rights of Holders of Options

  	
   

  	
  11

  
	
   

  	
  8.8.

  	
  Delivery of Share Certificates.

  	
   

  	
  11

  
	
   

  	
  8.9.

  	
  Transferability of Options

  	
   

  	
  11

  
	
   

  	
  8.10.

  	
  Family Transfers.

  	
   

  	
  11

  
	
   

  	
  8.11.

  	
  Limitations on Incentive Stock Options.

  	
   

  	
  12

  
	
  9.

  	
  TERMS AND
  CONDITIONS OF SHARE APPRECIATION RIGHTS

  	
   

  	
  12

  
	
   

  	
  9.1.

  	
  Right to Payment and Grant Price.

  	
   

  	
  12

  
	
   

  	
  9.2.

  	
  Other Terms.

  	
   

  	
  12

  
	
  10.

  	
  TERMS AND
  CONDITIONS OF RESTRICTED SHARES AND SHARE UNITS

  	
   

  	
  13

  
	
   

  	
  10.1.

  	
  Grant of Restricted Shares or Share Units.

  	
   

  	
  13

  
	
   

  	
  10.2.

  	
  Restrictions.

  	
   

  	
  13

  
	
   

  	
  10.3.

  	
  Restricted Shares Certificates.

  	
   

  	
  13

  
	
   

  	
  10.4.

  	
  Rights of Holders of Restricted Shares.

  	
   

  	
  13

  
	
   

  	
  10.5.

  	
  Rights of Holders of Share Units.

  	
   

  	
  14

  



 


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  10.5.1.

  	
  Voting and Dividend Rights.

  	
   

  	
  14

  
	
   

  	
   

  	
  10.5.2.

  	
  Creditor’s Rights.

  	
   

  	
  14

  
	
   

  	
  10.6.

  	
  Termination of Service.

  	
   

  	
  14

  
	
   

  	
  10.7.

  	
  Purchase of Restricted Shares.

  	
   

  	
  14

  
	
   

  	
  10.8.

  	
  Delivery of Share.

  	
   

  	
  14

  
	
  11.

  	
  TERMS AND
  CONDITIONS OF UNRESTRICTED SHARES AWARDS

  	
   

  	
  15

  
	
  12.

  	
  FORM OF
  PAYMENT FOR OPTIONS AND RESTRICTED SHARES

  	
   

  	
  15

  
	
   

  	
  12.1.

  	
  General Rule.

  	
   

  	
  15

  
	
   

  	
  12.2.

  	
  Surrender of Share.

  	
   

  	
  15

  
	
   

  	
  12.3.

  	
  Cashless Exercise.

  	
   

  	
  15

  
	
   

  	
  12.4.

  	
  Other Forms of Payment.

  	
   

  	
  15

  
	
  13.

  	
  TERMS AND
  CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

  	
   

  	
  16

  
	
   

  	
  13.1.

  	
  Dividend Equivalent Rights.

  	
   

  	
  16

  
	
   

  	
  13.2.

  	
  Termination of Service.

  	
   

  	
  16

  
	
  14.

  	
  TERMS AND
  CONDITIONS OF PERFORMANCE AND ANNUAL INCENTIVE AWARDS

  	
   

  	
  16

  
	
   

  	
  14.1.

  	
  Performance Conditions

  	
   

  	
  16

  
	
   

  	
  14.2.

  	
  Performance or Annual Incentive Awards
  Granted to Designated Covered Employees

  	
   

  	
  17

  
	
   

  	
   

  	
  14.2.1.

  	
  Performance Goals Generally.

  	
   

  	
  17

  
	
   

  	
   

  	
  14.2.2.

  	
  Business Criteria.

  	
   

  	
  17

  
	
   

  	
   

  	
  14.2.3.

  	
  Timing For Establishing Performance Goals.

  	
   

  	
  17

  
	
   

  	
   

  	
  14.2.4.

  	
  Settlement of Performance or Annual Incentive Awards; Other Terms.

  	
   

  	
  18

  
	
   

  	
  14.3.

  	
  Written Determinations.

  	
   

  	
  18

  
	
   

  	
  14.4.

  	
  Status of Section 14.2 Awards Under
  Code Section 162(m)

  	
   

  	
  18

  
	
  15.

  	
  PARACHUTE
  LIMITATIONS

  	
   

  	
  18

  
	
  16.

  	
  REQUIREMENTS OF LAW

  	
   

  	
  19

  
	
   

  	
  16.1.

  	
  General.

  	
   

  	
  19

  
	
   

  	
  16.2.

  	
  Rule 16b-3.

  	
   

  	
  20

  
	
  17.

  	
  EFFECT OF CHANGES
  IN CAPITALIZATION

  	
   

  	
  20

  
	
   

  	
  17.1.

  	
  Changes in Share.

  	
   

  	
  20

  
	
   

  	
  17.2.

  	
  Reorganization in Which the Company Is the
  Surviving Entity Which does not Constitute a 

  Corporate Transaction.

  	
   

  	
  21

  
	
   

  	
  17.3.

  	
  Corporate Transaction.

  	
   

  	
  21

  
	
   

  	
  17.4.

  	
  Adjustments.

  	
   

  	
  22

  
	
   

  	
  17.5.

  	
  No Limitations on Company.

  	
   

  	
  22

  
	
  18.

  	
  GENERAL PROVISIONS

  	
   

  	
  22

  
	
   

  	
  18.1.

  	
  Disclaimer of Rights

  	
   

  	
  22

  
	
   

  	
  18.2.

  	
  Nonexclusivity of the Plan

  	
   

  	
  23

  
	
   

  	
  18.3.

  	
  Withholding Taxes

  	
   

  	
  23

  
	
   

  	
  18.4.

  	
  Captions

  	
   

  	
  23

  



 


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  18.5.

  	
  Other Provisions

  	
   

  	
  23

  
	
   

  	
  18.6.

  	
  Number and Gender

  	
   

  	
  24

  
	
   

  	
  18.7.

  	
  Severability

  	
   

  	
  24

  
	
   

  	
  18.8.

  	
  Governing Law

  	
   

  	
  24

  
	
   

  	
  18.9.

  	
  Section 409A of the Code

  	
   

  	
  24

  



 


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REPUBLIC PROPERTY TRUST


 


2005 OMNIBUS LONG-TERM INCENTIVE PLAN


 


Republic Property Trust, a Maryland real estate
investment trust (the “Company”), sets forth herein the terms of its 2005 Omnibus
Long-Term Incentive Plan (the “Plan”), as follows:


 


1.                                      PURPOSE


 


The Plan is intended to enhance the Company’s and its Affiliates’ (as
defined herein) ability to attract and retain highly qualified officers,
trustees, key employees, and other persons, and to motivate such persons to
serve the Company and its Affiliates and to expend maximum effort to improve
the business results and earnings of the Company, by providing to such persons
an opportunity to acquire or increase a direct proprietary interest in the
operations and future success of the Company. 
To this end, the Plan provides for the grant of share options, share
appreciation rights, restricted shares, share units, unrestricted shares,
dividend equivalent rights and cash awards. 
Any of these awards may, but need not, be made as performance incentives
to reward attainment of annual or long-term performance goals in accordance
with the terms hereof.  Share options
granted under the Plan may be non-qualified share options or incentive stock
options, as provided herein.


 


2.                                      DEFINITIONS


 


For purposes of interpreting the Plan and related documents (including
Award Agreements), the following definitions shall apply:


 


2.1                                 “Affiliate” means, with respect to the Company, any company
or other trade or business that controls, is controlled by or is under common
control with the Company within the meaning of Rule 405 of Regulation C
under the Securities Act, including, without limitation, any Subsidiary.


 


2.2                                 “Annual Incentive Award” means an Award made subject to
attainment of performance goals (as described in Section 14)
over a performance period of up to one year (the fiscal year, unless otherwise
specified by the Committee).


 


2.3                                 “Award” means a grant of an Option, Share Appreciation
Right, Restricted Shares, Unrestricted Shares, Share Unit, Dividend Equivalent
Rights, or cash award under the
Plan.


 


2.4                                 “Award Agreement” means the written agreement between the
Company and a Grantee that evidences and sets out the terms and conditions of
an Award.


 


2.5                                 “Benefit Arrangement” shall have the meaning set forth in Section 15 hereof.


 


2.6                                 “Board” means the Board of Trustees of the Company.


 





















 


2.7                                 “Cause” means, as
determined by the Board and unless otherwise provided in an applicable
agreement with the Company or an Affiliate, (i) gross negligence or
willful misconduct in connection with the performance of duties; (ii) conviction
of a criminal offense (other than minor traffic offenses); or (iii) material
breach of any term of any employment, consulting or other services,
confidentiality, intellectual property or non-competition agreements, if any,
between the Service Provider and the Company or an Affiliate.


 


2.8                                 “Code” means the Internal Revenue Code of 1986, as now in
effect or as hereafter amended.


 


2.9                                 “Committee” means a committee of, and designated from time
to time by resolution of, the Board, which shall be constituted as provided in Section 3.2.


 


2.10                           “Company” means Republic Property Trust.


 


2.11                           “Corporate Transaction” means (i) the dissolution or
liquidation of the Company or a merger, consolidation, or reorganization of the
Company with one or more other entities in which the Company is not the surviving
entity, (ii) a sale of substantially all of the assets of the Company to
another person or entity, or (iii) any transaction (including without
limitation a merger or reorganization in which the Company is the surviving
entity) which results in any person or entity (other than persons who are
shareholders or Affiliates immediately prior to the transaction) owning 50% or more of the combined voting power of all classes of
share of the Company.


 


2.12                           “Covered Employee” means a Grantee who is a Covered Employee
within the meaning of Section 162(m)(3) of the Code.


 


2.13                           “Disability” means the Grantee is unable to perform each of
the essential duties of such Grantee’s position by reason of a medically
determinable physical or mental impairment which is potentially permanent in
character or which can be expected to last for a continuous period of not less
than 12 months; provided, however, that, with respect to rules regarding
expiration of an Incentive Stock Option following termination of the Grantee’s
Service, Disability shall mean the Grantee is unable to engage in any
substantial gainful activity by reason of a medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than 12 months.


 


2.14                           “Dividend Equivalent Right” means a right, granted to a
Grantee under Section 13 hereof, to receive
cash, Share, other Awards or other property equal in value to dividends paid
with respect to a specified number of Shares, or other periodic payments.


 


2





















 


2.15                           “Effective Date” means             
    , 2005, the date the Plan is approved by the Board.


 


2.16                           “Exchange Act” means the Securities Exchange Act of 1934, as
now in effect or as hereafter amended.


 


2.17                           “Fair Market Value” means the value of a share of Share,
determined as follows:  if on the Grant
Date or other determination date the Share is listed on an established national
or regional share exchange, is admitted to quotation on The Nasdaq Share Market, Inc.
or is publicly traded on an established securities market, the Fair Market
Value of a share of Share shall be the closing price of the Share on such
exchange or in such market (if there is more than one such exchange or market
the Board shall determine the appropriate exchange or market) on the Grant Date
or such other determination date (or if there is no such reported closing
price, the Fair Market Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale prices on such trading
day) or, if no sale of Share is reported for such trading day, on the next
preceding day on which any sale shall have been reported.  If the Share is not listed on such an exchange,
quoted on such system or traded on such a market, Fair Market Value shall be
the value of the Share as determined by the Board in good faith taking into
account, without limitation, Section 409A of the Code.


 


2.18                           “Family Member” means a person who is a spouse, former
spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother,
sister, brother-in-law, or sister-in-law, including adoptive relationships, of the
Grantee, any person sharing the Grantee’s household (other than a tenant or
employee), a trust in which any one or more of these persons have more than
fifty percent of the beneficial interest, a foundation in which any one or more
of these persons (or the Grantee) control the management of assets, and any
other entity in which one or more of these persons (or the Grantee) own more
than fifty percent of the voting interests.


 


2.19                           “Grant Date” means, as determined by the Board, the latest
to occur of (i) the date as of which the
Board approves an Award, (ii) the date on which the recipient of an Award
first becomes eligible to receive an Award under Section 6
hereof, or (iii) such other date as may be specified by the Board.


 


2.20                           “Grantee” means a person who receives or holds an Award
under the Plan.


 


2.21                           “Incentive Stock Option” means an “incentive stock option”
within the meaning of Section 422 of the Code, or the corresponding
provision of any subsequently enacted tax statute, as amended from time to
time.


 


2.22                           “Non-qualified Share Option” means an Option that is not an
Incentive Stock Option.


 


2.23                           “Option” means an option to purchase one or more Shares
pursuant to the Plan.


 


3





















 


2.24                           “Option Price” means the exercise price for each share of
Share subject to an Option.


 


2.25                           “Other Agreement” shall have the meaning set forth in Section 15 hereof.


 


2.26                           “Outside Trustee” means a member of the Board who is not an
officer or employee of the Company.


 


2.27                           “Performance Award” means an Award made subject to the
attainment of performance goals (as described in Section 14)
over a performance period of up to ten (10) years.


 


2.28                           “Plan” means this Republic Property Trust 2005 Omnibus
Long-Term Incentive Plan.


 


2.29                           “Purchase Price” means the purchase price for each share of
Share pursuant to a grant of Restricted Shares or Unrestricted Shares.


 


2.30                           “Reporting Person” means a person who is required to file
reports under Section 16(a) of the Exchange Act.


 


2.31                           “Restricted Shares” means Shares, awarded to a Grantee
pursuant to Section 10 hereof.


 


2.32                           “SAR Exercise Price” means the per share exercise price of
an SAR granted to a Grantee under Section 9
hereof.


 


2.33                           “Securities Act” means the Securities Act of 1933, as now in
effect or as hereafter amended.


 


2.34                           “Service” means service as a Service Provider to the Company
or an Affiliate.  Unless otherwise stated
in the applicable Award Agreement, a Grantee’s change in position or duties
shall not result in interrupted or terminated Service, so long as such Grantee
continues to be a Service Provider to the Company or an Affiliate.  Subject to the preceding sentence, whether a
termination of Service shall have occurred for purposes of the Plan shall be
determined by the Board, which determination shall be final, binding and
conclusive.


 


2.35                           “Service Provider” means an employee, officer or trustee of
the Company or an Affiliate, or a consultant or adviser currently providing
services to the Company or an Affiliate.


 


2.36                           “Share” or “Shares” means
the common shares of beneficial interest of the Company.


 


4





















 


2.37                           “Share Appreciation Right” or “SAR”
means a right granted to a Grantee under Section 9
hereof.


 


2.38                           “Share Unit” means a bookkeeping entry representing the
equivalent of a Share awarded to a Grantee pursuant to Section 10
hereof.


 


2.39                           “Subsidiary” means any “subsidiary corporation” of the
Company within the meaning of Section 424(f) of the Code.


 


2.40                           “Substitute Awards” means Awards granted upon assumption of,
or in substitution for, outstanding awards previously granted by a company or
other entity acquired by the Company or any Affiliate or with which the Company
or any Affiliate combines.


 


2.41                           “Termination Date” means the date upon which an Option shall
terminate or expire, as set forth in Section 8.3
hereof.


 


2.42                           “Ten Percent Shareholder” means an individual who owns more
than ten percent (10%) of the total combined voting power of all classes of
outstanding share of the Company, its parent or any of its Subsidiaries.  In determining share ownership, the
attribution rules of Section 424(d) of the Code shall be
applied.


 


2.43                           “Unrestricted Shares” means an Award
pursuant to Section 11
hereof.


 


3.                                      ADMINISTRATION OF
THE PLAN


 


3.1.                            Board


 


The Board shall have such powers and authorities
related to the administration of the Plan as are consistent with the Company’s
governing documents and applicable law. 
The Board shall have full power and authority to take all actions and to
make all determinations required or provided for under the Plan, any Award or
any Award Agreement, and shall have full power and authority to take all such
other actions and make all such other determinations not inconsistent with the
specific terms and provisions of the Plan that the Board deems to be necessary
or appropriate to the administration of the Plan, any Award or any Award
Agreement.  All such actions and
determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting or by unanimous consent of the Board executed in
writing in accordance with the Company’s governing documents and applicable law. 
The interpretation and construction by the Board of any provision of the
Plan, any Award or any Award Agreement shall be final, binding and conclusive.


 


3.2.                            Committee.


 


The Board from time to time may delegate to the
Committee such powers and authorities related to the administration and
implementation of the Plan, as set forth in Section 3.1
above and other applicable provisions, as the Board shall determine, consistent
with the governing documents of the Company and applicable law.


 


5





















 


(i)                                     Except
as provided in Subsection (ii) and except as the Board may otherwise
determine, the Committee appointed by the Board to administer the Plan shall be
the Compensation Committee.


 


(ii)                                  The
Board may also appoint one or more separate committees of the Board, each
composed of one or more trustees of the Company who need not be Outside
Trustees, who may administer the Plan with respect to employees or other
Service Providers who are not officers or trustees of the Company, may grant
Awards under the Plan to such employees or other Service Providers, and may
determine all terms of such Awards.


 


In the
event that the Plan, any Award or any Award Agreement entered into hereunder
provides for any action to be taken by or determination to be made by the
Board, such action may be taken or such determination may be made by the
Committee if the power and authority to do so has been delegated to the
Committee by the Board as provided for in this Section.  Unless otherwise expressly determined by the
Board, any such action or determination by the Committee shall be final, binding
and conclusive.  To the extent permitted
by law, the Committee may delegate its authority under the Plan to a member of
the Board.


 


3.3.                            Terms of Awards.


 


Subject to the other terms and conditions of the Plan,
the Board shall have full and final authority to:


 


(i)                                     designate
Grantees,


 


(ii)                                  determine
the type or types of Awards to be made to a Grantee,


 


(iii)                               determine the number of
Shares to be subject to an Award,


 


(iv)                              establish
the terms and conditions of each Award (including, but not limited to, the
exercise price of any Option, the nature and duration of any restriction or
condition (or provision for lapse thereof) relating to the vesting, exercise,
transfer, or forfeiture of an Award or the Shares subject thereto, and any
terms or conditions that may be necessary to qualify Options as Incentive Stock
Options),


 


(v)                                 prescribe
the form of each Award Agreement evidencing an Award, and


 


(vi)                              amend,
modify, or supplement the terms of any outstanding Award.  Such authority specifically includes the
authority, in order to effectuate the purposes of the Plan but without amending
the Plan, to modify Awards to eligible individuals who are foreign nationals or
are individuals who are employed outside the United States to recognize
differences in local law, tax policy, or custom.  Notwithstanding the foregoing, no amendment,
modification or supplement of any Award shall, without the consent of the
Grantee, impair the Grantee’s rights under such Award.


 


The Company may retain the right in an Award Agreement
to cause a forfeiture of the gain realized by a Grantee on account of actions
taken by the Grantee in violation or 


 


6





















 


breach
of or in conflict with any employment agreement, non-competition agreement, any
agreement prohibiting solicitation of employees or clients of the Company or
any Affiliate thereof or any confidentiality
obligation with respect to the Company or any Affiliate thereof
or otherwise in competition with the Company or any Affiliate thereof, to the
extent specified in such Award Agreement applicable to the Grantee.  Furthermore, unless the Board provides
otherwise in the applicable Award Agreement, the Company may annul an Award if
the Grantee is an employee of the Company or an Affiliate thereof and is
terminated for Cause as defined in the applicable Award Agreement or the Plan,
as applicable.


 


Notwithstanding the foregoing, no amendment or
modification may be made to an outstanding Option or SAR which reduces the
Option Price or SAR Exercise Price, either by lowering the Option Price or SAR
Exercise Price or by canceling the outstanding Option or SAR and granting a
replacement Option or SAR with a lower exercise price without the approval of
the shareholders of the Company, provided, that, appropriate adjustments may be
made to outstanding Options and SARs pursuant to Section 17.


 


3.4.                            Deferral Arrangement.


 


The Board may permit or require the deferral of any
award payment into a deferred compensation arrangement, subject to compliance
with Section 409A, where applicable, and such rules and procedures as
it may establish, which may include provisions for the payment or crediting of
interest or dividend equivalents, including converting such credits into
deferred Share equivalents and restricting deferrals to comply with hardship
distribution rules affecting 401(k) plans.


 


3.5.                            No Liability.


 


No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award or Award Agreement.


 


3.6.                            Book Entry


 


Notwithstanding any other provision of this Plan to
the contrary, the Company may elect to satisfy any requirement under this Plan
for the delivery of share certificates through the use of book-entry.


 


4.                                      SHARE SUBJECT TO
THE PLAN


 


Subject to adjustment as provided in Section 17 hereof, the number of Shares available for
issuance under the Plan shall be two million, five hundred thousand (2,500,000).  Share issued or to be issued under the Plan
shall be authorized but unissued shares or issued shares that 


 


7





















 


have
been reacquired by the Company.  If any
shares covered by an Award are not purchased or are forfeited, or if an Award
otherwise terminates without delivery of any Share subject thereto, then the
number of Shares counted against the aggregate number of shares available under
the Plan with respect to such Award shall, to the extent of any such forfeiture
or termination, again be available for making Awards under the Plan.


 


The Board
shall have the right to substitute or assume Awards in connection with mergers,
reorganizations, separations, or other transactions to which Section 424(a) of
the Code applies. The number of Shares reserved pursuant to Section 4 may be increased by the corresponding number
of Awards assumed and, in the case of a substitution, by the net increase in
the number of Shares subject to Awards before and after the substitution.


 


5.                                      EFFECTIVE DATE,
DURATION AND AMENDMENTS


 


5.1.                            Effective Date.


 


The Plan shall be effective as of the Effective Date,
subject to approval of the Plan by the Company’s shareholders within one year
of the Effective Date.  Upon approval of
the Plan by the shareholders of the Company as set forth above, all Awards made
under the Plan on or after the Effective Date shall be fully effective as if
the shareholders of the Company had approved the Plan on the Effective
Date.  If the shareholders fail to
approve the Plan within one year after the Effective Date, any Awards made
hereunder shall be null and void and of no effect.


 


5.2.                            Term.


 


The Plan shall terminate automatically ten (10) years
after its adoption by the Board and may be terminated on any earlier date as
provided in Section 5.3.


 


5.3.                            Amendment and Termination of the
Plan


 


The Board may, at any time and from time to time,
amend, suspend, or terminate the Plan as to any Shares as to which Awards have
not been made.  An amendment shall be
contingent on approval of the Company’s shareholders to the extent stated by
the Board, required by applicable law or required by applicable share exchange
listing requirements.  In addition, an
amendment will be contingent on approval of the Company’s shareholders if the
amendment would:  (i) materially
increase the benefits accruing to participants under the Plan, (ii) materially
increase the aggregate number of Shares that may be issued under the Plan, or (iii) materially
modify the requirements as to eligibility for participation in the Plan.  No Awards shall be made after termination of
the Plan.  No amendment, suspension, or
termination of the Plan shall, without the consent of the Grantee, impair
rights or obligations under any Award theretofore awarded under the Plan.


 


8





















 


6.                                      AWARD
ELIGIBILITY AND LIMITATIONS


 


6.1.                            Service Providers and Other Persons


 


Subject to this Section 6,
Awards may be made under the Plan to: (i)  any Service Provider to the
Company or of any Affiliate, including any Service Provider who is an officer
or trustee of the Company, or of any Affiliate, as the Board shall determine
and designate from time to time, (ii) any Outside Trustee, and (iii) any
other individual whose participation in the Plan is determined to be in the
best interests of the Company by the Board.


 


6.2.                            Successive Awards and Substitute
Awards.


 


An eligible person may receive more than one Award,
subject to such restrictions as are provided herein.  Notwithstanding Sections 8.1
and 9.1, the Option Price of an Option or
the grant price of an SAR that is a Substitute Award may be less than 100% of
the Fair Market Value of a share of Common Share on the original date of grant
provided that the Option Price or grant price in determined in accordance with
the principles of Code Section 424 and the regulations thereunder.


 


6.3.                            Limitation on Shares Subject to
Awards and Cash Awards.


 


During any time when the Company has a class of equity
security registered under Section 12 of the Exchange Act:


 


(i) the maximum number of Shares subject to
Options or SARs that can be awarded under the Plan to any person eligible for
an Award under Section 6 hereof is two
hundred and seventy-five thousand (275,000) per calendar year;


 


(ii) the maximum number of shares that can be
awarded under the Plan, other than pursuant to an Option or SARs, to any person
eligible for an Award under Section 6
hereof is two hundred and seventy-five thousand (275,000) per calendar year;
and


 


(iii) the maximum amount that may be earned as an
Annual Incentive Award or other cash Award in any calendar year by any one
Grantee shall be $3 million and the maximum amount that may be earned as a
Performance Award or other cash Award in respect of a performance period by any
one Grantee shall be $5 million.


 


The preceding limitations in this Section 6.3
are subject to adjustment as provided in Section 17
hereof.


 


7.                                      AWARD AGREEMENT


 


Each Award granted pursuant to the Plan shall be
evidenced by an Award Agreement, in such form or forms as the Board shall from
time to time determine.  Award Agreements
granted from time to time or at the same time need not contain similar
provisions but shall be consistent with the terms of the Plan.  Each Award Agreement evidencing an Award of
Options shall specify whether such Options are intended to be Non-qualified
Share Options or Incentive Stock Options, and in the absence of such
specification such options shall be deemed Non-qualified Share Options.


 


9





















 


8.                                      TERMS AND
CONDITIONS OF OPTIONS


 


8.1.                            Option Price


 


The Option Price of each Option shall be fixed by the
Board and stated in the Award Agreement evidencing such Option.  The Option Price of each Option shall be at
least the Fair Market Value on the Grant Date of a share of Share; provided,
however, that in the event that a Grantee is a Ten Percent Shareholder,
the Option Price of an Option granted to such Grantee that is intended to be an
Incentive Stock Option shall be not less than 110 percent of the Fair Market
Value of a share of Share on the Grant Date. 
In no case shall the Option Price of any Option be less than the par
value of a share of Share.


 


8.2.                            Vesting.


 


Subject to Sections 8.3 and 17.3
hereof, each Option granted under the Plan shall become exercisable at such
times and under such conditions as shall be determined by the Board and stated
in the Award Agreement.  For purposes of
this Section 8.2, fractional numbers of
Shares subject to an Option shall be rounded down to the next nearest whole
number.  No Option shall be exercisable
in whole or in part prior to the date the Plan is approved by the Shareholders
of the Company as provided in Section 5.1
hereof.


 


8.3.                            Term.


 


Each Option granted under the Plan shall terminate,
and all rights to purchase Shares thereunder shall cease, upon the expiration
of ten years from the date such Option is granted, or under such circumstances
and on such date prior thereto as is set forth in the Plan or as may be fixed
by the Board and stated in the Award Agreement relating to such Option (the “Termination
Date”); provided, however, that in the event that the Grantee is
a Ten Percent Shareholder, an Option granted to such Grantee that is intended
to be an Incentive Stock Option shall not be exercisable after the expiration
of five years from its Grant Date.


 


8.4.                            Termination of Service.


 


Each Award Agreement shall set forth the extent to
which the Grantee shall have the right to exercise the Option following
termination of the Grantee’s Service. 
Such provisions shall be determined in the sole discretion of the Board,
need not be uniform among all Options issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination of Service.


 


8.5.                            Limitations on Exercise of Option.


 


Notwithstanding any other provision of the Plan, in no
event may any Option be exercised, in whole or in part, prior to the date the
Plan is approved by the shareholders of the Company as provided herein or after
the occurrence of an event referred to in Section 17
hereof which results in termination of the Option.


 


10





















 


8.6.                            Method of Exercise.


 


An Option that is exercisable may be exercised by the
Grantee’s delivery to the Company of written notice of exercise on any business
day, at the Company’s principal office, on the form specified by the Company.  Such notice shall specify the number of
Shares with respect to which the Option is being exercised and shall be
accompanied by payment in full of the Option Price of the shares for which the
Option is being exercised plus the amount (if any) of federal and/or other
taxes which the Company may, in its judgment, be required to withhold with
respect to an Award.  The minimum number
of Shares with respect to which an Option may be exercised, in whole or in
part, at any time shall be the lesser of (i) 100 shares or such lesser
number set forth in the applicable Award Agreement and (ii) the maximum
number of shares available for purchase under the Option at the time of
exercise.


 


8.7.                            Rights of Holders of Options


 


Unless otherwise stated in the applicable Award
Agreement, an individual holding or exercising an Option shall have none of the
rights of a shareholder (for example, the right to receive cash or dividend
payments or distributions attributable to the subject Shares or to direct the
voting of the subject Shares ) until the Shares covered thereby are fully paid
and issued to him.  Except as provided in
Section 17 hereof, no adjustment
shall be made for dividends, distributions or other rights for which the record
date is prior to the date of such issuance.


 


8.8.                            Delivery of Share Certificates.


 


Promptly after the exercise of an Option by a Grantee
and the payment in full of the Option Price, such Grantee shall be entitled to
the issuance of a share certificate or certificates evidencing his or her ownership
of the Shares subject to the Option.


 


8.9.                            Transferability of Options


 


Except as provided in Section 8.10,
during the lifetime of a Grantee, only the Grantee (or, in the event of legal
incapacity or incompetency, the Grantee’s guardian or legal representative) may
exercise an Option.  Except as provided
in Section 8.10, no Option shall be
assignable or transferable by the Grantee to whom it is granted, other than by
will or the laws of descent and distribution.


 


8.10.                     Family Transfers.


 


If authorized in the applicable Award Agreement, a
Grantee may transfer, not for value, all or part of an Option which is not an
Incentive Stock Option to any Family Member. 
For the purpose of this Section 8.10,
a “not for value” transfer is a transfer which is (i) a gift, (ii) a
transfer under a domestic relations order in settlement of marital property
rights; or (iii) a transfer to an entity in which more than fifty percent
of the voting interests are owned by Family Members (or the Grantee) in
exchange for an interest in that entity. 
Following a transfer under this Section 8.10,
any such Option shall continue to be subject to the same terms and conditions
as were applicable immediately prior to transfer.  Subsequent transfers of transferred Options
are prohibited except to Family Members of the original Grantee in accordance
with this Section 8.10 or by will or the
laws of descent and distribution.  The
events of termination of Service of Section 8.4


 


11





















 


hereof
shall continue to be applied with respect to the original Grantee, following
which the Option shall be exercisable by the transferee only to the extent, and
for the periods specified, in Section 8.4.


 


8.11.                     Limitations on Incentive Stock
Options.


 


An Option shall constitute an Incentive Stock Option
only (i) if the Grantee of such Option is an employee of the Company or
any Subsidiary of the Company; (ii) to the extent specifically provided in
the related Award Agreement; and (iii) to the extent that the aggregate
Fair Market Value (determined at the time the Option is granted) of the Shares
with respect to which all Incentive Stock Options held by such Grantee become
exercisable for the first time during any calendar year (under the Plan and all
other plans of the Grantee’s employer and its Affiliates) does not exceed
$100,000.  This limitation shall be
applied by taking Options into account in the order in which they were granted.


 


9.                                      TERMS AND
CONDITIONS OF SHARE APPRECIATION RIGHTS


 


9.1.                            Right to Payment and Grant Price.


 


An SAR shall confer on the Grantee to whom it is
granted a right to receive, upon exercise thereof, the excess of (A) the
Fair Market Value of one share of Share on the date of exercise over (B) the
grant price of the SAR as determined by the Board.  The Award Agreement for an SAR shall specify
the grant price of the SAR, which shall be at least the  Fair Market Value of a share of Share on the
date of grant.  SARs may be granted in conjunction with all or part of an Option granted
under the Plan or at any subsequent time during the term of such Option, in
conjunction with all or part of any other Award or without regard to any Option
or other Award.  An SAR granted in
tandem with an outstanding Option following the Grant Date of such Option may have
a grant price that is equal to the Option Price, even if such grant price is
less than the Fair Market Value of a share of Share on the grant date of the
SAR.


 


9.2.                            Other Terms.


 


The Board shall determine at the date of grant or
thereafter, the time or times at which and the circumstances under which an SAR
may be exercised in whole or in part (including based on achievement of
performance goals and/or future service requirements), the time or times at
which SARs shall cease to be or become exercisable following termination of
Service or upon other conditions, the method of exercise, method of settlement,
form of consideration payable in settlement, method by or forms in which Share
will be delivered or deemed to be delivered to Grantees, whether or not an SAR
shall be in tandem or in combination with any other Award, and any other terms
and conditions of any SAR.


 


12





















 


10.                               TERMS AND
CONDITIONS OF RESTRICTED SHARES AND SHARE UNITS


 


10.1.                     Grant of Restricted Shares or Share
Units.


 


Awards of Restricted Shares or Share Units may be made
for no consideration (other than par value of the shares which is deemed paid
by Services already rendered).  Share
Units may also be referred to as performance shares.  If so indicated in the Award Agreement at the
time of grant, a Grantee may vest in more than 100% of the number of Share
Units awarded to the Grantee.


 


10.2.                     Restrictions.


 


At the time a grant of Restricted Shares or Share
Units is made, the Board may, in its sole discretion, establish a period of
time (a “restricted period”) applicable to such Restricted Shares or Share
Units.  Each Award of Restricted Shares
or Share Units may be subject to a different restricted period.  The Board may, in its sole discretion, at the
time a grant of Restricted Shares or Share Units is made, prescribe
restrictions in addition to or other than the expiration of the restricted
period, including the satisfaction of corporate or individual performance
objectives, which may be applicable to all or any portion of the Restricted
Shares or Share Units in accordance with Section 14.1 and 14.2.  Neither
Restricted Shares nor Share Units may be sold, transferred, assigned, pledged
or otherwise encumbered or disposed of during the restricted period or prior to
the satisfaction of any other restrictions prescribed by the Board with respect
to such Restricted Shares or Share Units. 
No Grantee shall be permitted to make an election under Section 83(b) of
the Code with regard to a grant of Restricted Shares, and any Grantee who makes
such an election shall automatically forfeit such Restricted Shares.


 


10.3.                     Restricted Shares Certificates.


 


The Company shall issue, in the name of each Grantee
to whom Restricted Shares has been granted, share certificates representing the
total number of shares of Restricted Shares granted to the Grantee, as soon as
reasonably practicable after the Grant Date. 
The Board may provide in an Award Agreement that either (i)  the
Secretary of the Company shall hold such certificates for the Grantee’s benefit
until such time as the Restricted Shares is forfeited to the Company or the
restrictions lapse, or (ii)  such certificates shall be delivered to the
Grantee, provided, however, that such certificates shall bear a
legend or legends that comply with the applicable securities laws and
regulations and makes appropriate reference to the restrictions imposed under
the Plan and the Award Agreement.


 


10.4.                     Rights of Holders of Restricted
Shares.


 


Unless the Board otherwise provides in an Award
Agreement, holders of Restricted Shares shall have the right to vote such Share
and the right to receive any dividends declared or paid with respect to such
Share.  The Board may provide that any
dividends paid on Restricted Shares must be reinvested in Shares, which may or
may not be subject to the same vesting conditions and restrictions applicable
to such Restricted Shares.  All
distributions, if any, received by a Grantee with respect to Restricted Shares
as a result of any share split, share dividend, combination of shares, or other
similar transaction shall be subject to the restrictions applicable to the
original Grant.


 


13





















 


10.5.                     Rights of Holders of Share Units.


 


10.5.1.           Voting and Dividend Rights.


 


Unless the Board otherwise provides in an Award
Agreement, holders of Share Units shall have no rights as shareholders of the
Company.  The Board may provide in an
Award Agreement evidencing a grant of Share Units that the holder of such Share
Units shall be entitled to receive, upon the Company’s payment of a cash
dividend on its outstanding Share, a cash payment for each Share Unit held
equal to the per-share dividend paid on the Share.  Such Award Agreement may also provide that
such cash payment will be deemed reinvested in additional Share Units at a
price per unit equal to the Fair Market Value of a share of Share on the date
that such dividend is paid.


 


10.5.2.           Creditor’s Rights.


 


A holder of Share Units shall have no rights other
than those of a general creditor of the Company.  Share Units represent an unfunded and
unsecured obligation of the Company, subject to the terms and conditions of the
applicable Award Agreement.


 


10.6.                     Termination of Service.


 


Unless the Board otherwise provides in an Award
Agreement or in writing after the Award Agreement is issued, upon the
termination of a Grantee’s Service, any Restricted Shares or Share Units held
by such Grantee that have not vested, or with respect to which all applicable
restrictions and conditions have not lapsed, shall immediately be deemed
forfeited.  Upon forfeiture of Restricted
Shares or Share Units, the Grantee shall have no further rights with respect to
such Award, including but not limited to any right to vote Restricted Shares or
any right to receive dividends with respect to shares of Restricted Shares or
Share Units.


 


10.7.                     Purchase of Restricted Shares.


 


The Grantee shall be required, to the extent required
by applicable law, to purchase the Restricted Shares from the Company at a
Purchase Price equal to the greater of (i) the aggregate par value of the
Shares represented by such Restricted Shares or (ii) the Purchase Price,
if any, specified in the Award Agreement relating to such Restricted
Shares.  The Purchase Price shall be
payable in a form described in Section 12 or,
in the discretion of the Board, in consideration for past Services rendered to
the Company or an Affiliate.


 


10.8.                     Delivery of Share.


 


Upon the expiration or termination of any restricted
period and the satisfaction of any other conditions prescribed by the Board,
the restrictions applicable to shares of Restricted Shares or Share Units
settled in Share shall lapse, and, unless otherwise provided in the Award
Agreement, a share certificate for such shares shall be delivered, free of all
such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as
the case may be.


 


14





















 


11.                               TERMS AND
CONDITIONS OF UNRESTRICTED SHARES AWARDS


 


The Board may, in its sole discretion, grant (or sell
at par value or such other higher purchase price determined by the Board) an
Unrestricted Shares Award to any Grantee pursuant to which such Grantee may
receive Shares free of any restrictions (“Unrestricted Shares”) under the
Plan.  Unrestricted Shares Awards may be
granted or sold as described in the preceding sentence in respect of past
services and other valid consideration, or in lieu of, or in addition to, any
cash compensation due to such Grantee.


 


12.                               FORM OF
PAYMENT FOR OPTIONS AND RESTRICTED SHARES


 


12.1.                     General Rule.


 


Payment of the Option Price for the shares purchased
pursuant to the exercise of an Option or the Purchase Price for Restricted
Shares shall be made in cash or in cash equivalents acceptable to the Company.


 


12.2.                     Surrender of Share.


 


To the extent the Award Agreement so provides, payment
of the Option Price for shares purchased pursuant to the exercise of an Option
or the Purchase Price for Restricted Shares may be made all or in part through
the tender to the Company of Shares, which shares, if acquired from the Company
and if so required by the Company, shall have been held for at least six months
at the time of tender and which shall be valued, for purposes of determining
the extent to which the Option Price or Purchase Price has been paid thereby,
at their Fair Market Value on the date of exercise or surrender.


 


12.3.                     Cashless Exercise.


 


With respect to an Option only (and not with respect
to Restricted Shares), to the extent permitted by law and to the extent the
Award Agreement so provides, payment of the Option Price for shares purchased
pursuant to the exercise of an Option may be made all or in part by delivery
(on a form acceptable to the Board) of an irrevocable direction to a licensed
securities broker acceptable to the Company to sell Shares and to deliver all
or part of the sales proceeds to the Company in payment of the Option Price and
any withholding taxes described in Section 18.3.


 


12.4.                     Other Forms of Payment.


 


To the extent the Award Agreement so provides, payment
of the Option Price for shares purchased pursuant to exercise of an Option or
the Purchase Price for Restricted Shares may be made in any other form that is
consistent with applicable laws, regulations and rules.


 


15





















 


13.                               TERMS AND
CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS


 


13.1.                     Dividend Equivalent Rights.


 


A Dividend Equivalent Right is an Award entitling the
recipient to receive credits based on cash distributions that would have been
paid on the Shares specified in the Dividend Equivalent Right (or other award
to which it relates) if such shares had been issued to and held by the
recipient.  A Dividend Equivalent Right
may be granted hereunder to any Grantee. 
The terms and conditions of Dividend Equivalent Rights shall be
specified in the grant.  Dividend
equivalents credited to the holder of a Dividend Equivalent Right may be paid
currently or may be deemed to be reinvested in additional Shares, which may
thereafter accrue additional equivalents. 
Any such reinvestment shall be at Fair Market Value on the date of
reinvestment.  Dividend Equivalent Rights
may be settled in cash or Share or a combination thereof, in a single
installment or installments, all determined in the sole discretion of the
Board.  A Dividend Equivalent Right
granted as a component of another Award may provide that such Dividend
Equivalent Right shall be settled upon exercise, settlement, or payment of, or
lapse of restrictions on, such other award, and that such Dividend Equivalent
Right shall expire or be forfeited or annulled under the same conditions as
such other award.  A Dividend Equivalent
Right granted as a component of another Award may also contain terms and conditions
different from such other award.


 


13.2.                     Termination of Service.


 


Except as may otherwise be provided by the Board either in the Award
Agreement or in writing after the Award Agreement is issued, a Grantee’s rights
in all Dividend Equivalent Rights or interest equivalents shall automatically
terminate upon the Grantee’s termination of Service for any reason.


 


14.                               TERMS AND
CONDITIONS OF PERFORMANCE AND ANNUAL INCENTIVE AWARDS


 


14.1.                     Performance Conditions


 


The right of a
Grantee to exercise or receive a grant or settlement of any Award, and the
timing thereof, may be subject to such performance conditions as may be
specified by the Board.  The Board may
use such business criteria and other measures of performance as it may deem
appropriate in establishing any performance conditions, and may exercise its
discretion to reduce the amounts payable under any Award subject to performance
conditions, except as limited under Sections 14.2 hereof
in the case of a Performance Award or Annual Incentive Award intended to
qualify under Code Section 162(m). 
If and to the extent required under Code Section 162(m), any power
or authority relating to a Performance Award or Annual Incentive Award intended
to qualify under Code Section 162(m), shall be exercised by the Committee
and not the Board.


 


16





















 


14.2.                     Performance or Annual Incentive
Awards Granted to Designated Covered Employees


 


If and to the
extent that the Committee determines that a Performance or Annual Incentive
Award to be granted to a Grantee who is designated by the Committee as likely
to be a Covered Employee should qualify as “performance-based compensation” for
purposes of Code Section 162(m), the grant, exercise and/or settlement of
such Performance or Annual Incentive Award shall be contingent upon achievement
of pre-established performance goals and other terms set forth in this Section 14.2.


 


14.2.1.           Performance Goals Generally.


 


The performance goals for such Performance or Annual
Incentive Awards shall consist of one or more business criteria and a targeted
level or levels of performance with respect to each of such criteria, as
specified by the Committee consistent with this Section 14.2.  Performance goals shall be objective and
shall otherwise meet the requirements of Code Section 162(m) and
regulations thereunder including the requirement that the level or levels of
performance targeted by the Committee result in the achievement of performance
goals being “substantially uncertain.” 
The Committee may determine that such Performance or Annual Incentive
Awards shall be granted, exercised and/or settled upon achievement of any one
performance goal or that two or more of the performance goals must be achieved
as a condition to grant, exercise and/or settlement of such Performance or
Annual Incentive Awards.  Performance
goals may differ for Performance or Annual Incentive Awards granted to any one
Grantee or to different Grantees.


 


14.2.2.           Business Criteria.


 


One or more of the following business criteria for the
Company, on a consolidated basis, and/or specified subsidiaries or business
units of the Company (except with respect to the total shareholder return and
earnings per share criteria), shall be used exclusively by the Committee in
establishing performance goals for such Performance or Annual Incentive Awards:
(1) total shareholder return; (2) such total shareholder return as
compared to total return (on a comparable basis) of a publicly available index
such as, but not limited to, the Standard & Poor’s 500 Share Index; (3) net
income; (4) pretax earnings; (5) earnings before interest expense,
taxes, depreciation and amortization; (6) pretax operating earnings after
interest expense and before bonuses, service fees, and extraordinary or special
items; (7) operating margin; (8) earnings per share; (9) return
on equity; (10) return on capital; (11) return on investment; (12)
operating earnings; (13) working capital; (14) ratio of debt to shareholders’
equity, (15) revenue and (16) funds from operations.  Business criteria may be measured on an
absolute basis or on a relative basis (i.e., performance relative to peer
companies) and on a GAAP or non-GAAP basis.


 


14.2.3.                       Timing For Establishing Performance
Goals.


 


Performance goals shall be established not later than
90 days after the beginning of any performance period applicable to such
Performance or Annual Incentive Awards, or at such other date as may be
required or permitted for “performance-based compensation” under Code Section 162(m).


 


17





















 


14.2.4.                       Settlement of Performance or Annual
Incentive Awards; Other Terms.


 


Settlement of such Performance or Annual Incentive
Awards shall be in cash, Share, other Awards or other property, in the
discretion of the Committee.  The
Committee may, in its discretion, reduce the amount of a settlement otherwise
to be made in connection with such Performance or Annual Incentive Awards.  The Committee shall specify the circumstances
in which such Performance or Annual Incentive Awards shall be paid or forfeited
in the event of termination of Service by the Grantee prior to the end of a
performance period or settlement of Performance Awards.


 


14.3.                     Written Determinations.


 


All
determinations by the Committee as to the establishment of performance goals,
the amount of any Performance Award pool or potential individual Performance
Awards and as to the achievement of performance goals relating to Performance
Awards, and the amount of any Annual Incentive Award pool or potential
individual Annual Incentive Awards and the amount of final Annual Incentive
Awards, shall be made in writing in the case of any Award intended to qualify
under Code Section 162(m).  To the
extent required to comply with Code Section 162(m), the Committee may
delegate any responsibility relating to such Performance Awards or Annual
Incentive Awards.


 


14.4.                     Status of Section 14.2 Awards
Under Code Section 162(m)


 


It is the
intent of the Company that Performance Awards and Annual Incentive Awards under
Section 14.2 hereof granted to
persons who are designated by the Committee as likely to be Covered Employees
within the meaning of Code Section 162(m) and regulations thereunder
shall, if so designated by the Committee, constitute “qualified
performance-based compensation” within the meaning of Code Section 162(m)
and regulations thereunder.  Accordingly,
the terms of Section 14.2, including the
definitions of Covered Employee and other terms used therein, shall be
interpreted in a manner consistent with Code Section 162(m) and
regulations thereunder.  The foregoing
notwithstanding, because the Committee cannot determine with certainty whether
a given Grantee will be a Covered Employee with respect to a fiscal year that
has not yet been completed, the term Covered Employee as used herein shall mean
only a person designated by the Committee, at the time of grant of Performance
Awards or an Annual Incentive Award, as likely to be a Covered Employee with
respect to that fiscal year.  If any
provision of the Plan or any agreement relating to such Performance Awards or
Annual Incentive Awards does not comply or is inconsistent with the
requirements of Code Section 162(m) or regulations thereunder, such
provision shall be construed or deemed amended to the extent necessary to
conform to such requirements.


 


15.                               PARACHUTE
LIMITATIONS


 


Notwithstanding any other provision of this Plan or of
any other agreement, contract, or understanding heretofore or hereafter entered
into by a Grantee with the Company or any Affiliate, except an agreement,
contract, or understanding hereafter entered into that 


 


18





















 


expressly
modifies or excludes application of this paragraph (an “Other Agreement”), and
notwithstanding any formal or informal plan or other arrangement for the direct
or indirect provision of compensation to the Grantee (including groups or
classes of Grantees or beneficiaries of which the Grantee is a member), whether
or not such compensation is deferred, is in cash, or is in the form of a
benefit to or for the Grantee (a “Benefit Arrangement”), if the Grantee is a “disqualified
individual,” as defined in Section 280G(c) of the Code, any Option,
Restricted Shares or Share Unit held by that Grantee and any right to receive
any payment or other benefit under this Plan shall not become exercisable or
vested (i) to the extent that such right to exercise, vesting, payment, or
benefit, taking into account all other rights, payments, or benefits to or for
the Grantee under this Plan, all Other Agreements, and all Benefit Arrangements,
would cause any payment or benefit to the Grantee under this Plan to be
considered a “parachute payment” within the meaning of Section 280G(b)(2) of
the Code as then in effect (a “Parachute Payment”) and (ii) if, as
a result of receiving a Parachute Payment, the aggregate after-tax amounts
received by the Grantee from the Company under this Plan, all Other Agreements,
and all Benefit Arrangements would be less than the maximum after-tax amount
that could be received by the Grantee without causing any such payment or
benefit to be considered a Parachute Payment. 
In the event that the receipt of any such right to exercise, vesting,
payment, or benefit under this Plan, in conjunction with all other rights,
payments, or benefits to or for the Grantee under any Other Agreement or any
Benefit Arrangement would cause the Grantee to be considered to have received a
Parachute Payment under this Plan that would have the effect of decreasing the
after-tax amount received by the Grantee as described in clause (ii) of
the preceding sentence, then the Grantee shall have the right, in the Grantee’s
sole discretion, to designate those rights, payments, or benefits under this
Plan, any Other Agreements, and any Benefit Arrangements that should be reduced
or eliminated so as to avoid having the payment or benefit to the Grantee under
this Plan be deemed to be a Parachute Payment.


 


16.                               REQUIREMENTS OF
LAW


 


16.1.                     General.


 


The Company shall not be required to sell or issue any
Shares under any Award if the sale or issuance of such shares would constitute
a violation by the Grantee, any other individual exercising an Option, or the
Company of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations.  If at any time the Company
shall determine, in its discretion, that the listing, registration or
qualification of any shares  subject to
an Award upon any securities exchange or under any governmental regulatory body
is necessary or desirable as a condition of, or in connection with, the
issuance or purchase of shares hereunder, no Shares may be issued or sold to
the Grantee or any other individual exercising an Option pursuant to such Award
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Company, and any delay caused thereby shall in no way affect the date of
termination of the Award.  Specifically, in
connection with the Securities Act, upon the exercise of any Option or the
delivery of any Shares underlying an Award, unless a registration statement
under such Act is in effect with respect to the Shares covered by such Award,
the Company shall not be required to sell or issue such 


 


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shares
unless the Board has received evidence satisfactory to it that the Grantee or
any other individual exercising an Option may acquire such shares  pursuant to an exemption from registration
under the Securities Act.  Any
determination in this connection by the Board shall be final, binding, and
conclusive.  The Company may, but shall
in no event be obligated to, register any securities covered hereby pursuant to
the Securities Act.  The Company shall
not be obligated to take any affirmative action in order to cause the exercise
of an Option or the issuance of Shares pursuant to the Plan to comply with any
law or regulation of any governmental authority.  As to any jurisdiction that expressly imposes
the requirement that an Option shall not be exercisable until the Shares
covered by such Option are registered or are exempt from registration, the
exercise of such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.


 


16.2.                     Rule 16b-3.


 


During any time when the Company has a class of equity
security registered under Section 12 of the Exchange Act, it is the intent
of the Company that Awards pursuant to the Plan and the exercise of Options
granted hereunder will qualify for the exemption provided by Rule 16b-3
under the Exchange Act.  To the extent
that any provision of the Plan or action by the Board does not comply with the
requirements of Rule 16b-3, it shall be deemed inoperative to the extent
permitted by law and deemed advisable by the Board, and shall not affect the
validity of the Plan.  In the event that Rule 16b-3
is revised or replaced, the Board may exercise its discretion to modify this
Plan in any respect necessary to satisfy the requirements of, or to take
advantage of any features of, the revised exemption or its replacement.


 


17.                               EFFECT OF
CHANGES IN CAPITALIZATION


 


17.1.                     Changes in Share.


 


If the number of outstanding Shares is increased or decreased or the
Shares are changed into or exchanged for a different number or kind of shares
or other securities of the Company on account of any recapitalization,
reclassification, share split, reverse split, combination of shares, exchange
of shares, share dividend or other distribution payable in capital share, or
other increase or decrease in such shares effected without receipt of
consideration by the Company occurring after the Effective Date, the number and
kinds of shares for which grants of Options and other Awards may be made under
the Plan shall be adjusted proportionately and accordingly by the Company.  In addition, the number and kind of shares
for which Awards are outstanding shall be adjusted proportionately and accordingly
so that the proportionate interest of the Grantee immediately following such
event shall, to the extent practicable, be the same as immediately before such
event.  Any such adjustment in
outstanding Options or SARs shall not change the aggregate Option Price or SAR
Exercise Price payable with respect to shares that are subject to the
unexercised portion of an outstanding Option or SAR, as applicable, but shall
include a corresponding proportionate adjustment in the Option Price or SAR
Exercise Price per share.  The conversion
of any convertible securities of the Company shall not be treated as an
increase in shares effected without receipt of consideration.   Notwithstanding the foregoing, in the event
of any distribution to the Company’s shareholders of securities of any other
entity or other assets 


 


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(including an extraordinary cash dividend but excluding a
non-extraordinary dividend payable in cash or in share of the Company)
without receipt of consideration by the Company, the Company may, in such
manner as the Company deems appropriate, adjust (i) the number and kind of
shares subject to outstanding Awards and/or (ii) the exercise price of
outstanding Options and Share Appreciation Rights to reflect such distribution.


 


17.2.                     Reorganization in Which the Company
Is the Surviving Entity Which does not Constitute a Corporate Transaction.


 


Subject to Section 17.3
hereof, if the Company shall be the surviving entity in any reorganization,
merger, or consolidation of the Company with one or more other entities which
does not constitute a Corporate Transaction, any Option or SAR theretofore
granted pursuant to the Plan shall pertain to and apply to the securities to
which a holder of the number of Shares subject to such Option or SAR would have
been entitled immediately following such reorganization, merger, or
consolidation, with a corresponding proportionate adjustment of the Option
Price or SAR Exercise Price per share so that the aggregate Option Price or SAR
Exercise Price thereafter shall be the same as the aggregate Option Price or
SAR Exercise Price of the shares remaining subject to the Option or SAR
immediately prior to such reorganization, merger, or consolidation.  Subject to any contrary language in an Award
Agreement evidencing an Award, any restrictions applicable to such Award shall
apply as well to any replacement shares received by the Grantee as a result of
the reorganization, merger or consolidation. 
In the event of a transaction described in this Section 17.2, Share
Units shall be adjusted so as to apply to the securities that a holder of the
number of Shares subject to the Share Units would have been entitled to receive
immediately following such transaction.


 


17.3.                     Corporate Transaction.


 


Subject to the exceptions set forth in the last
sentence of this Section 17.3 and the last
sentence of Section 17.4:


 


(i) upon the occurrence of a Corporate
Transaction, all outstanding shares of Restricted Shares shall be deemed to
have vested, and all Share Units shall be deemed to have vested and the Shares
subject thereto shall be delivered, immediately prior to the occurrence of such
Corporate Transaction, and


 


(ii) either of the following two actions shall be
taken:


 


(A) fifteen days prior to the scheduled
consummation of a Corporate Transaction, all Options and SARs outstanding
hereunder shall become immediately exercisable and shall remain exercisable for
a period of fifteen days, or


 


(B) the Board may elect, in its sole discretion,
to cancel any outstanding Awards of Options, Restricted Shares, Share Units,
and/or SARs and pay or deliver, or cause to be paid or delivered, to the holder
thereof an amount in cash or securities having a value (as determined by the
Board acting in good faith), in the case of Restricted Shares or Share Units,
equal to the formula or fixed price per share paid to holders of Shares and, in
the case of Options or SARs, equal to the product of the number of Shares
subject to the Option or SAR (the “Award Shares”) multiplied by the amount, if
any, by which (I) the formula or fixed 


 


21





















 


price
per share paid to holders of Shares pursuant to such transaction exceeds (II)
the Option Price or SAR Exercise Price applicable to such Award Shares.


 


With respect to the Company’s establishment of an
exercise window, (i) any exercise of an Option or SAR during such
fifteen-day period shall be conditioned upon the consummation of the event and
shall be effective only immediately before the consummation of the event, and (ii) upon
consummation of any Corporate Transaction the Plan, and all outstanding but
unexercised Options and SARs shall terminate. 
The Board shall send written notice of an event that will result in such
a termination to all individuals who hold Options and SARs not later than the
time at which the Company gives notice thereof to its shareholders.  This Section 17.3
shall not apply to any Corporate Transaction to the extent that provision is
made in writing in connection with such Corporate Transaction for the
assumption or continuation of the Options, SARs, Share Units and Restricted
Shares theretofore granted, or for the substitution for such Options, SARs,
Share Units and Restricted Shares for new common share options and share
appreciation rights and new common share units and restricted shares relating
to the share of a successor entity, or a parent or subsidiary thereof, with
appropriate adjustments as to the number of shares (disregarding any
consideration that is not common share) and option and share appreciation right
exercise prices, in which event the Plan, Options, SARs, Share Units and
Restricted Shares theretofore granted shall continue in the manner and under
the terms so provided.


 


17.4.                     Adjustments.


 


Adjustments under this Section 17
related to Shares or securities of the Company shall be made by the Board,
whose determination in that respect shall be final, binding and
conclusive.  No fractional shares or
other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case
by rounding downward to the nearest whole share. The Board shall determine the
effect of a Corporate Transaction upon Awards other than Options, SARs, Share Units
and Restricted Shares, and such effect shall be set forth in the appropriate
Award Agreement.  The Board may provide
in the Award Agreements at the time of grant, or any time thereafter with the
consent of the Grantee, for different provisions to apply to an Award in place
of those described in Sections 17.1, 17.2
and 17.3.


 


17.5.                     No Limitations on Company.


 


The making of Awards pursuant to the Plan shall not
affect or limit in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations, or changes of its capital or
business structure or to merge, consolidate, dissolve, or liquidate, or to sell
or transfer all or any part of its business or assets.


 


18.                               GENERAL
PROVISIONS


 


18.1.                     Disclaimer of Rights


 


No provision in the Plan or in any Award or Award
Agreement shall be construed to confer upon any individual the right to remain
in the employ or service of the Company or any Affiliate, or to interfere in
any way with any contractual or other right or authority of the 


 


22





















 


Company
either to increase or decrease the compensation or other payments to any
individual at any time, or to terminate any employment or other relationship
between any individual and the Company. 
In addition, notwithstanding anything contained in the Plan to the
contrary, unless otherwise stated in the applicable Award Agreement, no Award
granted under the Plan shall be affected by any change of duties or position of
the Grantee, so long as such Grantee continues to be a trustee, officer,
consultant or employee of the Company or an Affiliate.  The obligation of the Company to pay any
benefits pursuant to this Plan shall be interpreted as a contractual obligation
to pay only those amounts described herein, in the manner and under the
conditions prescribed herein.  The Plan
shall in no way be interpreted to require the Company to transfer any amounts
to a third party trustee or otherwise hold any amounts in trust or escrow for
payment to any Grantee or beneficiary under the terms of the Plan.


 


18.2.                     Nonexclusivity of the Plan


 


Neither the adoption of the Plan nor the submission of
the Plan to the shareholders of the Company for approval shall be construed as
creating any limitations upon the right and authority of the Board to adopt
such other incentive compensation arrangements (which arrangements may be
applicable either generally to a class or classes of individuals or
specifically to a particular individual or particular individuals) as the Board
in its discretion determines desirable, including, without limitation, the
granting of share options otherwise than under the Plan.


 


18.3.                     Withholding Taxes


 


The Company or an Affiliate, as the case may be, shall
have the right to deduct from payments of any kind otherwise due to a Grantee
any federal, state, or local taxes of any kind required by law to be withheld
with respect to the vesting of or other lapse of restrictions applicable to an
Award or upon the issuance of any Shares upon the exercise of an Option or
pursuant to an Award.  At the time of
such vesting, lapse, or exercise, the Grantee shall pay to the Company or the
Affiliate, as the case may be, any amount that the Company or the Affiliate may
reasonably determine to be necessary to satisfy such withholding
obligation.  Subject to the prior
approval of the Company or the Affiliate, which may be withheld by the Company
or the Affiliate, as the case may be, in its sole discretion, the Grantee may
elect to satisfy such obligations, in whole or in part, (i) by causing the
Company or the Affiliate to withhold Shares otherwise issuable to the Grantee
or (ii) by delivering to the Company or the Affiliate Shares already owned
by the Grantee.  The Shares so delivered
or withheld shall have an aggregate Fair Market Value equal to such withholding
obligations.  The Fair Market Value of
the Shares used to satisfy such withholding obligation shall be determined by
the Company or the Affiliate as of the date that the amount of tax to be
withheld is to be determined.  A Grantee
who has made an election pursuant to this Section 18.3
may satisfy his or her withholding obligation only with Shares that are not
subject to any repurchase, forfeiture, unfulfilled vesting, or other similar
requirements.


 


18.4.                     Captions


 


The use of captions in this Plan or any Award
Agreement is for the convenience of reference only and shall not affect the
meaning of any provision of the Plan or such Award Agreement.


 


23





















 


18.5.                     Other Provisions


 


Each Award granted under the Plan may contain such
other terms and conditions not inconsistent with the Plan as may be determined
by the Board, in its sole discretion.


 


18.6.                     Number and Gender


 


With respect to words used in this Plan, the singular
form shall include the plural form, the masculine gender shall include the
feminine gender, etc., as the context requires.


 


18.7.                     Severability


 


If any provision of the Plan or any Award Agreement
shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable
and enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.


 


18.8.                     Governing Law


 


The validity and construction of this Plan and the
instruments evidencing the Awards hereunder shall be governed by the laws of
the State of Delaware, other than any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of this
Plan and the instruments evidencing the Awards granted hereunder to the
substantive laws of any other jurisdiction.


 


18.9.                     Section 409A of the Code


 


The Board intends to comply with Section 409A of The
Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption to
Section 409A, with regard to Awards hereunder that constitute nonqualified
deferred compensation within the meaning of Section 409A.  To the extent that the Board determines that
a Grantee would be subject to the additional 20% tax imposed on certain nonqualified
deferred compensation arrangements pursuant to Section 409A, as a result
of any provision of any Award granted under this Plan, such provision shall be
deemed amended to the minimum extent necessary to avoid application of such
additional tax.  The nature of any such
amendment shall be determined by the Board.


 


*    *    *


 


24





















 


To record adoption of the Plan by the Board as of December 13, 2005,
and approval of the Plan by the shareholders on December 13, 2005, the Company
has caused its authorized officer to execute the Plan.


 


 


	
   

  	
  Republic
  Property Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mark R. Keller

  
	
   

  	
  Title:

  	
    Chief Executive Officer

  



 


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