a10282021stockplan






      #109661268 v7  EAGLE BANCORP, INC.  2021 EQUITY INCENTIVE PLAN  Section 1. Purpose; Definitions.  The purposes of the Eagle Bancorp, Inc.  2021 Equity Incentive Plan (as amended from time to time, the “Plan”) are to: (a) enable Eagle  Bancorp, Inc. (the “Company”) and its affiliated companies to recruit and retain highly qualified  employees, directors and consultants; (b) provide those employees, directors and consultants  with an incentive for productivity; and (c) provide those employees, directors and consultants  with an opportunity to share in the growth and value of the Company.  For purposes of the Plan, the following terms will have the meanings defined  below, unless the context clearly requires a different meaning:  (a) “Affiliate” means, with respect to a Person, a Person that directly or  indirectly controls, is controlled by, or is under common control with such Person.  (b) “Applicable Law” means the legal requirements relating to the  administration of and issuance of securities under stock incentive plans, including, without  limitation, the requirements of state corporations law, federal, state and foreign securities law,  federal, state and foreign tax law, and the requirements of any stock exchange or quotation  system upon which the Shares may then be listed or quoted.  (c) “Award” means an award of Options, Stock Appreciation Rights,  Restricted Stock, Restricted Stock Units or Other Stock Based Awards made under this Plan.  (d) “Award Agreement” means, with respect to any particular Award, the  written document that sets forth the terms of that particular Award.  (e) “Board” means the Board of Directors of the Company, as constituted  from time to time.  (f) “Other Stock Based Award” means an award that is granted under Section  10.   (g)  “Cause” means (i) Participant’s refusal to comply with any lawful  directive or policy of the Company which refusal is not cured by the Participant within ten (10)  days of such written notice from the Company; (ii) the Company’s determination that Participant  has committed any act of dishonesty, embezzlement, unauthorized use or disclosure of  confidential information or other intellectual property or trade secrets, common law fraud or  other fraud against the Company or any Subsidiary or Affiliate; (iii) a material breach by the  Participant of any written agreement with or any fiduciary duty owed to any Company or any  Subsidiary or Affiliate; (iv) Participant’s conviction (or the entry of a plea of a nolo contendere  or equivalent plea) of a felony or any misdemeanor involving material dishonesty or moral  turpitude; or (v) Participant’s habitual or repeated misuse of, or habitual or repeated performance  of Participant’s duties under the influence of, alcohol, illegally obtained prescription controlled  substances or non-prescription controlled substances.  Notwithstanding the foregoing, if a  Participant and the Company (or any of its Affiliates) have entered into an employment  Exhibit 10.28 





 






  2      #109661268 v7  agreement, consulting agreement or other similar agreement that specifically defines “Cause,”  then with respect to such Participant, “Cause” shall have the meaning defined in such other  agreement.  (h) “Change in Control” shall mean the occurrence of any of the following  events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is  or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or  indirectly, of securities of the Company representing 50% or more of the total power to vote for  the election of directors of the Company; (ii) during any twelve month period, individuals who at  the beginning of such period constitute the Board and any new director (other than a director  designated by a person who has entered into an agreement with the Company to effect a  transaction described in Section 1(h)(i), Section 1(h)(iii), Section 1(h)(iv) or Section 1(h)(v)  hereof) whose election by the Board or nomination for election by the Company’s stockholders  was approved by a vote of at least a majority of the directors then still in office who either were  directors at the beginning of the period of whose election or nomination for election was  previously approved, cease for any reason to constitute a majority thereof; (iii) the merger or  consolidation of the Company with another corporation where the stockholders of the Company,  immediately prior to the merger or consolidation, will not beneficially own, immediately after  the merger or consolidation, shares entitling such stockholders to 50% or more of all votes to  which all stockholders of the surviving corporation (or its ultimate parent) would be entitled in  the election of directors (without consideration of the rights of any class of stock to elect  directors by a separate class vote); (iv) the sale or other disposition of all or substantially all of  the assets of the Company; or (v) a liquidation or dissolution of the Company.  Notwithstanding anything in the Plan or an Award Agreement to the contrary, if  an Award is subject to Section 409A of the Code, no event that, but for the application of this  paragraph, would be a Change in Control as defined in the Plan or the Award Agreement, as  applicable, shall be a Change in Control unless such event is also a “change in control event” as  defined in Section 409A of the Code.  (i) “Code” means the Internal Revenue Code of 1986, as amended from time  to time, and any successor thereto.  (j) “Committee” means the committee designated by the Board to administer  the Plan under Section 2.  To the extent required under Applicable Law, the Committee shall  have at least two members and each member of the Committee shall be a Non-Employee  Director.  (k) “Director” means a member of the Board.  (l) “Disability” means a condition rendering a Participant Disabled.  (m) “Disabled” will have the same meaning as set forth in Section 22(e)(3) of  the Code.  (n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.  





 






  3      #109661268 v7  (o) “Fair Market Value” means, as of any date, the value of a Share  determined as follows: (i) if the Shares are listed on any established stock exchange or a national  market system, including, without limitation, the Nasdaq Capital Market, the Fair Market Value  of a Share will be the closing sales price for such stock as quoted on that system or exchange (or  the system or exchange with the greatest volume of trading in Shares) at the close of regular  hours trading on the day of determination (or if such day is not a trading day, the immediately  preceding trading day); (ii) if the Shares are regularly quoted by recognized securities dealers but  selling prices are not reported, the Fair Market Value of a Share will be the mean between the  high bid and low asked prices for Shares at the close of regular hours trading on the day of  determination; or (iii) if Shares are not traded as set forth above, the Fair Market Value will be  determined in good faith by the Committee taking into consideration such factors as the  Committee considers appropriate, such determination by the Committee to be final, conclusive  and binding.  Notwithstanding the foregoing, in connection with a Change in Control, Fair  Market Value shall be determined in good faith by the Committee, such determination by the  Committee to be final conclusive and binding.  (p) “Non-Employee Director” will have the meaning set forth in Rule 16b- 3(b)(3)(i) promulgated by the Securities and Exchange Commission under the Exchange Act, or  any successor definition adopted by the Securities and Exchange Commission.  (q) “Non-Qualified Stock Option” means any Option that is not intended to be  an “Incentive Stock Option” as defined in Section 422 of the Code.   (r) “Option” means any option to purchase Shares (including an option to  purchase Restricted Stock, if the Committee so determines) granted pursuant to Section 5 hereof.  (s) “Participant” means an employee, consultant, Director, or other service  provider of or to the Company or any of its respective Affiliates to whom an Award is granted.  (t) “Person” means an individual, partnership, corporation, limited liability  company, trust, joint venture, unincorporated association, or other entity or association.  (u) “Restricted Stock” means Shares that are subject to restrictions pursuant to  Section 8 hereof.  (v) “Restricted Stock Unit” means a right granted under and subject to  restrictions pursuant to Section 9 hereof.  (w) “Shares” means shares of the Company’s common stock, par value            $0.01 subject to substitution or adjustment as provided in Section 3(d) hereof.  (x) “Stock Appreciation Right” means a right granted under and subject to  Section 6 hereof.  (y) “Subsidiary” means, in respect of the Company, a subsidiary company as  defined in Sections 424(f) and (g) of the Code.  





 






  4      #109661268 v7  Section 2. Administration.  The Plan shall be administered by the  Committee.  Any action of the Committee in administering the Plan shall be final, conclusive  and binding on all persons, including the Company, its Subsidiaries, Affiliates, their respective  employees, the Participants, persons claiming rights from or through Participants and  stockholders of the Company.  The Committee will have full authority to grant Awards under this Plan and  determine the terms of such Awards.  Such authority will include the right to:  (a) select the individuals to whom Awards are granted (consistent with the  eligibility conditions set forth in Section 4);  (b) determine the type of Award to be granted;  (c) determine the number of Shares, if any, to be covered by each Award;  (d) establish the other terms and conditions of each Award;  (e) approve forms of agreements (including Award Agreements) for use under  the Plan;   (f) accelerate the vesting or exercisability of an Award; and  (g) modify or amend each Award, subject to the Participant’s consent if such  modification or amendment would adversely change the terms of such Award.  The Committee will have the authority to adopt, alter and repeal such  administrative rules, guidelines and practices governing the Plan as it, from time to time, deems  advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan  (and any Award Agreement); and to otherwise take any action that may be necessary or desirable  to facilitate the administration of the Plan.  The Committee may correct any defect, supply any  omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner  and to the extent it deems necessary to carry out the intent of the Plan.  To the extent permitted by Applicable Law and the Company’s governing  documents, the Committee may delegate to one or more officers of the Company the authority to  grant Awards to Participants who are not subject to the requirements of Section 16 of the  Exchange Act and the rules and regulations thereunder.  The Committee may revoke any such  allocation or delegation at any time for any reason with or without prior notice.  Section 3. Shares Subject to the Plan.  (a) Shares Subject to the Plan.  Subject to adjustment as provided in Section  3(b) and Section 3(d) of the Plan, the maximum number of Shares that may be issued in respect  of Awards under the Plan is 1,300,000 Shares (the “Plan Limit”).  Any Shares issued hereunder  may consist, in whole or in part, of authorized and unissued Shares or treasury shares.  Any  Shares issued by the Company through the assumption or substitution of outstanding grants in  





 






  5      #109661268 v7  connection with the acquisition of another entity shall not reduce the maximum number of  Shares available for delivery under the Plan.   (b) Effect of the Expiration or Termination of Awards.  If and to the extent  that an Option or a Stock Appreciation Right expires, terminates or is canceled or forfeited for  any reason without having been exercised in full, the Shares associated with that Award will  again become available for grant under the Plan. Similarly, if and to the extent an Award of  Restricted Stock or Restricted Stock Units is canceled or forfeited for any reason, the Shares  subject to that Award will again become available for grant under the Plan.  In addition, if any  award granted under the Eagle Bancorp, Inc. 2016 Stock Plan expires, terminates, is canceled or  is forfeited for any reason after the Effective Date, the Shares subject to that award will be added  to the Plan Limit and become available for issuance hereunder.  (c) Shares Withheld in Satisfaction of Taxes or Exercise Price.  Shares  withheld following the Effective Date in settlement of a tax withholding obligation associated  with an Award or in satisfaction of the exercise price payable upon exercise of an option will not  again become available for grant under the Plan.  (d) Other Adjustment.  In the event of any corporate event or transaction such  as a merger, consolidation, reorganization, recapitalization, stock split, reverse stock split, split  up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind, or  other like change in capital structure (other than ordinary cash dividends) to stockholders of the  Company, or other similar corporate event or transaction affecting the Shares, the Committee, to  prevent dilution or enlargement of Participants’ rights under the Plan, shall, in such manner as it  deems equitable, substitute or adjust, in its sole discretion, the number and kind of shares that  may be issued under the Plan or under any outstanding Awards, the number and kind of shares  subject to outstanding Awards, the exercise price, grant price or purchase price applicable to  outstanding Awards, and/or any other affected terms and conditions of this Plan or outstanding  Awards.  (e) Change in Control.  Notwithstanding anything to the contrary set forth in  the Plan, upon or in anticipation of any Change in Control, the Committee may, in its sole and  absolute discretion and without the need for the consent of any Participant, take one or more of  the following actions contingent upon the occurrence of that Change in Control:  (i) cause any or all outstanding Awards to become vested and  immediately exercisable (as applicable), in whole or in part;  (ii) cause any outstanding Option or Stock Appreciation Right to  become fully vested and immediately exercisable for a reasonable period in advance of  the Change in Control and, to the extent not exercised prior to that Change in Control,  cancel that Option or Stock Appreciation Right upon closing of the Change in Control;  (iii) cancel any Award in exchange for a substitute award;  





 






  6      #109661268 v7  (iv) redeem any Restricted Stock or Restricted Stock Unit for cash  and/or other substitute consideration with value equal to the Fair Market Value of an  unrestricted Share on the date of the Change in Control; and/or  (v) cancel any Option or Stock Appreciation Right in exchange for  cash and/or other substitute consideration with a value equal to: (A) the number of Shares  subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if  any, between the Fair Market Value per Share on the date of the Change in Control and  the exercise price of that Option or the base price of the Stock Appreciation Right;  provided, that if the Fair Market Value per Share on the date of the Change in Control  does not exceed the exercise price of any such Option or the base price of any such Stock  Appreciation Right, the Committee may cancel that Option or Stock Appreciation Right  without any payment of consideration therefor.  In the discretion of the Committee, any cash or substitute consideration payable  upon cancellation of an Award may be subjected to (i) vesting terms substantially identical to  those that applied to the cancelled Award immediately prior to the Change in Control, or  (ii) earn-out, escrow, holdback or similar arrangements, to the extent such arrangements are  applicable to any consideration paid to stockholders in connection with the Change in Control.  Section 4. Eligibility.  Employees, Directors, consultants, and other  individuals who provide services to the Company or its Affiliates are eligible to be granted  Awards under the Plan.  Section 5. Options.  Options granted under the Plan are Non-Qualified Stock  Options.    The Award Agreement evidencing any Option will incorporate the following  terms and conditions and will contain such additional terms and conditions, not inconsistent with  the terms of the Plan, as the Committee deems appropriate in its sole and absolute discretion:  (a) Option Price.  The exercise price per Share under an Option will be  determined by the Committee and will not be less than 100% of the Fair Market Value of a Share  on the date of the grant.    (b) Option Term.  The term of each Option will be fixed by the Committee,  but no Option will be exercisable more than 10 years after the date the Option is granted.  No  Option may be exercised by any Person after expiration of the term of the Option.  (c) Exercisability.  Options will vest and be exercisable at such time or times  and subject to such terms and conditions as determined by the Committee.  Such terms and  conditions may include the continued employment or service of the Participant, the attainment of  specified individual or corporate performance goals, or such other factors as the Committee may  determine in its sole discretion (the “Vesting Conditions”).  (d) Method of Exercise.  Subject to the terms of the applicable Award  Agreement, the exercisability provisions of Section 5(c) and the termination provisions of  





 






  7      #109661268 v7  Section 7, Options may be exercised in whole or in part from time to time during their term by  the delivery of written notice to the Company specifying the number of Shares to be purchased.   Such notice will be accompanied by payment in full of the purchase price, either by certified or  bank check, or such other means as the Committee may accept.  The Committee may, in its sole  discretion, permit payment of the exercise price of an Option in the form of previously acquired  Shares based on the Fair Market Value of the Shares on the date the Option is exercised or by  means of a “net settlement,” whereby the Option exercise price will not be due in cash and where  the number of Shares issued upon such exercise will be equal to: (A) the product of (i) the  number of Shares as to which the Option is then being exercised, and (ii) the excess, if any, of  (a) the then current Fair Market Value per Share over (b) the Option exercise price, divided by  (B) the then current Fair Market Value per Share.    An Option will not confer upon the Participant any of the rights or privileges of a  stockholder in the Company unless and until the Participant is issued Shares following  Participant’s exercise of the Option.   (e) Termination of Service.  Unless otherwise specified in the applicable  Award Agreement or as otherwise provided by the Committee at or after the time of grant,  Options will be subject to the terms of Section 7 with respect to exercise upon or following  termination of employment or other service.  Section 6. Stock Appreciation Right.  Subject to the other terms of the Plan,  the Committee may grant Stock Appreciation Rights to eligible individuals.  Each Stock  Appreciation Right shall represent the right to receive, upon exercise, an amount equal to the  number of Shares subject to the Award that is being exercised multiplied by the excess of (i) the  Fair Market Value of a Share on the date the Award is exercised, over (ii) the base price  specified in the applicable Award Agreement.  Unless otherwise provided in an Award  Agreement, distributions may be made in cash, Shares, or a combination of both, at the  discretion of the Committee.  The Award Agreement evidencing each Stock Appreciation Right  shall indicate the base price, the term and the Vesting Conditions for such Award.  A Stock  Appreciation Right base price may never be less than the Fair Market Value of the underlying  common stock of the Company on the date of grant of such Stock Appreciation Right.  The term  of each Stock Appreciation Right will be fixed by the Committee, but no Stock Appreciation  Right will be exercisable more than 10 years after the date the Stock Appreciation Right is  granted.  Subject to the terms and conditions of the applicable Award Agreement, Stock  Appreciation Rights may be exercised in whole or in part from time to time during their term by  the delivery of written notice to the Company specifying the portion of the Award to be  exercised.  Unless otherwise specified in the applicable Award Agreement or as otherwise  provided by the Committee at or after the time of grant, Stock Appreciation Rights will be  subject to the terms of Section 7 with respect to exercise upon or following termination of  employment or other service.  Section 7. Termination of Service.  Unless otherwise specified with respect  to a particular Option or Stock Appreciation Right in the applicable Award Agreement or  otherwise determined by the Committee, any portion of an Option or Stock Appreciation Right  that is not exercisable upon termination of service will expire immediately and automatically  





 






  8      #109661268 v7  upon such termination and any portion of an Option or Stock Appreciation Right that is  exercisable upon termination of service will expire on the date it ceases to be exercisable in  accordance with this Section 7.  (a) Termination by Reason of Death.  If a Participant’s service with the  Company or any Affiliate terminates by reason of death, any Option or Stock Appreciation Right  held by such Participant may thereafter be exercised, to the extent it was exercisable at the time  of his or her death or on such accelerated basis as the Committee may determine at or after grant,  by the legal representative of the estate or by the legatee of the Participant, for a period expiring  (i) at such time as may be specified by the Committee at or after grant, or (ii) if not specified by  the Committee, then 12 months from the date of death, or (iii) if sooner than the applicable  period specified under (i) or (ii) above, upon the expiration of the stated term of such Option or  Stock Appreciation Right.  (b) Termination by Reason of Disability.  If a Participant’s service with the  Company or any Affiliate terminates by reason of Disability, any Option or Stock Appreciation  Right held by such Participant may thereafter be exercised by the Participant or his or her  personal representative, to the extent it was exercisable at the time of termination, or on such  accelerated basis as the Committee may determine at or after grant, for a period expiring (i) at  such time as may be specified by the Committee at or after grant, or (ii) if not specified by the  Committee, then 12 months from the date of termination of service, or (iii) if sooner than the  applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such  Option or Stock Appreciation Right.  (c) Cause.  If a Participant’s service with the Company or any Affiliate is  terminated for Cause: (i) any Option or Stock Appreciation Right, or portion thereof, not already  exercised will be immediately and automatically forfeited as of the date of such termination, and  (ii) any Shares for which the Company has not yet delivered share certificates will be  immediately and automatically forfeited and the Company will refund to the Participant the  Option exercise price paid for such Shares, if any.  (d) Other Termination.  If a Participant’s service with the Company or any  Affiliate terminates for any reason other than death, Disability or Cause, any Option or Stock  Appreciation Right held by such Participant may thereafter be exercised by the Participant, to the  extent it was exercisable at the time of such termination, or on such accelerated basis as the  Committee may determine at or after grant, for a period expiring (i) at such time as may be  specified by the Committee at or after grant, or (ii) if not specified by the Committee, then 90  days from the date of termination of service, or (iii) if sooner than the applicable period specified  under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock  Appreciation Right.  Section 8. Restricted Stock.  (a) Issuance.  Restricted Stock may be issued either alone or in conjunction  with other Awards.  The Committee will determine the time or times within which Restricted  





 






  9      #109661268 v7  Stock may be subject to forfeiture, and all other conditions of such Awards.  The purchase price  for Restricted Stock may, but need not, be zero.  (b) Certificates.  Upon the Award of Restricted Stock, the Committee may  direct that a certificate or certificates representing the number of Shares subject to such Award  be issued to the Participant or placed in a restricted stock account (including an electronic  account) with the transfer agent and in either case designating the Participant as the registered  owner.  The certificate(s), if any, representing such shares shall be physically or electronically  legended, as applicable, as to sale, transfer, assignment, pledge or other encumbrances during the  Restriction Period.  If physical certificates are issued, they will be held in escrow by the  Company or its designee during the Restriction Period.  As a condition to any Award of  Restricted Stock, the Participant may be required to deliver to the Company a share power,  endorsed in blank, relating to the Shares covered by such Award.  (c) Restrictions and Conditions.  The Award Agreement evidencing the grant  of any Restricted Stock will incorporate the following terms and conditions and such additional  terms and conditions, not inconsistent with the terms of the Plan, as the Committee deems  appropriate in its sole and absolute discretion:  (i) During a period commencing with the date of an Award of  Restricted Stock and ending at such time or times as specified by the Committee (the  “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign  or otherwise encumber Restricted Stock awarded under the Plan.  The Committee may  condition the lapse of restrictions on Restricted Stock upon one or more Vesting  Conditions.  (ii) While any Share of Restricted Stock remains subject to restriction,  the Participant will have, with respect to the Restricted Stock, the right to vote the Shares.   If any cash distributions or dividends are payable with respect to the Restricted Stock, the   Committee, in its sole discretion, may require the cash distributions or dividends to be  subjected to the same Restriction Period as is applicable to the Restricted Stock with  respect to which such amounts are paid, or, if the Committee so determines, reinvested in  additional Restricted Stock to the extent Shares are available under Section 3(a) of the  Plan.  A Participant shall not be entitled to interest with respect to any dividends or  distributions subjected to the Restriction Period.  Any distributions or dividends paid in  the form of securities with respect to Restricted Stock will be subject to the same terms  and conditions as the Restricted Stock with respect to which they were paid, including,  without limitation, the same Restriction Period.  (iii) Subject to the provisions of the applicable Award Agreement or as  otherwise determined by the Committee, if a Participant’s service with the Company and  its Affiliates terminates prior to the expiration of the applicable Restriction Period, the  Participant’s Restricted Stock that then remains subject to forfeiture will then be forfeited  automatically.  





 






  10      #109661268 v7  Section 9. Restricted Stock Units.  Subject to the other terms of the Plan, the  Committee may grant Restricted Stock Units to eligible individuals and may impose one or more  Vesting Conditions on such units.  Each Restricted Stock Unit will represent a right to receive  from the Company, upon fulfillment of any applicable conditions, an amount equal to the Fair  Market Value (at the time of the distribution) of one Share.  Distributions may be made in  Shares.  All other terms governing Restricted Stock Units, such as Vesting Conditions, time and  form of payment and termination of units shall be set forth in the applicable Award Agreement.   The Participant shall not have any stockholder rights with respect to the Shares subject to a  Restricted Stock Unit Award until that Award vests and the Shares are actually issued  thereunder.  Subject to the provisions of the applicable Award Agreement or as otherwise  determined by the Committee, if a Participant’s service with the Company terminates prior to the  Restricted Stock Unit Award vesting in full, any portion of the Participant’s Restricted Stock  Units that then remain subject to forfeiture will then be forfeited automatically.  Section 10. Other Stock Based Awards.  Subject to the other terms of the  Plan, the Committee may grant Other Stock Based Awards (including Awards to receive  unrestricted Shares or immediate cash payments) to eligible individuals.  The Award Agreement  evidencing an Other Stock Based Award shall set forth the terms and conditions of such Other  Stock Based Award, including, as applicable, the term, any exercise or purchase price,  performance goals, Vesting Conditions and other terms and conditions.  Payment in respect of an  Other Stock Based Award may be made in cash, Shares, or a combination of cash and Shares, as  determined by the Committee.  Section 11. Amendments and Termination.  Subject to any stockholder  approval that may be required under Applicable Law, the Plan may be amended or terminated at  any time or from time to time by the Board. Notwithstanding the foregoing, no amendment may  be made which would adversely change the terms of an outstanding Award, without that  Participant’s consent.    Section 12. Prohibition on Repricing Programs.  Neither the Committee nor  the Board shall (i) implement any cancellation/re-grant program pursuant to which outstanding  Options or Stock Appreciation Rights under the Plan are cancelled and new Options or Stock  Appreciation Rights are granted in replacement with a lower exercise or base price per share,  (ii) cancel outstanding Options or Stock Appreciation Rights under the Plan with exercise prices  or base prices per share in excess of the then current Fair Market Value per Share for  consideration payable in equity securities of the Company or (iii) otherwise directly reduce the  exercise price or base price in effect for outstanding Options or Stock Appreciation Rights under  the Plan, without in each such instance obtaining stockholder approval.  Section 13. Conditions Upon Grant of Awards and Issuance of Shares.  (a) The implementation of the Plan, the grant of any Award and the issuance  of Shares in connection with the issuance, exercise or vesting of any Award made under the Plan  shall be subject to the Company’s procurement of all approvals and permits required by  regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the  Shares issuable pursuant to those Awards.  





 






  11      #109661268 v7  (b) No Shares or other assets shall be issued or delivered under the Plan  unless and until there shall have been compliance with all applicable requirements of Applicable  Law.  Section 14. Limits on Transferability; Beneficiaries.  No Award or other  right or interest of a Participant under the Plan shall be pledged, encumbered, or hypothecated to,  or in favor of, or subject to any lien, obligation, or liability of such Participant to, any party,  other than the Company, any Subsidiary or Affiliate, or assigned or transferred by such  Participant other than by will or the laws of descent and distribution, and such Awards and rights  shall be exercisable during the lifetime of the Participant only by the Participant or his or her  guardian or legal representative.  Notwithstanding the foregoing, the Committee may, in its  discretion, provide that Awards or other rights or interests of a Participant granted pursuant to the  Plan be transferable, without consideration, to immediate family members (i.e., children,  grandchildren or spouse), to trusts for the benefit of such immediate family members and to  partnerships in which such family members are the only partners.  The Committee may attach to  such transferability feature such terms and conditions as it deems advisable.  In addition, a  Participant may, in the manner established by the Committee, designate a beneficiary (which  may be a person or a trust) to exercise the rights of the Participant, and to receive any  distribution, with respect to any Award upon the death of the Participant.  A beneficiary,  guardian, legal representative or other person claiming any rights under the Plan from or through  any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement  applicable to such Participant, except as otherwise determined by the Committee, and to any  additional restrictions deemed necessary or appropriate by the Committee.  Section 15. Withholding of Taxes.   No later than the date as of which an  amount first becomes includible in the gross income of the Participant for federal income tax  purposes with respect to any Award under the Plan, the Participant will pay to the Company, or  make arrangements satisfactory to the Company regarding the payment of, any federal, state or  local taxes of any kind required by law to be withheld with respect to such amount.  To the  extent authorized by the Committee, the required tax withholding may be satisfied by the  withholding of Shares subject to the Award based on the Fair Market Value of such Shares on  the date of withholding, but in any case not in excess of the amount determined based on the  maximum statutory tax rate in the applicable jurisdiction.  The obligations of the Company under  the Plan will be conditioned on such payment or arrangements and the Company will have the  right to deduct any such taxes from any payment of any kind otherwise due to the Participant.  Section 16. General Provisions.  (a) The Committee may require each Participant to represent to and agree  with the Company in writing that the Participant is acquiring securities of the Company for  investment purposes and without a view to distribution thereof and as to such other matters as the  Committee believes are appropriate.  (b) The Awards shall be subject to the Company’s stock ownership policies,  as in effect from time to time.  





 






  12      #109661268 v7  (c) All certificates for Shares or other securities delivered under the Plan will  be subject to such share-transfer orders and other restrictions as the Board or the Committee may  deem advisable under the rules, regulations and other requirements of the Securities Act of 1933,  as amended, the Exchange Act, any stock exchange upon which the Shares are then listed, and  any other Applicable Law, and the Board or the Committee may cause a legend or legends to be  put on any such certificates to make appropriate reference to such restrictions.  (d) Nothing contained in the Plan will prevent the Board or the Committee  from adopting other or additional compensation arrangements, subject to stockholder approval if  such approval is required.  (e) Neither the adoption of the Plan nor the execution of any document in  connection with the Plan will: (i) confer upon any employee or other service provider of the  Company or an Affiliate any right to continued employment or engagement with the Company or  such Affiliate, or (ii) interfere in any way with the right of the Company or such Affiliate to  terminate the employment or engagement of any of its employees or other service providers at  any time.  (f) The Awards (whether vested or unvested) shall be subject to rescission,  cancellation or recoupment, in whole or in part, under any current or future “clawback” or  similar policy of the Company that is applicable to the Participant.  Notwithstanding any other  provisions in this Plan, any Award which is subject to recovery under any law, government  regulation or stock exchange listing requirement will be subject to such deductions and clawback  as may be required to be made pursuant to such law, government regulation or stock exchange  listing requirement.  Section 17. Effective Date of Plan.  The Plan will become effective upon its  approval by the stockholders of the Company (the “Effective Date”).  Section 18. Term of Plan.  Unless the Plan shall have been previously  terminated in accordance with Section 11, the Plan shall terminate on the 10-year anniversary of  the Effective Date, and no Awards under the Plan shall be granted after such termination.  Section 19. Invalid Provisions.  In the event that any provision of this Plan is  found to be invalid or otherwise unenforceable under any Applicable Law, such invalidity or  unenforceability will not be construed as rendering any other provisions contained herein as  invalid or unenforceable, and all such other provisions will be given full force and effect to the  same extent as though the invalid or unenforceable provision was not contained herein.  Section 20. Governing Law.  The Plan and all Awards granted hereunder will  be governed by and construed in accordance with the laws and judicial decisions of the State of  Maryland, without regard to the application of the principles of conflicts of laws.  Section 21. Notices.  Any notice to be given to the Company pursuant to the  provisions of this Plan must be given in writing and addressed, if to the Company, to its principal  executive office to the attention of its Chief Financial Officer (or such other Person as the  Company may designate in writing from time to time), with a copy to the Company’s Chief  





 






  13      #109661268 v7  Legal Officer, and, if to a Participant, to the address contained in the Company’s personnel files,  or at such other address as that Participant may hereafter designate in writing to the Company.   Any such notice will be deemed duly given: if delivered personally or via recognized overnight  delivery service, on the date and at the time so delivered; if sent via telecopier or email, on the  date and at the time telecopied or emailed with confirmation of delivery; or, if mailed, five (5)  days after the date of mailing by registered or certified mail.