EX-10.2






Exhibit 10.2




CAMPUS CREST COMMUNITIES, INC.

EQUITY INCENTIVE COMPENSATION PLAN




ARTICLE 1

PURPOSE



     1.1. GENERAL. The purpose of the Campus Crest Communities, Inc. Equity Incentive
Compensation Plan (the “Plan”) is to promote the success, and enhance the value, of Campus Crest
Communities, Inc., a Maryland corporation (the “Company”), and its subsidiaries, by linking the
personal interests of their employees, officers and directors to those of Company stockholders and
by providing such persons with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Company by increasing its ability to motivate, attract, and
retain the services of employees, officers and directors upon whose judgment, interest, and special
effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the
Plan permits the grant of incentive awards from time to time to selected employees.



ARTICLE 2

EFFECTIVE DATE




     2.1. EFFECTIVE DATE. The Plan shall be effective as of the date upon which it shall
be approved by the stockholders of the Company (the “Effective Date”). The Plan shall be submitted
to the stockholders of the Company for approval within 6 months of the approval thereof by the
Board.



ARTICLE 3

DEFINITIONS




     3.1. DEFINITIONS. When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or phrase shall
generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly
different meaning is required by the context. The following words and phrases shall have the
following meanings:




     (a) “Award” means any grant or award of Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Performance Shares, Performance Units, Dividend Equivalents, or
Other Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a
Participant under the Plan.




     (b) “Award Agreement” means an agreement, contract, other instrument or document or other
evidence approved by the Board evidencing an Award. An Award Agreement may be in an electronic
medium, may be solely evidenced by a notation on the Company’s books and records, and need not
be signed by a representative of the Company or a Participant. An Award Agreement may be in the
form of individual award agreements or certificates or a



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document describing the terms and provisions of an Award or series of Awards under the Plan.




     (c) “Board” means the Board of Directors of the Company.




     (d) “Change in Control” with respect to any Award has the meaning assigned to the term in
the change in control agreement, if any, between the Participant and the Company, provided,
however that if there is no such change in control agreement, it shall mean any of the following
events:




     (i) the acquisition at any time by a “person” or “group” (as such terms are
used in Sections 13(d) and 14(d)(2) of the 1934 Act (as defined herein)) who or which are the beneficial owners (as defined in Rule
13(d)-3 under the 1934 Act), directly or indirectly, of securities representing
more than thirty-five percent (35%) of the combined voting power in the election of
directors of the then outstanding securities of the Company or any successor of the
Company, unless the acquisition of securities resulting in such ownership by such
person or group had been approved by the Board of Directors of the Company;




     (ii) within any twelve-month period (beginning on or after the Effective Date)
the date a majority of members of the Company’s Board of Directors is replaced by
directors whose appointment or election is not endorsed by a majority of the members
of the Company’s Board of Directors before the date of the appointment or election;
or




     (iii) within any twelve-month period (beginning on or after the Effective Date)
the acquisition by any one person, or more than one person acting as a group, of the
assets of the Company that have a total gross fair market value of eighty-five
percent (85%) or more of the total gross fair market value of all of the assets of
the the Company immediately before such acquisition or acquisitions; provided that
such person or persons is not an entity controlled by the Company or the
shareholders of the Company.




     (e) “Code” means the Internal Revenue Code of 1986, as amended from time to time.




     (f) “Committee” means the committee of the Board described in Article 4.




     (g) “Company” means Campus Crest Communities, Inc., a Maryland corporation, or any
successor corporation.




     (h) “Covered Employee” means a covered employee as defined in Code Section 162(m)(3) or the
regulations thereunder.



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     (i) “Disability” means a physical or mental condition which is expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months
and which renders the Participant incapable of performing the work for which he is employed or
similar work, as evidenced by eligibility for and actual receipt of benefits payable under a
group Equity disability plan or policy maintained by the Company or any of its Subsidiaries that
is by its terms applicable to the Participant.




     (j) “Dividend Equivalent” means a right granted to a Participant under Article 11.




     (k) “Effective Date” has the meaning assigned such term in Section 2.1.




     (l) “Full Value Award” means an Award other than in the form of an Option which is settled
by the issuance of stock.




     (m) “Fair Market Value” means, as of any given date, the closing price at which the shares
of common stock were traded (or if no transactions were reported on such date on the next
preceding date on which transactions were reported) on the New York Stock Exchange on such date,
or, if different, the principal exchange on which such stock is traded.




     (n) “Grant Date” means the date specified by the Committee on which a grant of an Award
shall become effective, which shall not be earlier than the date on which the Committee takes
action with respect thereto.




     (o) “Non-Employee Director” means a director of the Company who is not an employee of the
Company or an affiliate.




     (p) “Non-Qualified Stock Option” means an Option that is not intended to meet the
requirements of Section 422 of the Code or any successor provision thereto for an incentive
stock option.




     (q) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase
Stock at a specified price during specified time periods. An Option under the Plan shall be a
Non-Qualified Stock Option or an Incentive Stock Option.




     (r) “Other Stock-Based Award” means a right, granted to a Participant under Article 13,
which relates to or is valued by reference to Stock or other Awards relating to Stock.




     (s) “Parent” means a corporation which owns or beneficially owns a majority of the
outstanding voting stock or voting power of the Company.




     (t) “Participant” means a person who, as an employee, officer or director of the Company or
any Subsidiary, has been granted an Award under the Plan.



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     (u) “Performance Criteria” means accepted objective financial criteria in the Company’s
businesses.




     (v) “Performance Objectives” means the performance goals or objectives, if any, established
pursuant to this Plan for Participants who have been granted Awards under the Plan. Performance
Objectives may be described in terms of Company-wide objectives or objectives that are related
to the performance of the individual Participant or the Subsidiary, division, region, department
or function within the Company or Subsidiary in which the Participant is employed. Performance
Objectives may be specified in absolute terms, in percentages, or in terms of growth from period
to period or growth rates over time, as well as measured relative to an established or
specially-created index of Company competitors or peers. Any competitor or peer in a
specially-created index ceases to exist during a Plan Year shall be disregarded for the entire
Plan Year. Performance Objectives need not be based upon an increase or positive result under a
business criterion and could include, for example, the maintenance of the status quo or the
limitation of economic losses (measured, in each case, by reference to a specific business
criterion). Performance Objectives may be based on any Performance Criteria, provided that any
Performance Criteria applicable to a Qualified Performance-Based Award shall be limited to
specified levels of or increases in the (1) earnings (including, but not limited to, earnings
per share or other corporate measures); (2) profit (including, but not limited to, net profit,
gross profit, operating profit, economic profit, profit margins or other profit measures); (3)
net income; (4) revenue; (5) stock price or performance; (6) stockholder return; (7) return
measures (including, but not limited to, return on assets, capital, equity or revenue); (8)
funds from operations (“FFO”); (9) EBITDA (including, but not limited to, cash flow measures);
(10) market share; (11) expenses (including, but not limited to, expense management, expense
efficiency ratios or other expense measures); (12) business expansions or consolidation
(including but not limited to, acquisitions and divestitures); (13) internal rate of return; and
(14) planning accuracy (as measured by comparing planned results to actual results). Except in
the case of a Qualified Performance-Based Award (unless and to the extent permitted under Code
Section 162(m)), if the Committee determines that a change in the business, operations,
corporate structure or capital structure of the Company, or the manner in which it conducts its
business, or other events or circumstances unrelated to the performance of the Participant
render the Performance Objectives unsuitable (including, but not limited to, asset write-downs
or impairment charges, litigation or claim judgments or settlements, changes in tax laws,
accounting principles or other laws or provisions affecting reported results, extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or
management’s discussion and analysis of financial condition and results of operations appearing
in the Company’s annual report to stockholders for the applicable year, foreign exchange gains
and losses, or any other identifiable event of a nonrecurring or extraordinary nature), the
Committee may modify such Performance Objectives or the related minimum acceptable level of
achievement, in whole or in part, as the Committee deems appropriate and equitable.




     (w) “Performance Share” means a bookkeeping entry that records the equivalent of one share
of Stock awarded pursuant to Article 9.



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     (x) “Performance Unit” means a bookkeeping entry that records a unit equivalent to $1.00
awarded pursuant to Article 9.




     (y) “Plan” means the Campus Crest Communities, Inc. Equity Incentive Compensation Plan, as
amended from time to time.




     (z) “Qualified Performance-Based Award” means an Award or portion of an Award that is
intended to qualify for the Section 162(m) Exemption. The Committee shall designate any
Qualified Performance-Based Award as such at the time of grant.




     (aa) “Restricted Stock” means Stock granted to a Participant under Article 10 that is
subject to certain restrictions and to risk of forfeiture.




     (bb) “Restricted Stock Unit” or “RSU” means a bookkeeping entry that records a unit
equivalent to one share of Stock awarded pursuant to Article 12.




     (cc) “Section 162(m) Exemption” means the exemption from the limitation on deductibility
imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or
any successor provision thereto.




     (dd) “Specified Employee” means a specified employee as defined in Code Section 409A or
applicable proposed or final regulations thereunder.




     (ee) “Stock” means the $.__ par value Common Stock of the Company, and such other
securities of the Company as may be substituted for Stock pursuant to Article 16.




     (ff) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under
Article 8 to receive a payment equal to the difference between the Fair Market Value of a share
of Stock as of the date of exercise of the SAR over the grant price of the SAR, all as
determined pursuant to Article 8.




     (gg) “Subsidiary” means a corporation or other entity in which the Company has a direct or
indirect ownership or other equity interest.




     (hh) “1933 Act” means the Securities Act of 1933, as amended from time to time.




     (ii) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.



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ARTICLE 4

ADMINISTRATION




     4.1. COMMITTEE. The Plan shall be administered by the Compensation Committee of the
Board or, at the discretion of the Board from time to time, by the Board. The Committee shall
consist of three or more members of the Board. It is intended that the directors appointed to
serve on the Committee shall be “non-employee directors” (within the meaning of Rule 16b-3
promulgated under the 1934 Act) and “outside directors” (within the meaning of Code Section 162(m)
and the regulations thereunder) to the extent that Rule 16b-3 and, if necessary for relief from the
limitation under Code Section 162(m) and such relief is sought by the Company, Code Section 162(m),
respectively, are applicable. However, the mere fact that a Committee member shall fail to qualify
under either of the foregoing requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan. The members of the Committee shall be
appointed by, and may be changed at any time and from time to time in the discretion of, the Board.
During any time that the Board is acting as administrator of the Plan, it shall have all the
powers of the Committee hereunder, and any reference herein to the Committee (other than in this
Section 4.1) shall include the Board.



     4.2. ACTION BY THE COMMITTEE. For purposes of administering the Plan, the following
rules of procedure shall govern the Committee. A majority of the Committee shall constitute a
quorum. The acts of a majority of the members present at any meeting at which a quorum is present,
and acts approved unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good
faith, rely or act upon any report or other information furnished to that member by any officer or
other employee of the Company or any Parent or Subsidiary, the Company’s independent certified
public accountants.



     4.3. AUTHORITY OF COMMITTEE. The Committee has the exclusive power, authority and
discretion to:




     (a) Designate Participants;




     (b) Determine the type or types of Awards to be granted to each Participant;




     (c) Determine the number of Awards to be granted and the number of shares of Stock to which
an Award will relate;




     (d) Determine the terms and conditions of any Award granted under the Plan, including but
not limited to, the exercise price, grant price, or purchase price, any restrictions or
limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on
the exercisability of an Award, and accelerations or waivers thereof, based in each case on such
considerations as the Committee in its sole discretion determines;



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     (e) Determine whether, to what extent, and under what circumstances an Award may be settled
in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other
property, or an Award may be canceled, forfeited, or surrendered;




     (f) Prescribe the form of each Award Agreement, which need not be identical for each
Participant and which may be in the form of a document evidencing multiple Awards to one or more
Participants;




     (g) Decide all other matters that must be determined in connection with an Award;




     (h) Establish, adopt or revise any rules and regulations as it may deem necessary or
advisable to administer the Plan;




     (i) Make all other decisions and determinations that may be required or authorized under
the Plan or as the Committee deems necessary or advisable to administer the Plan;




     (j) Amend the Plan or any Award Agreement as provided herein; and




     (k) Adopt such modification, procedures, and subplans as may be necessary or desirable to
comply with provisions of the laws of non-U.S. jurisdictions in which the Company or a
Subsidiary may operate, in order to assure the viability of the benefits of Awards granted to
Participants located in such other jurisdictions and to meet the objectives of the Plan.




          Notwithstanding the foregoing, grants of Awards to Non-Employee Directors hereunder shall
be made only in accordance with the terms, conditions and parameters of a plan, program or
policy for the compensation of Non-Employee Directors as in effect from time to time, and the
Committee may not make discretionary grants hereunder to Non-Employee Directors.




          Notwithstanding the above, the Board or the Committee may, by resolution, to (i) designate
officers, employees or directors of the Company or any of its Subsidiaries to be recipients of
Awards under the Plan, and (ii) to determine the number of such Awards to be received by any
such Participants; provided however, that such delegation of duties and responsibilities to an
officer of the Company may not be made with respect to the grant of Awards to eligible
Participants (a) who are subject to Section 16(a) of the 1934 Act at the Grant Date, or (b) who
as of the Grant Date are reasonably anticipated to become Covered Employees during the term of
the Award. The acts of such delegates shall be treated hereunder as acts of the Board and such
delegates shall report regularly to the Board and the Committee regarding the delegated duties
and responsibilities and any Awards so granted.



     4.4. DECISIONS BINDING. The Committee’s interpretation of the Plan, any Awards
granted under the Plan, any Award Agreement and all decisions and determinations by the Committee
with respect to the Plan are final, binding, and conclusive on all parties.



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     4.5. AWARD AGREEMENTS. Each Award shall be evidenced by an Award Agreement. Each
Award Agreement shall include such provisions, not inconsistent with the Plan, as may be specified
by the Committee. Award Agreements may be maintained and executed in electronic format.



ARTICLE 5

SHARES SUBJECT TO THE PLAN




     5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.3 and 16.1,
the aggregate number of shares of Stock reserved and available for Awards or which may be used to
provide a basis of measurement for or to determine the value of an Award (such as with a Stock
Appreciation Right or Performance Unit Award) shall be 2,500,000 shares.



     5.2. REDUCTION RATIO. For purposes of Section 5.1, each share of Stock issued or
transferred pursuant to an Award other than an Option or Stock Appreciation Right shall reduce the
number of shares of Stock available for issuance under the Plan by two (2) shares. Awards that can
be settled only in cash shall not reduce the number of shares of Stock available for issuance under
the Plan.



     5.3. SHARE COUNTING.



          (a) From and after the Effective Date, the following shall not reduce the number of authorized
shares of Stock available for issuance under this Plan:





          (1) Common Stock reserved for issuance upon exercise or settlement, as applicable, of
Awards granted under the Plan to the extent the Awards expire or are canceled or
surrendered;




          (2) Restricted Stock granted under the Plan, to the extent such Restricted Stock is
forfeited under Section 15.9 or is otherwise surrendered to the Company before the
restricted period expires; and




          (3) Awards, to the extent the payment is actually made in cash.



          (b) From and after the Effective Date, the following shares of Stock shall not become
available for issuance under the Plan:





          (1) Shares tendered by Participants as full or partial payment to the Company upon
exercise of an Option granted under this Plan;




          (2) Shares reserved for issuance upon grant of SARs or RSUs, to the extent the number
of reserved shares exceeds the number of shares actually issued upon exercise of the SARs or
RSUs; and



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          (3) Shares withheld by, or otherwise remitted to, the Company to satisfy a
Participant’s tax withholding obligations upon the lapse of restrictions on Restricted Stock
or RSUs or the exercise of Options or SARs granted under the Plan or upon any other payment
or issuance of shares under the Plan.



          (c) Substitute Awards granted pursuant to Section 15.11 of the Plan shall not count against
the shares of Stock otherwise available for issuance under the Plan under Section 5.1.




          (d) A Stock Appreciation Right issued under an Award shall be counted as the equivalent of an
Option for purposes of counting against the shares of Stock available for issuance under the Plan
pursuant to Section 5.1.




     5.4. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open
market.



     5.5. MINIMUM VESTING REQUIREMENTS. Full-Value Awards granted under the Plan to an
employee shall either (i) be subject to a minimum vesting period of three years (which may include
graduated vesting within such three-year period), or one year if the vesting is based on
Performance Objectives, or (ii) be granted solely in lieu of cash compensation.



ARTICLE 6

ELIGIBILITY




     6.1. GENERAL. Awards may be granted only to individuals who are employees, officers
or directors of the Company or employees or officers of a Parent or Subsidiary.



ARTICLE 7

STOCK OPTIONS




     7.1. GENERAL. The Committee is authorized to grant Options to Participants on the
following terms and conditions:




     (a) EXERCISE PRICE. The exercise price per share of Stock at which an Option is
granted shall be determined by the Committee, provided that the exercise price for any Option
(other than an Option issued as a substitute Award pursuant to Section 15.11) shall not be less
than the Fair Market Value as of the Grant Date. The exercise price of the Option shall not be
reduced, directly or indirectly, without the prior approval by the Company’s shareholders.




     (b) TIME AND CONDITIONS OF EXERCISE. The Award Agreement shall specify the time or
times at which an Option may be exercised in whole or in part. The Award Agreement shall
specify the performance or other conditions, if any, that must be satisfied before all or part
of an Option may be exercised. The Committee may waive any



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exercise provisions at any time in
whole or in part based upon factors as the Committee may determine in its sole discretion so
that the Option becomes exercisable at an earlier date.




     (c) LAPSE OF OPTION. The Option shall lapse ten years after it is granted, unless
an earlier option expiration date is set forth in the Award Agreement, and unless an earlier
lapse occurs under Section 15.9. The original term of an Option may not be extended without the
prior approval of the Company’s shareholders.




     (d) PAYMENT. The Award Agreement shall specify the methods by which the exercise
price of an Option may be paid, the form of payment, including, without limitation, cash, shares
of Stock, or other property (including “cashless exercise” arrangements) and the methods by
which shares of Stock shall be delivered or deemed to be delivered to Participants.



     (e) EVIDENCE OF GRANT. All Options shall be evidenced by an Award Agreement
between the Company and the Participant. The Award Agreement shall include such provisions, not
inconsistent with the Plan, as may be specified by the Committee.



ARTICLE 8

STOCK APPRECIATION RIGHTS




     8.1. GRANT OF SARs. The Committee is authorized to grant SARs to Participants on the
following terms and conditions:




     (a) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right, the
Participant to whom it is granted has the right to receive the excess, if any, of:




     (1) The Fair Market Value of one share of Stock on the date of exercise; over




     (2) The grant price of the Stock Appreciation Right as determined by the
Committee, which shall not be less than the Fair Market Value of one share of Stock
on the Grant Date.




     (b) OTHER TERMS. All awards of Stock Appreciation Rights shall be evidenced by an
Award Agreement. The terms, methods of exercise, methods of settlement, form of consideration
payable in settlement, and any other terms and conditions of any Stock Appreciation Right shall
be determined by the Committee at the time of the grant of the Award and shall be reflected in
the Award Agreement.




     (c) FREESTANDING STOCK APPRECIATION RIGHTS. A Stock Appreciation Right which is
not granted in tandem with an Option or a similar right granted under any other plan of the
Company shall be subject to the following:




     (1) Each grant shall specify in respect of each freestanding Stock Appreciation
Right the grant price of the SAR;



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     (2) Successive grants may be made to the same Participant regardless of whether
any freestanding Stock Appreciation Rights previously granted to such Participant
remain unexercised; and




     (3) Each grant shall specify the period or periods of continuous employment of
the Participant by the Company or any Subsidiary that are necessary before the
freestanding Stock Appreciation Rights or installments thereof shall become
exercisable, and any grant may provide for the earlier exercise of such rights in
the event of acceleration under Article 15.




     (d) Payment in Cash or Shares. Any grant may specify that the amount payable upon the
exercise of a Stock Appreciation Right may be paid by the Company in cash, shares of Stock or
any combination thereof and may (i) either grant to the Participant or reserve to the Committee
the right to elect among those alternatives or (ii) preclude the right of the Participant to
receive and the Company to issue shares of Stock or other equity securities in lieu of cash.




     (e) Exercise Period. Any grant may specify (i) a waiting period or periods before Stock
Appreciation Rights shall become exercisable and (ii) permissible dates or periods on or during
which Stock Appreciation Rights shall be exercisable. No Stock Appreciation Right granted under
this Plan may be exercised more than ten years from the Grant Date. The original term of an SAR
may not be extended without the prior approval of the Company’s shareholders.




     (f) Change in Control. Any grant may specify that a Stock Appreciation Right may be
exercised only in the event of a change in control or other similar transaction or event. For
this purpose, a “change in control” shall satisfy the definition of “change in the ownership or
effective control of a corporation, or a change in the substantial ownership of the assets of a
corporation” set forth in Treasury Regulation Section 1.409A-3(i)(5).



ARTICLE 9

PERFORMANCE SHARES OR PERFORMANCE UNITS




     9.1. GRANT OF PERFORMANCE SHARES OR PERFORMANCE UNITS. The Committee is authorized to
grant Performance Shares or Performance Units to Participants on such terms and conditions as may
be selected by the Committee. The grant of a Performance Share to a Participant will entitle the
Participant to receive at a specified later time a specified number of shares, or the equivalent
cash value if the Committee so provides, if the Performance Objectives established by the Committee
are achieved and the other terms and conditions thereof are satisfied. The grant of a Performance
Unit to a Participant will entitle the Participant to receive at a specified later time a specified
dollar value in cash or other property (including shares) as determined by the Committee, if the
Performance Objectives in the Award are achieved and the other terms and conditions thereof are
satisfied. The Committee shall have the complete discretion to determine the number of Performance
Shares or Performance Units



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granted to each Participant, subject to any limitations contained in
Article 5. All Awards of Performance Shares or Performance Units shall be evidenced by an Award
Agreement. The Award Agreement shall specify the number of Performance Shares or Performance Units
to which it pertains; provided that such number may be adjusted to reflect changes in compensation
or other factors. Further, the Award Agreement shall state that the Performance Shares or
Performance Units are subject to all of the terms and conditions of this Plan and such other terms
and provisions as the Committee may determine consistent with this Plan. An Award of Performance
Shares or Performance Units may or may not be designated as a Qualified Performance-Based Award, as
determined by the Committee.



     9.2. RIGHT TO PAYMENT. A grant of Performance Shares or Performance Units gives the
Participant rights, valued as determined by the Committee, and payable to, or exercisable by, the
Participant to whom the Performance Shares or Performance Units are granted, in whole or in part,
as the Committee shall establish at grant or thereafter. The Committee shall set Performance
Objectives and other terms or conditions to payment of the Performance Shares or Performance Units
in its discretion which, depending on the extent to which they are met, will determine the number
and value of Performance Shares or Performance Units that will be paid to the Participant.



     9.3. PERFORMANCE PERIOD. The performance period with respect to each Performance
Share or Performance Unit shall commence on the date specified in the Award Agreement and may be
subject to earlier termination in the event of an acceleration under Article 15.



     9.4. THRESHOLD PERFORMANCE OBJECTIVES. Each grant may specify in respect of the
specified Performance Objectives a minimum acceptable level of achievement below which no payment
will be made and may set forth a formula for determining the amount of any payment to be made if
performance is at or above such minimum acceptable level but falls short of the maximum achievement
of the specified Performance Objectives.



     9.5. PAYMENT OF PERFORMANCE SHARES AND PERFORMANCE UNITS. Awards of Performance
Shares or Performance Units may be payable in cash, Stock, or Restricted Stock in the discretion of
the Committee, and have such other terms and conditions as determined by the Committee and
reflected in the Award Agreement. For purposes of determining the number of shares of Stock to be
used in payment of a Performance Unit denominated in cash but payable in whole or in part in Stock
or Restricted Stock, the number of shares to be so paid will be determined by dividing the cash
value of the Award to be so paid by the Fair Market Value of a share of Stock on the date of
determination by the Committee of the amount of the payment under the Award.



     9.6. DIVIDEND EQUIVALENTS. Any grant of Performance Shares may provide for the
payment to the Participant of Dividend Equivalents thereon in cash or additional shares of Stock on
a current or contingent basis.



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ARTICLE 10

AWARDS OF RESTRICTED STOCK




     10.1. GRANT OF RESTRICTED STOCK. The Committee is authorized to make Awards of
Restricted Stock to Participants in such amounts and subject to such terms and conditions as may be
selected by the Committee. All Awards of Restricted Stock shall be evidenced by an Award Agreement
setting forth the terms, conditions and restrictions applicable to the Award.
Each grant of Restricted Stock shall constitute an immediate transfer of the ownership of Stock to
the Participant in consideration of the performance of services, subject to the substantial risk of
forfeiture and restrictions on transfer hereinafter referred to.



     10.2. ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject to such
restrictions or transferability as the Committee may impose. Such restrictions may include,
without limitation, limitations on the right to vote Restricted Stock or the right to receive
dividends on the Restricted Stock, and provisions subjecting the Restricted Stock to a continuing
risk of forfeiture in the hands of any transferee. These restrictions may lapse separately or in
combination at such times, under such circumstances, in such installments, upon the satisfaction of
Performance Objectives or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.



     10.3. CONSIDERATION. Each grant may be made without additional consideration from the
Participant or in consideration of a payment by the Participant that is less than the Fair Market
Value on the Grant Date.



     10.4. SUBSTANTIAL RISK OF FORFEITURE. Each grant shall provide that the Restricted
Stock covered thereby shall be subject to a “substantial risk of forfeiture” within the meaning of
Code Section 83 for a period to be determined by the Committee on the Grant Date. Such grant or
sale may be subject to the earlier termination of such risk of forfeiture in the event of an
acceleration under Article 15. The period during which Restricted Stock is subject to a
“substantial risk of forfeiture” shall not be less than one (1) year.



     10.5. DIVIDENDS, VOTING AND OTHER OWNERSHIP RIGHTS. Unless otherwise provided in an
Award Agreement or any special Plan document governing an Award, an Award of Restricted Stock shall
entitle the Participant to all of the rights of a shareholder with respect to Restricted Stock
(including voting and other ownership rights) throughout the restricted period. Participants may
also be entitled to dividends if permissible under the Company’s credit agreements.



     10.6. PERFORMANCE-BASED RESTRICTED STOCK. Any Award or the vesting thereof of
Restricted Stock may be predicated on or further conditioned upon the attainment of Performance
Objectives established by the Committee and may or may not be designated as a Qualified
Performance-Based Award, as determined by the Committee.



     10.7. REINVESTING. Any grant may require that any or all dividends (if permitted
under the Company’s credit agreements) or other distributions paid on the Restricted Stock during
the



13









 







period of such restrictions be automatically sequestered and reinvested in additional shares of
Stock, which may be subject to the same restrictions as the underlying Award or such other
restrictions as the Committee may determine.



     10.8. ISSUANCE OF RESTRICTED STOCK. Restricted Stock issued under the Plan following
vesting shall be evidenced in a manner authorized by the General Corporation Law of the State of
Delaware and may be evidenced in any such manner as the Committee shall determine. If certificates
representing shares of Restricted Stock are registered in the name of
the Participant, certificates must bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Stock or otherwise must be subject to reasonable
precautions intended to prevent unauthorized transfer.



ARTICLE 11

DIVIDEND EQUIVALENTS




     11.1. GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend
Equivalents to Participants with respect to Full Value Awards granted hereunder, subject to such
terms and conditions as may be selected by the Committee (if permitted under the Company’s credit
agreements). Dividend Equivalents shall entitle the Participant to receive payments equal to
dividends with respect to all or a portion of the number of shares of Stock subject to a Full Value
Award, as determined by the Committee. The Committee may provide that Dividend Equivalents be paid
or distributed when accrued or be deemed to have been reinvested in additional shares of Stock, or
otherwise reinvested. An Award of Dividend Equivalents may or may not be designated as a Qualified
Performance-Based Award, as determined by the Committee.



ARTICLE 12

RESTRICTED STOCK UNITS




     12.1 GRANT OF RSUs. The Committee is authorized to grant RSUs to Participants who are
Non-Employee Directors on the following terms and conditions:




     (a) VESTING. Grants of RSUs shall be fully vested and shall be settled on the
earlier of (i) a Change in Control or (ii) the six month anniversary of the date on which the
Participant ceases to serve on the Board of Directors.




     (b) FORM OF PAYMENT. RSUs shall be paid in Stock or cash as specified in the Award
Agreement. The Award Agreement may provide for an election by the Participant as to the form of
payment.




     (c) DIVIDEND EQUIVALENTS. Additional RSUs shall be credited to the Participant’s
account as of each date (a “Dividend Date”) on which cash dividends or special dividends and
distributions are paid with respect to Stock, provided that the record date for such dividend or
distribution is prior to the date the Participant’s RSUs become fully vested pursuant to
Section 12.1(a) above. The number of additional RSUs to be credited to the



14









 







Participant’s
account as of any Dividend Date shall be equal to the quotient obtained by dividing (i) the
product of (A) the number of RSUs credited to such account on the record date for such dividend
or distribution and (B) the per share dividend or distribution value payable on such Dividend
Date, by (ii) the Fair Market Value of a share of Stock on such Dividend Date.



ARTICLE 13

OTHER STOCK-BASED AWARDS




     13.1. GRANT OF OTHER STOCK-BASED AWARDS. Subject to the requirements of Section 5.5,
the Committee is authorized, subject to limitations under applicable law, to grant to Participants
such other Awards that are payable in, valued in whole or in part by reference to, or otherwise
based on or related to shares of Stock, as deemed by the Committee to be consistent with the
purposes of the Plan, including without limitation shares of Stock awarded purely as a “bonus” and
not subject to any restrictions or conditions, convertible or exchangeable debt securities, other
rights convertible or exchangeable into shares of Stock, and Awards valued by reference to book
value of shares of Stock or the value of securities of or the performance of specified Parents or
Subsidiaries. Such Awards may include grants of restricted units in Campus Crest Communities
Operating Partnership, LP, which grants shall be subject to such restrictions on transferability
and other restrictions as the Committee may impose (including, without limitation, limitations on
the right to vote restricted units or the right to receive dividends, if any, on the restricted
units) and which shall be convertible into shares of common stock of the Company upon the lapse of
any such restrictions. The Committee shall determine the terms and conditions of such Awards. An
Award made pursuant to this Article 13 may or may not be designated as a Qualified
Performance-Based Award, as determined by the Committee.



ARTICLE 14

CODE SECTION 409A PROVISIONS




     14.1. DEFERRED COMPENSATION. Notwithstanding anything in the Plan or in any Award
Agreement to the contrary, to the extent that any amount or benefit that would constitute “deferred
compensation” to a Participant would otherwise be payable or distributable under the Plan or any
Award Agreement solely by reason of the occurrence of a Change in Control or on account of the
Participant’s Disability or separation from service, such amount or benefit will not be payable or
distributable to the Participant by reason of such circumstance unless (i) the circumstances giving
rise to such Change in Control, Disability or separation from service meet the description or
definition of “change in control event”, “disability” or “separation from service”, as the case may
be, in Section 409A of the Code and applicable proposed or final regulations, or (ii) the payment
or distribution of such amount or benefit would be exempt from the application of Section 409A of
the Code by reason of the short-term deferral exemption or otherwise. Any payment or distribution
made at or on account of termination of employment to a Participant who is a Specified Employee may
not be made before the date which is six (6) months after the date of the Specified Employee’s
separation from service if the payment or distribution is not exempt from the application of
Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This
provision does not prohibit the vesting of any




15












 




Award or the vesting of any right to eventual
payment or distribution of any amount or benefit under the Plan or any Award Agreement.



Notwithstanding any provision of the Plan to the contrary, no employee of the Company or an
affiliate shall be eligible under the Plan for any Award subject to Code Section 409A that is a
stock right (as such term is defined in Section 1.409A-1(c)(1)(H) of the Treasury Regulations) if the
employee is eligible to receive a distribution of a stock right from a nonqualified deferred
compensation plan sponsored by the Company or an affiliate that was terminated and liquidated
pursuant to Section 1.409A-3(j)(4)(ix)(C) of the Treasury Regulations until the date that is three
years following the date that all necessary action was taken to irrevocably terminate and liquidate
such plan.




     14.2. SAFE HARBOR EXTENSION PERIOD. Notwithstanding anything in the Plan or in any
Award Agreement to the contrary, to the extent necessary to avoid the application of Section 409A
of the Code to a Participant, (i) the Committee may not amend an outstanding Option, SAR or similar
Award to extend the time to exercise such Award beyond the later of the fifteenth (15th) day of the
third month following the date at which, or December 31 of the calendar year in which, the Award
would otherwise have expired if the Award had not been extended, based on the terms of the Award at
the original Grant Date (the “Safe Harbor Extension Period”), and (ii) any purported extension of
the exercise period of an outstanding Award beyond the Safe Harbor Extension Period shall be deemed
to be an amendment to the last day of the Safe Harbor Extension Period and no later.



     14.3. DEFERRED COMPENSATION UNDER OTHER PLANS. In the event an Award is made as a
result of a deferral of compensation under another plan or arrangement, the Award shall not be
treated as deferred compensation with respect to this Plan; provided that, if such Award is deemed
to be deferred compensation under this Plan, the Award shall be paid at the time and in the form
specified in the other, relevant plan or arrangement. If the Award is paid at a time or in a form,
or both at a time and in a form, specified in a deferral election, the deferral election shall
specify the time and form of the delayed distribution. Such election must be made at least twelve
(12) months prior to the date the Participant would have a binding right to payment of the Award;
provided that a deferral election of an Award subject to Performance Objectives may be made no
later than the date that is six (6) months before the end of a twelve-month performance period but
before the Award has become both substantially certain to be paid and readily ascertainable. An
election which changes the time or form of payment shall not take effect until five (5) years after
the date the Participant would otherwise be entitled to payment (including the first payment of an
installment or periodic payment) or otherwise have a binding right to the Award.



ARTICLE 15

PROVISIONS APPLICABLE TO AWARDS




     15.1. TERM OF AWARD. The term of each Award shall be for the period as determined by
the Committee, provided that in no event shall the term of any Option or a Stock Appreciation Right
granted in tandem with an Option exceed a period of ten years from its Grant Date.



16









 





     15.2. LIMITS ON TRANSFER.




     (a) Except as provided in Section 15.2(b) below, during a Participant’s lifetime, his or
her Awards shall be exercisable only by the Participant. No Awards may be sold, pledged,
assigned, or transferred in any manner other than by will or the laws of descent and
distribution; no Awards shall be subject, in whole or in part, to attachment, execution or levy
of any kind; and any purported transfer in violation hereof shall be null and void. A
Participant may designate a beneficiary in accordance with procedures established by the
Committee pursuant to Section 15.3 below.




     (b) The Committee may, in its discretion, determine that notwithstanding Section 15.2(a),
any or all Awards shall be transferable to and exercisable by such transferees, and subject to
such terms and conditions, as the Committee may deem appropriate; provided, however, no Award
may be transferred for value (as defined in the General Instructions to Form S-8).




     (c) Notwithstanding Sections 15.2(a) and (b), an Award may be transferred pursuant to a
domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section
applied to an Award under the Plan, but only if the tax consequences flowing from the assignment
or transfer are specified in said order, the order is accompanied by signed agreement by both or
all parties to the domestic relations order, and, if requested by the Committee, an opinion is
provided by qualified counsel for the Participant that the order is enforceable by or against
the Plan under applicable law, and said opinion further specifies the tax consequences flowing
from the order and the appropriate tax reporting procedures for the Plan.



     15.3. BENEFICIARIES. Notwithstanding Section 15.2, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights under the Plan is subject
to all terms and conditions of the Plan and any Award Agreement applicable to the Participant,
except to the extent the Plan and Award Agreement otherwise provide, and to any additional
restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been
designated or survives the Participant, payment shall be made to the Participant’s estate. Subject
to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time
provided the change or revocation is filed with the Company.



     15.4. STOCK CERTIFICATES. All Stock issued under the Plan is subject to any
stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply
with federal or state securities laws, rules and regulations and the rules of any national
securities exchange or automated quotation system on which the Stock is listed, quoted, or traded.
The Committee may place legends on any Stock certificate to reference restrictions applicable to
the Stock.



17









 





     15.5. ACCELERATION FOLLOWING A CHANGE IN CONTROL. Except as otherwise provided in the
Award Agreement, upon termination of a Participant’s employment by the Company without Cause, as
such term is defined in Section 15.9 hereof, within twenty-four (24) months following the
occurrence of a Change in Control, all outstanding Options, Stock Appreciation Rights, and other
Awards in the nature of rights that may be exercised automatically shall become fully exercisable
and all restrictions on all outstanding Awards automatically shall lapse. With respect to
Performance Objectives applicable to any Award for which the performance period is not complete,
the Committee shall have the discretionary authority to determine whether, and if so, the extent to
which, (1) the performance period or the
Performance Objectives shall be deemed to be satisfied or waived following a Change in Control, and
(2) the Performance Objectives shall be modified, adjusted or changed on account of the Change in
Control.



     15.6. ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event has occurred
as described in Section 15.5 above, and subject to the restrictions on Qualified Performance-Based
Awards, the Committee may in its sole discretion at any time determine that all or a portion of a
Participant’s Options, Stock Appreciation Rights, and other Awards in the nature of rights that may
be exercised shall become fully or partially exercisable, and that all or a part of the
restrictions on all or a portion of the outstanding Awards shall lapse, and that any Performance
Objectives with respect to any Awards held by that Participant shall be deemed to be wholly or
partially satisfied, in each case, as of such date as the Committee may, in its sole discretion,
declare. The Committee may discriminate among Participants and among Awards granted to a
Participant in exercising its discretion pursuant to this Section 15.6. The Committee’s discretion
to act under this Section 15.6 shall not be limited to individual circumstances, but shall include
the occurrence of any corporate circumstance, transaction or other event which is not a Change in
Control but which the Board deems to be, or to be reasonably likely to lead to, an effective change
in control of the Company of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of the 1934 Act, and in each case, as of such date as the Committee may, in
its sole discretion, declare, which may be on or before the consummation of such transaction or
event.



     15.7. EFFECT OF ACCELERATION. If an Award is accelerated under Section 15.5 or 15.6,
the Committee may, in its sole discretion, provide (i) that the Award will expire after a
designated period of time after such acceleration to the extent not then exercised, (ii) that the
Award will be settled in cash rather than Stock, (iii) that the Award will be assumed by another
party to the transaction giving rise to the acceleration or otherwise be equitably converted in
connection with such transaction, (iv) that the Award may be settled by payment in cash or cash
equivalents equal to the excess of the Fair Market Value of the underlying stock, as of a specified
date associated with the transaction, over the exercise price of the Award, or (v) any combination
of the foregoing. The Committee’s determination need not be uniform and may be different for
different Participants whether or not such Participants are similarly situated.



     15.8. LAPSE OR FORFEITURE AT OR FOLLOWING TERMINATION OF EMPLOYMENT.



18









 






     (a) Except as otherwise provided in an Award Agreement, any Award, including, without
limitation, Awards that are unvested, vested and unexercised, or subject or not subject to
restrictions, shall automatically and immediately lapse and be forfeited if the Participant’s
employment is terminated by the Company for Cause. As used herein, “Cause” means termination of
the Participant’s employment by the Company or a Subsidiary due to a material violation of (i)
the Company’s code of business conduct and ethics, (ii) the Participant’s fiduciary duties to
the Company, or (iii) any law, provided such violation has harmed the Company.




     (b) In the case of an Option or Stock Appreciation Right, the following shall determine the
date such Option or Stock Appreciation Right shall lapse on account of termination of
employment, provided that in no case shall an Option or Stock Appreciation Right extend beyond
the original expiration date specified in the grant thereof:




(i) An Option or Stock Appreciation Right that is not vested on the date a
Participant’s employment terminates shall lapse and no further vesting shall occur
following termination of employment.




(ii) If the Participant’s employment is terminated for reasons other than (I) by
reason of Disability or death or retirement at normal retirement age of 65, or (II)
by the Company for Cause, for that Participant and with respect to any Option or
Stock Appreciation Right that is vested and fully exercisable on the date of
termination of employment, the period for exercising that Option or Stock
Appreciation Right shall end ninety (90) days after the date of the Participant’s
termination of employment and any unexercised Option or Stock Appreciation Right
shall lapse at the end of such ninety-day period.




(iii) If the Participant’s employment terminates by reason of Disability, for that
Participant and with respect to any Option or Stock Appreciation Right that is
vested and fully exercisable on the date of termination of employment, the period
for exercising that Option or Stock Appreciation Right shall end one year after the
date of the Participant’s termination of employment and any unexercised Option or
Stock Appreciation Right shall lapse at the end of such one-year period.




(iv) If the Participant’s employment terminates by reason of death, or if the
Participant dies during the applicable ninety-day or one-year periods described in,
respectively, paragraphs (ii) and (iii) above, for that Participant and with respect
to any Option or Stock Appreciation Right that is vested and fully exercisable on
the date of termination of employment, the period for exercising such Option or
Stock Appreciation Right shall end one year after the date of the Participant’s
death and any unexercised Option or Stock Appreciation Right shall lapse at the end
of such one-year period. Upon the Participant’s death, the Option or Stock
Appreciation Right may be exercised by the Participant’s beneficiary.



19









 






(v) If the Participant’s employment is terminated by reason of retirement at normal
retirement age of 65, then, unless the Committee in its discretion determines
otherwise, for that Participant and with respect to any Option or Stock Appreciation
Right that is vested and fully exercisable on the date of termination of employment,
the period for exercising that Option or Stock Appreciation Right shall be the
original term and any unexercised Option or Stock Appreciation Right shall lapse at
the end of the original term.




     (c) In the case of any Restricted Stock as to which the substantial risk of forfeiture or
the prohibition or restriction on transfer has not lapsed, any Performance Shares or
Performance Units that have not been fully earned, or any Stock that is subject to any transfer
restriction hereunder:




     (i) If the Participant’s employment is terminated by reason of death or
Disability, then the restrictions will lapse, and the unearned or unvested portion
of the Award will become immediately vested, earned and nonforfeitable.




     (ii) If the Participant’s employment is terminated by reason of retirement at
normal retirement age of 65, then the restrictions will lapse, or the Award will be
deemed earned, as the case may be, with respect to that portion of the Award
according to the following formula: The portion that becomes vested, earned and
nonforfeitable shall equal the number of shares of Restricted Stock granted as of
the Grant Date times the ratio of (i) the number of full months that have elapsed
from the Grant Date to the date of the Participant’s retirement, to (ii) the number
of full months contained in the original term of the Award, unless the Committee in
its discretion determines otherwise.




     (iii) If the Participant’s employment is terminated for any reason other than
by reason of death, Disability, or retirement at normal retirement age of 65 then
the restricted or unearned portion of the Award shall automatically and immediately
be cancelled and forfeited, unless the Committee in its discretion determines
otherwise.




     (d) Whether military, government or other service or other leave of absence shall
constitute a termination of employment shall be determined in each case by the Committee at its
discretion, and any determination by the Committee shall be final and conclusive; provided that
a Participant’s employment shall be deemed to be terminated upon the first date following the
passage of six months of leave unless the Participant has a statutory or contractual right to
reemployment. A termination of employment shall not occur in a circumstance in which a
Participant transfers from the Company to one of its Parents or Subsidiaries, transfers from a
Parent or Subsidiary to the Company, transfers from one Parent or Subsidiary to another Parent
or Subsidiary or, in the discretion of the Committee as specified at or prior to such
occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from or
by the Company. The Committee may in its sole discretion take any further action that it deems
to be equitable under the circumstances or in the best



20









 







interests of the Company, including,
without limitation, waiving or modifying any limitation or requirement with respect to any Award
under this Plan. A Participant shall not be considered retired if and so long as he or she
continues to serve as a director of the Company or a Subsidiary of the Company. The period of
any leave of absence shall not be credited for vesting purposes unless otherwise determined by
the Committee.




     (e) Without limiting the Committee’s discretion to cancel any Award at any time, the
Committee shall have full power and authority to cancel an Award if the Participant, while
employed by the Company or a Subsidiary or within a period which begins on the date of
termination of employment and ends on the date which is one year later, engages in any activity
which is in direct competition with the Company or solicits other employees or
customers of the Company or its Subsidiaries in a competitive business venture. Whether a
Participant has engaged in such conduct shall be determined by the Committee in its sole
discretion, taking into account any determination by the Company that the Participant has acted
in violation of a non-compete or non-solicitation agreement with or obligation to the Company or
a Subsidiary.



     15.9. PERFORMANCE OBJECTIVES. The Committee may determine that any Award granted
pursuant to this Plan to a Participant (including, but not limited to, Participants who are Covered
Employees) shall be determined solely on the basis of Performance Objectives. If an Award is made
on the basis of Performance Objectives, the Committee shall establish objectives prior to the
beginning of the period for which such Performance Objectives relate (or such later date as may be
permitted under Code Section 162(m) or the regulations thereunder) and the Committee may for any
reason reduce (but not increase) any Award, notwithstanding the achievement of a specified
objective. Any payment of an Award granted with Performance Objectives, including any Qualified
Performance-Based Award, shall be conditioned on the determination of the Committee in each case
that the Performance Objectives and any other material conditions have been satisfied. The
Committee’s determination shall be certified in the Committee’s minutes, and shall be based on
receipt of a written certification of the Company’s Human Resource Department that the Performance
Objectives and any other material conditions have been satisfied.



               Except in the case of Disability or death of the Participant, or upon the occurrence of a
Change in Control, no Qualified Performance-Based Award held by a Covered Employee or by an
employee who in the reasonable judgment of the Committee may be a Covered Employee on the date of
payment, may be amended, nor may the Committee exercise any discretionary authority it may
otherwise have under the Plan with respect to a Qualified Performance-Based Award under the Plan,
in any manner to waive the achievement of the applicable Performance Objective or to increase the
amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the
Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption.
Performance periods established by the Committee for a Qualified Performance-Based Award may be as
short as three months and may be any longer period. In the case of Disability or death of the
Participant, the Committee may provide, either in connection with the grant thereof or by amendment
thereafter, that achievement of an applicable Performance Objective will be waived.




21









 








               If a Participant is promoted, demoted or transferred to a different business unit or function
during a performance period, the Committee may determine that the specified Performance Objectives
are no longer appropriate and may (i) modify, adjust, change or eliminate the Performance
Objectives or the applicable performance period as it deems appropriate to make such criteria and
period comparable to the initial Performance Objectives and period, or (ii) make a cash payment to
the Participant in an amount determined by the Committee. The foregoing two sentences shall not
apply with respect to an Award that is intended to be a Qualified Performance-Based Award if the
recipient of such Award (a) was a Covered Employee on the date of the modification, adjustment,
change or elimination of the Performance Criteria or performance period, or (b) in the reasonable
judgment of the Committee, may be a Covered Employee on the date the Award is expected to be paid.




     15.10. SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
substitution for stock and stock-based awards held by employees of another entity who become
employees of the Company or a Subsidiary as a result of a merger or consolidation of the former
employing entity with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary
of property or stock of the former employing entity. The Committee may direct that the substitute
awards be granted on such terms and conditions as the Committee considers appropriate in the
circumstances.



ARTICLE 16

CHANGES IN CAPITAL STRUCTURE




     16.1. GENERAL. In the event a stock dividend, stock-split or a combination or
consolidation of the outstanding stock of the Company into a lesser number of shares, is declared
upon the Stock, the authorization limits under Sections 5.1 and 5.5 shall be increased or decreased
proportionately, and the shares of Stock then subject to each Award shall be increased or decreased
proportionately without any change in the aggregate purchase price therefore. In the event the
Stock shall be changed into or exchanged for a different number or class of shares of stock or
securities of the Company or of another corporation, whether through reorganization,
recapitalization, reclassification, share exchange, spin-off, stock split-up, combination or
exchange of shares, merger or consolidation, the authorization limits under Sections 5.1 and 5.5
shall be adjusted proportionately, and there shall be substituted for each such share of Stock then
subject to each Award the number and class of shares into which each outstanding share of Stock
shall be so exchanged, all without any change in the aggregate purchase price for the shares then
subject to each Award.



               In addition, upon the occurrence or in anticipation of such an event, the Committee may, in
its sole discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that
Awards will be assumed by another party to a transaction or otherwise be equitably converted or
substituted in connection with such transaction, (iii) that outstanding Awards may be settled by
payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying
Stock, as of a specified date associated with the transaction, over the exercise price of the
Award, (iv) that performance targets and performance periods for




22









 




Awards will be modified consistent
with Code Section 162(m) where applicable, or (v) any combination of the foregoing. The
Committee’s determination need not be uniform and may be different for different Participants
whether or not such Participants are similarly situated.




ARTICLE 17

AMENDMENT, MODIFICATION AND TERMINATION




     17.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any
time and from time to time, amend, modify or terminate the Plan without stockholder approval;
provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board
or the Committee, either (i) materially increase the benefits accruing to Participants, (ii)
materially increase the number of shares of Stock available under the Plan, (iii) expand the types
of awards under the Plan, (iv) materially expand the class of
employees eligible to participate in the Plan, (v) materially extend the term of the Plan, or (vi)
otherwise constitute a material change requiring shareholder approval under applicable laws,
policies or regulations or the applicable listing or other requirements of an applicable exchange,
then such amendment shall be subject to shareholder approval; and provided, further, that the Board
or Committee may condition any amendment or modification on the approval of stockholders of the
Company if such approval is necessary or deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations, or to comply with the listing or other requirement of an
applicable exchange. Neither the Board nor the Committee may reprice outstanding Options without
stockholder approval.



     17.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may
amend, modify or terminate any outstanding Award without approval of the Participant; provided,
however, that, subject to the terms of the applicable Award Agreement, such amendment, modification
or termination shall not, without the Participant’s consent, reduce or diminish the value of such
Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the
date of such amendment or termination. No termination, amendment, or modification of the Plan
shall adversely affect any Award previously granted under the Plan, without the written consent of
the Participant.



ARTICLE 18

GENERAL PROVISIONS




     18.1. NO RIGHTS TO AWARDS. No eligible individual shall have any claim to be granted
any Award under the Plan, and neither the Company nor the Committee is obligated to treat eligible
individuals uniformly, and determinations made under the Plan may be made by the Committee
selectively among eligible individuals who receive, or are eligible to receive, Awards.



     18.2. NO STOCKHOLDER RIGHTS. No Award gives the Participant any of the rights of a
stockholder of the Company unless and until shares of Stock are in fact issued to such person in
connection with such Award.



23









 





     18.3. WITHHOLDING. The Company or any Parent or Subsidiary shall have the authority
and the right to deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation)
required by law to be withheld with respect to any taxable event arising as a result of the Plan.
With respect to withholding required upon any taxable event under the Plan, the Committee may, at
the time the Award is granted or thereafter, require or permit that any such withholding
requirement be satisfied, in whole or in part, by withholding shares of Stock having a Fair Market
Value on the date of withholding equal to the amount required to be withheld for tax purposes, all
in accordance with such procedures as the Committee establishes. Additionally, if the Committee so
determines, the Participant may deliver to the Company unrestricted shares which have been held by
the Participant for at least six (6) months, or any other shorter or longer period as necessary to
avoid the recognition of an expense under generally accepted accounting principles, to satisfy any
additional tax obligations owed by the Participant. The Company shall have the authority to
require a Participant to remit cash to the Company in lieu of the surrender
of shares of Stock for taxes if the surrender of shares for such purpose would result in the
Company’s recognition of expense under generally accepted accounting principles.



     18.4. NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any Award Agreement shall
interfere with or limit in any way the right of the Company or any Parent or Subsidiary to
terminate any Participant’s employment or status as an officer or director at any time, nor confer
upon any Participant any right to continue as an employee, officer or director of the Company or
any Parent or Subsidiary, whether for the duration of the Participant’s Award or otherwise.



     18.5. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for
incentive and deferred compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the
Participant any rights that are greater than those of a general creditor of the Company or any
Parent or Subsidiary. This Plan is not intended to be subject to ERISA.



     18.6. INDEMNIFICATION. To the extent allowable under applicable law, each member of
the Committee shall be indemnified and held harmless by the Company from any loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the Plan and against and
from any and all amounts paid by such member in satisfaction of judgment in such action, suit, or
proceeding against him provided he gives the Company an opportunity, at its own expense, to handle
and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which
such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them or hold them
harmless.



     18.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into
account in determining any benefits under any pension, retirement, savings, profit



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sharing, group
insurance, welfare or benefit plan of the Company or any Parent or Subsidiary unless provided
otherwise in such other plan.



     18.8. EXPENSES. The expenses of administering the Plan shall be borne by the Company
and its Parents or Subsidiaries.



     18.9. FRACTIONAL SHARES. No fractional shares of Stock shall be issued and the
Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional
shares or whether such fractional shares shall be eliminated by rounding up or down.



     18.10. GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to make
payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and
regulations, and to such approvals by government agencies as may be required. The Company shall be
under no obligation to register under the 1933 Act, or any state securities act, any of the shares
of Stock paid under the Plan. The shares paid under the Plan may in certain
circumstances be exempt from registration under the 1933 Act, and the Company may restrict the
transfer of such shares in such manner as it deems advisable to ensure the availability of any such
exemption. Payment of an Award hereunder may be delayed in the sole discretion of the Committee if
the Committee reasonably anticipates that payment of the Award would violate Federal securities law
or other applicable law; provided that payment shall be made at the earliest date that the
Committee reasonably anticipates that making the payment will not cause such violation.



     18.11. GOVERNING LAW. To the extent not governed by federal law, the Plan and all
Award Agreements shall be construed in accordance with and governed by the laws of the State of
Delaware.



     18.12. ADDITIONAL PROVISIONS. Each Award Agreement may contain such other terms and
conditions as the Committee may determine; provided that such other terms and conditions are not
inconsistent with the provisions of this Plan.



     18.13. FOREIGN PARTICIPANTS. In order to facilitate the making of any grant or
combination of grants under this Plan, the Committee may provide for such special terms for Awards
to Participants who are foreign nationals, or who are employed by or perform services for the
Company or any Subsidiary outside of the United States of America, as the Committee may consider
necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover,
the Committee may approve such supplements to, or amendments, restatements or alternative versions
of, this Plan as it may consider necessary or appropriate for such purposes without thereby
affecting the terms of this Plan as in effect for any other purpose, provided that no such
supplements, amendments, restatements or alternative versions shall include any provisions that are
inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been
amended to eliminate such inconsistency without further approval by the stockholders of the
Company.



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     18.14. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any
way affect the right or power of the Company to make adjustments, reclassification or changes in
its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer
all or any part of its business or assets. The Plan shall not restrict the authority of the
Company, for proper corporate purposes, to draft or assume Awards, other than under the Plan, to or
with respect to any person. If the Committee so directs, the Company may issue or transfer shares
of Stock to a Subsidiary or a Parent, for such lawful consideration as the Committee may specify,
upon the condition or understanding that the Subsidiary or Parent will transfer such shares of
Stock to a Participant in accordance with the terms of an Award granted to such Participant and
specified by the Committee pursuant to the provisions of the Plan.




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