EX-10.2






Exhibit 10.2




ENTERTAINMENT PROPERTIES TRUST




2007 EQUITY INCENTIVE PLAN




AS AMENDED AND RESTATED














 





Table of Contents




	 	 	 	 	 
	 	 	Page	 
	SECTION 1 INTRODUCTION
	 	 	1	 
	1.1 Establishment
	 	 	1	 
	1.2 Purpose
	 	 	1	 
	1.3 Duration
	 	 	1	 
	1.4 Plan Subject to Shareholder Approval
	 	 	1	 
	 
	 	 	 	 
	SECTION 2 DEFINITIONS
	 	 	1	 
	2.1 Definitions
	 	 	1	 
	2.2 General Interpretive Principles
	 	 	8	 
	 
	 	 	 	 
	SECTION 3 PLAN ADMINISTRATION
	 	 	8	 
	3.1 Composition of Committee
	 	 	8	 
	3.2 Authority of Committee
	 	 	8	 
	3.3 Committee Delegation
	 	 	9	 
	3.4 Determination Under the Plan
	 	 	9	 
	 
	 	 	 	 
	SECTION 4 SHARES SUBJECT TO THE PLAN
	 	 	9	 
	4.1 Number of Shares
	 	 	9	 
	4.2 Unused and Forfeited Shares
	 	 	10	 
	4.3 Adjustments in Authorized Shares
	 	 	10	 
	4.4 General Adjustment Rules
	 	 	10	 
	 
	 	 	 	 
	SECTION 5 PARTICIPATION
	 	 	11	 
	5.1 Basis of Grant
	 	 	11	 
	5.2 Types of Grants; Limits
	 	 	11	 
	5.3 Award Agreements
	 	 	11	 
	5.4 Restrictive Covenants
	 	 	11	 
	5.5 Maximum Annual Award
	 	 	11	 
	5.6 Additional Limits
	 	 	12	 
	 
	 	 	 	 
	SECTION 6 SHARE OPTIONS
	 	 	12	 
	6.1 Grant of Options
	 	 	12	 
	6.2 Option Agreements
	 	 	12	 
	6.3 Shareholder Privileges
	 	 	16	 
	 
	 	 	 	 
	SECTION 7 SHARE APPRECIATION RIGHTS
	 	 	16	 
	7.1 Grant of SARs
	 	 	16	 
	7.2 SAR Award Agreement
	 	 	16	 
	7.3 Exercise of Tandem SARs
	 	 	16	 
	7.4 Exercise of Freestanding SARs
	 	 	17	 
	7.5 Expiration of SARs
	 	 	17	 
	7.6 Payment of SAR Amount
	 	 	17	 






i









 




Table of Contents
(continued)



	 	 	 	 	 
	 	 	Page	 
	SECTION 8 AWARDS OF RESTRICTED SHARE AND RESTRICTED SHARE UNITS
	 	 	17	 
	8.1 Restricted Share Awards Granted by Committee
	 	 	17	 
	8.2 Restricted Share Unit Awards Granted by Committee
	 	 	17	 
	8.3 Restrictions
	 	 	18	 
	8.4 Privileges of a Shareholder, Transferability
	 	 	18	 
	8.5 Enforcement of Restrictions
	 	 	18	 
	8.6 Termination of Service, Death, Disability, etc
	 	 	19	 
	 
	 	 	 	 
	SECTION 9 PERFORMANCE SHARES, PERFORMANCE
UNITS, BONUS SHARES AND DEFERRED SHARES 
	 	 	19	 
	9.1 Awards Granted by Committee
	 	 	19	 
	9.2 Terms of Performance Shares or Performance Units
	 	 	19	 
	9.3 Bonus Shares
	 	 	19	 
	9.4 Deferred Shares
	 	 	19	 
	 
	 	 	 	 
	SECTION 10 PERFORMANCE AWARDS; SECTION 162(M) PROVISIONS
	 	 	20	 
	10.1 Terms of Performance Awards
	 	 	20	 
	10.2 Performance Goals
	 	 	20	 
	10.3 Adjustments
	 	 	21	 
	10.4 Other Restrictions
	 	 	22	 
	10.5 Section 162(m) Limitations
	 	 	22	 
	 
	 	 	 	 
	SECTION 11 REORGANIZATION, CHANGE IN CONTROL OR LIQUIDATION
	 	 	22	 
	 
	 	 	 	 
	SECTION 12 RIGHTS OF EMPLOYEES; PARTICIPANTS
	 	 	23	 
	12.1 Employment
	 	 	23	 
	12.2 Nontransferability
	 	 	23	 
	12.3 Permitted Transfers
	 	 	23	 
	 
	 	 	 	 
	SECTION 13 GENERAL RESTRICTIONS
	 	 	24	 
	13.1 Investment Representations
	 	 	24	 
	13.2 Compliance with Securities Laws
	 	 	24	 
	13.3 Share Restriction Agreement
	 	 	24	 
	 
	 	 	 	 
	SECTION 14 OTHER EMPLOYEE BENEFITS
	 	 	25	 
	 
	 	 	 	 
	SECTION 15 PLAN AMENDMENT, MODIFICATION AND TERMINATION
	 	 	25	 
	15.1 Amendment, Modification, and Termination
	 	 	25	 
	15.2 Adjustment Upon Certain Unusual or Nonrecurring Events
	 	 	25	 
	15.3 Awards Previously Granted
	 	 	25	 
	 
	 	 	 	 
	SECTION 16 WITHHOLDING
	 	 	25	 
	16.1 Withholding Requirement
	 	 	25	 
	16.2 Withholding with Shares
	 	 	25	 






ii









 




Table of Contents
(continued)




	 	 	 	 	 
	 	 	Page	 
	SECTION 17 NONEXCLUSIVITY OF THE PLAN
	 	 	26	 
	17.1 Nonexclusivity of the Plan
	 	 	26	 
	 
	 	 	 	 
	SECTION 18 REQUIREMENTS OF LAW
	 	 	26	 
	18.1 Requirements of Law
	 	 	26	 
	18.2 Code Section 409A
	 	 	26	 
	18.3 Rule 16b-3
	 	 	27	 
	18.4 Governing Law
	 	 	27	 







iii









 








ENTERTAINMENT PROPERTIES TRUST

2007 EQUITY INCENTIVE PLAN




SECTION 1

INTRODUCTION





	1.1	 	Establishment. Entertainment Properties Trust, a Maryland real estate investment trust (the
“Company”), hereby establishes the Entertainment Properties Trust 2007 Equity Incentive Plan
(the “Plan”) for certain employees, non-employee trustees and consultants of the Company.
	 
	1.2	 	Purpose. The purpose of this Plan is to encourage employees of the Company and its
affiliates and subsidiaries, and non-employee trustees of the Company to acquire a proprietary
and vested interest in the growth and performance of the Company. The Plan also is designed
to assist the Company in attracting and retaining employees, non-employee trustees and
consultants by providing them with the opportunity to participate in the success and
profitability of the Company.
	 
	1.3	 	Duration. The Plan shall commence on the Effective Date and shall remain in effect, subject
to the right of the Board to amend or terminate the Plan at any time pursuant to Section 15
hereof, until all Shares subject to the Plan shall have been issued, purchased or acquired
according to the Plan’s provisions. Unless the Plan shall be reapproved by the shareholders
of the Company and the Board renews the continuation of the Plan, no Awards shall be issued
pursuant to the Plan after the tenth (10th) anniversary of the Effective Date.
	 
	1.4	 	Plan Subject to Shareholder Approval. Although the Plan is effective on the Effective Date,
the Plan’s continued existence is subject to the Plan being approved by the Company’s
shareholders within 12 months of the Effective Date. Any Awards granted under the Plan after
the Effective Date but before the approval of the Plan by the Company’s shareholders will
become null and void if the Company’s shareholders do not approve this Plan within such
12-month period.





SECTION 2

DEFINITIONS





	2.1	 	Definitions. The following terms shall have the meanings set forth below.





     “1933 Act” means the Securities Act of 1933.



     “1934 Act” means the Securities Exchange Act of 1934.



     “Affiliate” of the Company means any Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by, or is under common Control with the Company.



1









 





     “Award” means a grant made under this Plan in any form, which may include but is not limited
to, Share Options, Restricted Shares, Restricted Shares Units, Bonus Shares, Deferred Shares,
Performance Shares, Share Appreciation Rights and Performance Units.



     “Award Agreement” means a written agreement or instrument between the Company and a Holder
evidencing an Award.



     “Beneficiary” means the person, persons, trust or trusts which have been designated by a
Holder in his or her most recent written beneficiary designation filed with the Company to receive
the benefits specified under this Plan upon the death of the Holder, or, if there is no designated
beneficiary or surviving designated beneficiary, then the Person or Persons entitled by will or the
laws of descent and distribution to receive such benefits.



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



     “Bonus Shares” means Shares that are awarded to a Participant without cost and without
restriction in recognition of past performance (whether determined by reference to another employee
benefit plan of the Company or otherwise) or as an incentive to become an employee of the Company
or a Subsidiary.



     “Cause” means, unless otherwise defined in an Award Agreement or otherwise defined in a
Participant’s employment agreement (in which case such definition will apply) any of the following:




	 	(i)	 	Participant’s conviction of, plea of guilty to, or plea of nolo contendere to a
felony or other crime that involves fraud or dishonesty;
	 
	 	(ii)	 	Any willful action or omission by a Participant which would constitute grounds
for immediate dismissal under the employment policies of the Company by which
Participant is employed, including intoxication with alcohol or illegal drugs while on
the premises of the Company, or violation of sexual harassment laws or the internal
sexual harassment policy of the Company by which Participant is employed;
	 
	 	(iii)	 	Participant’s habitual neglect of duties, including repeated absences from
work without reasonable excuse; or
	 
	 	(iv)	 	Participant’s willful and intentional material misconduct in the performance of
his duties that results in financial detriment to the Company;






	 	 	provided, however, that for purposes of clauses (ii), (iii) and (iv), “Cause” shall not
include any one or more of the following: bad judgment, negligence or any act or omission
believed by the Participant in good faith to have been in or not opposed to the interest of
the Company (without intent of the Participant to gain, directly or indirectly, a profit to
which the Participant was not legally entitled). A Participant who agrees to resign from
his affiliation with the Company in lieu of being terminated for Cause may be deemed, in the
sole discretion of the Committee, to have been terminated for Cause for purposes of this
Plan.




2









 











     “Change in Control” means the first to occur of the following events:




	 	(i)	 	Incumbent Trustees cease for any reason to constitute at least a majority of
the Board.
	 
	 	(ii)	 	Any “person” (as defined in Section 3(a)(9) of the 1934 Act and as used in
Sections 13(d)(3) and 14(d)(2) of the 1934 Act) or “group” (within the contemplation of
Section 13(d)(3) of the 1934 Act and Rule 13d-5 thereunder) is or becomes a “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act) or controls the voting power,
directly or indirectly, of shares of the Company representing 25% or more of the
Company Voting Securities, other than (1) an acquisition of Company Voting Securities
by an underwriter pursuant to an offering of shares by the Company, (2) a
Non-Qualifying Transaction, or (3) an acquisition of Company Voting Securities directly
from the Company which is approved by a majority of the Incumbent Trustees.
	 
	 	(iii)	 	A Business Combination, other than a Non-Qualifying Transaction, is
consummated.
	 
	 	(iv)	 	The shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company.
	 
	 	(v)	 	The acquisition of direct or indirect Control of the Company by any “person” or
“group.”
	 
	 	(vi)	 	Any transaction or series of transactions which results in the Company being
“closely held” within the meaning of the REIT provisions of the Code, after any
applicable grace period, and with respect to which the Board has either waived or
failed to enforce the “Excess Share” provisions of the Company’s Amended and Restated
Declaration of Trust.





     For purposes of this Change in Control definition:




	 	A.	 	“Company Voting Securities” shall mean the outstanding shares of the Company
eligible to vote in the election of trustees of the Company.
	 
	 	B.	 	“Company 25% Shareholder” shall mean any “person” or “group” which beneficially
owns or has voting control of 25% or more of the Company Voting Securities.
	 
	 	C.	 	“Business Combination” shall mean a merger, consolidation, acquisition, sale of
all or substantially all of the Company’s assets or properties, statutory share
exchange or similar transaction involving the Company or any of its subsidiaries that
requires the approval of the Company’s shareholders, whether for the transaction itself
or the issuance or exchange of securities in the transaction.
	 
	 	D.	 	“Incumbent Trustees” shall mean (1) the trustees of the Company as of the
Effective Date or (2) any trustee elected subsequent to the Effective Date whose




3









 






	 	 	 	election or nomination was approved by a vote of at least two-thirds of the
Incumbent Trustees then on the Board (either by specific vote or approval of a proxy
statement of the Company in which such person is named as a nominee for trustee).
	 
	 	E.	 	“Parent Corporation” shall mean the ultimate parent entity that directly or
indirectly has beneficial ownership or voting control of a majority of the outstanding
voting securities eligible to elect directors of a Surviving Corporation.
	 
	 	F.	 	“Surviving Corporation” shall mean the entity resulting from a Business
Combination.
	 
	 	G.	 	“Non-Qualifying Transaction” shall mean a Business Combination in which all of
the following criteria are met: (1) more than 50% of the total voting power of the
Surviving Corporation or, if applicable, the Parent Corporation, is represented by
Company Voting Securities that were outstanding immediately prior to the Business
Combination (or, if applicable, is represented by shares into which the Company Voting
Securities were converted pursuant to the Business Combination and held in
substantially the same proportion as the Company Voting Securities were held
immediately prior to the Business Combination), (2) no “person” or “group” (other than
a Company 25% Shareholder or any employee benefit plan (or related trust) sponsored or
maintained by the Surviving Corporation or the Parent Corporation) would become the
beneficial owner, directly or indirectly, of 25% or more of the total voting power of
the outstanding voting securities eligible to elect directors of the Parent Corporation
(or, if there is no Parent Corporation, the Surviving Corporation) and no Company 25%
Shareholder would increase its percentage of such total voting power as a result of the
transaction, and (3) at least a majority of the members of the board of directors or
similar governing body of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) following the consummation of the Business
Combination were Incumbent Trustees at the time of the Board’s approval of the Business
Combination.






	 	 	Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely
because any “person” or “group” acquires beneficial ownership or voting control of more than
25% of the Company Voting Securities as a result of any acquisition of Company Voting
Securities by the Company, but if after that acquisition by the Company the “person” or
“group” becomes the beneficial owner or obtains voting control of any additional Company
Voting Securities, a Change in Control shall be deemed to occur unless otherwise exempted as
set forth above.





     “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time, and
the rules and regulations promulgated thereunder.



     “Committee” means (i) the Board, or (ii) one or more committees of the Board to whom the Board
has delegated all or part of its authority under this Plan. Initially, the Committee shall



4









 




be the Compensation Committee of the Board which is delegated all of the Board’s authority
under this Plan as contemplated by clause (ii) above.




     “Company” means Entertainment Properties Trust, a Maryland real estate investment trust, and
any successor thereto.



     “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise.



     “Covered Employee” means an Employee that meets the definition of “covered employee” under
Section 162(m)(3) of the Code.



     “Date of Grant” or “Grant Date” means, with respect to any Award, the date as of which such
Award is granted under the Plan.



     “Deferred Shares” means Shares that are awarded to a Participant on a deferred basis pursuant
to Section 9.4.



     “Disabled” or “Disability” means an individual (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, receiving income replacement benefits for a period of
not less than 3 months under a Company-sponsored accident and health plan. Notwithstanding the
above, with respect to an Incentive Share Option and the period of time following a separation from
service in which a Holder may exercise such Incentive Share Option, “disabled” shall have the same
meaning as defined in Code section 22(e)(3).



     “Effective Date” means April 2, 2007.



     “Eligible Employees” means all Employees (including officers and trustees who are also
Employees) of the Company or an Affiliate upon whose judgment, initiative and efforts the Company
depends, or will depend, for the successful conduct of the Company’s business.



     “Employee” means a common law employee of the Company or an Affiliate.



     “Executive Officer” means (i) the president of the Company, any vice president of the Company,
including any vice president of the Company in charge of a principal business unit, division or
function (such as sales, administration, or finance), any other officer who performs a policy
making function or any other person who performs similar policy making functions for the Company,
(ii) Executive Officers (as defined in part (i) of this definition) of subsidiaries of the Company
who perform policy making functions for the Company, and (iii) any Person designated or identified
by the Board as being an Executive Officer for purposes of the 1933 Act or the 1934 Act, including
any Person designated or identified by the Board as being a Section 16 Person.



5









 





     “Fair Market Value” means, as of any date, the value of a Share determined in good faith, from
time to time, by the Committee in its sole discretion, and for this purpose the Committee may adopt
such formulas as in its opinion shall reflect the true fair market value of such Share from time to
time and may rely on such independent advice with respect to such fair market value as the
Committee shall deem appropriate. In the event that the Shares of the Company are traded on a
national securities exchange, the Committee may determine that the Fair Market Value of the Share
shall be based upon the closing price on the trading day of the applicable date as reported in The
Wall Street Journal and consistently applied. If the securities exchange is closed on the
applicable date, the closing price on the next day the securities exchange is open will be the Fair
Market Value.



     “Freestanding SAR” means any SAR that is granted independently of any Option.



     “Holder” means a Participant, Beneficiary or Permitted Transferee who is in possession of an
Award Agreement representing an Award that (i) in the case of a Participant has been granted to
such individual, (ii) in the case of a Beneficiary has been transferred to such person under the
laws of descent and distribution, or (iii) in the case of a Permitted Transferee, has been
transferred to such person as permitted by the Committee, and, with respect to all of the above
cases (i), (ii) and (iii), such Award Agreement has not expired, been canceled or terminated.
“Incentive Share Option” means any Option designated as such and granted in accordance with the
requirements of Section 422 of the Code.



     “Nonqualified Share Option” means any Option to purchase Shares that is not an Incentive Share
Option.



     “Option” means a right to purchase Shares at a stated price for a specified period of time.
Such definition includes both Nonqualified Share Options and Incentive Share Options.



     “Option Agreement” or “Option Award Agreement” means a written agreement or instrument between
the Company and a Holder evidencing an Option.



     “Option Exercise Price” means the price at which Shares subject to an Option may be purchased,
determined in accordance with Section 6.2(b).



     “Optionee” shall have the meaning as set forth in Section 6.2. For the avoidance of any
doubt, in situations where the Option has been transferred to a Permitted Transferee or passed to a
Beneficiary in accordance with the laws of descent and distribution, the Optionee will not be the
same person as the Holder of the Option.



     “Participant” means a Service Provider of the Company designated by the Committee from time to
time during the term of the Plan to receive one or more Awards under the Plan.



     “Performance Award” means any Award that will be issued or granted, or become vested or
payable, as the case may be, upon the achievement of certain performance goals (as described in
Section 10) to a Participant pursuant to Section 10.



     “Performance Period” means the period of time as specified by the Committee during which any
performance goals are to be measured.



6









 





     “Performance Shares” means an Award made pursuant to Section 9 which entitles a Holder to
receive Shares, their cash equivalent, or a combination thereof based on the achievement of
performance targets during a Performance Period.



     “Performance Units” means an Award made pursuant to Section 9 which entitles a Holder to
receive cash, Shares or a combination thereof based on the achievement of performance goals during
a Performance Period.



     “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the 1934 Act and
used in Sections 13(d) and 14(d) thereof, including “group” as defined in Section 13(d) thereof.



     “Plan” means the Entertainment Properties Trust 2007 Equity Incentive Plan, as set forth in
this instrument and as hereafter amended from time to time.



     “Restricted Shares” means Shares granted under Section 8 that are subject those restrictions
set forth therein and the Award Agreement.



     “Restricted Shares Unit” means an Award granted under Section 8 evidencing the Holder’s right
to receive a Share (or, at the Committee’s discretion, a cash payment equal to the Fair Market
Value of a Share) at some future date and that is subject those restrictions set forth therein and
the Award Agreement.



     “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act.



     “SAR” or “Share Appreciation Right” means an Award, granted either alone or in connection with
an Option, that is designated as a SAR pursuant to Section 7.



     “SAR Holder” shall have the meaning as set forth in Section 7.2.



     “Section 16 Person” means a Person who is subject to obligations under Section 16 of the 1934
Act with respect to transactions involving equity securities of the Company.



     “Service Provider” means an Eligible Employee, a non-employee trustee of the Company or
consultant of the Company.



     “Shares” means the shares of beneficial interest in the Company.



     “Subsidiary” means (i) in the case of an Incentive Share Option a “subsidiary corporation,”
whether now or hereafter existing, as defined in section 424(f) of the Code, and (ii) in the case
of any other type of Award, in addition to a subsidiary corporation as defined in clause (i), a
limited liability company, partnership or other entity in which the Company controls fifty percent
(50%) or more of the voting power or equity interests.



     “Tandem SAR” means a SAR which is granted in connection with, or related to, an Option, and
which requires forfeiture of the right to purchase an equal number of Shares under the related
Option upon the exercise of such SAR; or alternatively, which requires the cancellation of an equal
amount of SARs upon the purchase of the Shares subject to the Option.



7









 





     “Vested Option” means any Option, or portion thereof, which is exercisable by the Holder.
Vested Options remain exercisable only for that period of time as provided for under this Plan and
any applicable Option Award Agreement. Once a Vested Option is no longer exercisable after
otherwise having been exercisable, the Option shall become null and void.




	2.2	 	General Interpretive Principles. (i) Words in the singular shall include the plural and vice
versa, and words of one gender shall include the other gender, in each case, as the context
requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall,
unless otherwise stated, be construed to refer to this Plan and not to any particular
provision of this Plan, and references to Sections are references to the Sections of this Plan
unless otherwise specified; (iii) the word “including” and words of similar import when used
in this Plan shall mean “including, without limitation,” unless otherwise specified; and
(iv) any reference to any U.S. federal, state, or local statute or law shall be deemed to also
refer to all amendments or successor provisions thereto, as well as all rules and regulations
promulgated under such statute or law, unless the context otherwise requires.





SECTION 3

PLAN ADMINISTRATION





	3.1	 	Composition of Committee. The Plan shall be administered by the Committee. To the extent
the Board considers it desirable for transactions relating to Awards to be eligible to qualify
for an exemption under Rule 16b-3, the Committee shall consist of two or more trustees of the
Company, all of whom qualify as “non-employee directors” within the meaning of Rule 16b-3. To
the extent the Board considers it desirable for compensation delivered pursuant to Awards to
be eligible to qualify for an exemption from the limit on tax deductibility of compensation
under section 162(m) of the Code, the Committee shall consist of two or more trustees of the
Company, all of whom shall qualify as “outside directors” within the meaning of Code section
162(m).
	 
	3.2	 	Authority of Committee. Subject to the terms of the Plan and applicable law, and in addition
to other express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to:






	 	(a)	 	select the Service Providers to whom Awards may from time to time be granted
hereunder;
	 
	 	(b)	 	determine the type or types of Awards to be granted to eligible Service
Providers;
	 
	 	(c)	 	determine the number of Shares to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in connection with, Awards;
	 
	 	(d)	 	determine the terms and conditions of any Award;
	 
	 	(e)	 	determine whether, and to what extent, and under what circumstances Awards may
be settled or exercised in cash, Shares, other securities, other Awards or other
property;






8











 






	 	(f)	 	determine whether, and to what extent, and under what circumstance Awards may
be canceled, forfeited, or suspended and the method or methods by which Awards may be
settled, exercised, canceled, forfeited, or suspended;
	 
	 	(g)	 	correct any defect, supply an omission, reconcile any inconsistency and
otherwise interpret and administer the Plan and any instrument or Award Agreement
relating to the Plan or any Award hereunder;
	 
	 	(h)	 	modify and amend the Plan, establish, amend, suspend, or waive such rules,
regulations and procedures of the Plan, and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and
	 
	 	(i)	 	make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.






	3.3	 	Committee Delegation. The Committee may delegate to any member of the Board or committee of
Board members such of its powers as it deems appropriate, including the power to sub-delegate,
except that, pursuant to such delegation or sub-delegation, only a member of the Board (or a
committee thereof) may grant Awards from time to time to specified categories of Service
Providers in amounts and on terms to be specified by the Board or the Committee; provided that
no such grants shall be made other than by the Board or the Committee to individuals who are
then Section 16 Persons or other than by the Committee to individuals who are then or are
deemed likely to become a “covered employee” within the meaning of Code section 162(m). A
majority of the members of the Committee may determine its actions and fix the time and place
of its meetings.
	 
	3.4	 	Determination Under the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, adjustments, interpretations, and other decisions under or with
respect to the Plan, any Award or Award Agreement shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding upon all
persons, including the Company, any Participant, any Holder, and any shareholder. No member
of the Committee shall be liable for any action, determination or interpretation made in good
faith, and all members of the Committee shall, in addition to their rights as trustees, be
fully protected by the Company with respect to any such action, determination or
interpretation.





SECTION 4

SHARES SUBJECT TO THE PLAN





	4.1	 	Number of Shares. Subject to adjustment as provided in Section 4.3 and subject to the
maximum amount of Shares that may be granted to an individual in a calendar year as set forth
in Section 5.5, no more than a total of One Million Nine Hundred and Fifty Thousand
(1,950,000) Shares are authorized for issuance under the Plan in accordance with the
provisions of the Plan and subject to such restrictions or other provisions as the Committee
may from time to time deem necessary. Any Shares issued hereunder may consist, in whole or in
part, of authorized and unissued shares or treasury shares. The Shares may be divided among
the various Plan components as the Committee shall




9









 






	 	 	determine. Shares that are subject to an underlying Award and Shares that are issued
pursuant to the exercise of an Award shall be applied to reduce the maximum number of Shares
remaining available for use under the Plan. The Company shall at all times during the term
of the Plan and while any Awards are outstanding retain as authorized and unissued Shares,
or as treasury Shares, at least the number of Shares from time to time required under the
provisions of the Plan, or otherwise assure itself of its ability to perform its obligations
hereunder.
	 
	4.2	 	Unused and Forfeited Shares. Any Shares that are subject to an Award under this Plan that
are not used because the terms and conditions of the Award are not met, including any Shares
that are subject to an Award that expires or is terminated for any reason, or any Shares that
are not used because the Award is settled in cash, shall automatically become available for
use under the Plan. Notwithstanding the foregoing, any Shares used for full or partial
payment of the purchase price of the Shares with respect to which an Option is exercised, and
any Shares retained by the Company pursuant to Section 16.2 will still be considered as having
been granted for purposes of determining whether the Share limitation provided for in Section
4.1 has been reached.
	 
	4.3	 	Adjustments in Authorized Shares. If, without the receipt of consideration therefore by the
Company, the Company shall at any time increase or decrease the number of its outstanding
Shares or change in any way the rights and privileges of such Shares such as, but not limited
to, the payment of a share dividend or any other distribution upon such Shares payable in
Shares, or through a share split, subdivision, consolidation, combination, reclassification or
recapitalization involving the Shares, such that an adjustment is necessary in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan, then in relation to the Shares that are affected by one or more of
the above events, the numbers, rights and privileges of (i) the Shares as to which Awards may
be granted under the Plan, (ii) the exercise or purchase price of each outstanding Award, and
(iii) the Shares then included in each outstanding Award granted hereunder, shall be
increased, decreased or changed in like manner, as if the Shares underlying the Award had been
issued and outstanding, fully paid and non assessable at the time of such occurrence. The
manner in which Awards are adjusted pursuant to this Section 4.3 is to be determined by the
Board or the Committee; provided that all adjustments must be determined by the Board or
Committee in good faith, and must be effectuated so as to preserve the value that any
Participant has in outstanding Awards as of the time of the event giving rise to any potential
dilution or enlargement of rights.
	 
	4.4	 	General Adjustment Rules.






	 	(a)	 	If any adjustment or substitution provided for in this Section 4 shall result
in the creation of a fractional Share under any Award, such fractional Share shall be
rounded to the nearest whole Share and fractional Shares shall not be issued.
	 
	 	(b)	 	In the case of any such substitution or adjustment affecting an Option or a SAR
(including a Nonqualified Share Option) such substitution or adjustments shall be made
in a manner that is in accordance with the substitution and assumption rules




10









 






	 	 	 	set forth in Treasury Regulations 1.424-1 and the applicable guidance relating to
Code section 409A.





SECTION 5

PARTICIPATION





	5.1	 	Basis of Grant. Participants in the Plan shall be those Service Providers, who, in the
judgment of the Committee, have performed, are performing, or during the term of their
incentive arrangement will perform, important services in the management, operation and
development of the Company, and significantly contribute, or are expected to significantly
contribute, to the achievement of long-term corporate economic objectives.
	 
	5.2	 	Types of Grants; Limits. Participants may be granted from time to time one or more Awards;
provided, however, that the grant of each such Award shall be separately approved by the
Committee or its designee, and receipt of one such Award shall not result in the automatic
receipt of any other Award. Written notice shall be given to such Person, specifying the
terms, conditions, right and duties related to such Award. Under no circumstance shall
Incentive Share Options be granted to (i) non-employee trustees, or (ii) any person not
permitted to receive Incentive Share Options under the Code.
	 
	5.3	 	Award Agreements. Each Participant shall enter into an Award Agreement(s) with the Company,
in such form as the Committee shall determine and which is consistent with the provisions of
the Plan, specifying such terms, conditions, rights and duties. Unless otherwise explicitly
stated in the Award Agreement, Awards shall be deemed to be granted as of the date specified
in the grant resolution of the Committee, which date shall be the date of any related
agreement(s) with the Participant. Unless provided for in a particular Award Agreement that
the terms of the Plan are being superseded, in the event of any inconsistency between the
provisions of the Plan and any such Award Agreement(s) entered into hereunder, the provisions
of the Plan shall govern.
	 
	5.4	 	Restrictive Covenants. The Committee may, in its sole and absolute discretion, place certain
restrictive covenants in an Award Agreement requiring the Participant to agree to refrain from
certain actions. Such Restrictive Covenants, if contained in the Award Agreement, will be
binding on the Participant.
	 
	5.5	 	Maximum Annual Award. The maximum number of Shares with respect to which an Award or Awards
may be granted to any Participant in any one taxable year of the Company (the “Maximum Annual
Participant Award”) shall not exceed Seven Hundred Fifty Thousand (750,000) Shares (subject to
adjustment pursuant to Sections 4.3 and 4.4). If an Option is in tandem with a SAR, such that
the exercise of the Option or SAR with respect to a Share cancels the tandem SAR or Option
right, respectively, with respect to each Share, the tandem Option and SAR rights with respect
to each Share shall be counted as covering but one Share for purposes of the Maximum Annual
Participant Award.




11









 






	5.6	 	Additional Limits. After April 13, 2009, awards of restricted shares, restricted share
units, bonus shares, performance shares, deferred shares and performance units settled in shares available for issuance under the Plan will be capped at 425,000 shares.





SECTION 6

SHARE OPTIONS





	6.1	 	Grant of Options. A Participant may be granted one or more Options. The Committee in its
sole discretion shall designate whether an Option is an Incentive Share Option or a
Nonqualified Share Option. The Committee may grant both an Incentive Share Option and a
Nonqualified Share Option to the same Participant at the same time or at different times.
Incentive Share Options and Nonqualified Share Options, whether granted at the same or
different times, shall be deemed to have been awarded in separate grants, shall be clearly
identified, and in no event shall the exercise of one Option affect the right to exercise any
other Option or affect the number of Shares for which any other Option may be exercised.
	 
	6.2	 	Option Agreements. Each Option granted under the Plan shall be evidenced by a written Option
Award Agreement which shall be entered into by the Company and the Participant to whom the
Option is granted (the “Optionee”), and which shall contain, or be subject to, the following
terms and conditions, as well as such other terms and conditions not inconsistent therewith,
as the Committee may consider appropriate in each case.






	 	(a)	 	Number of Shares. Each Option Award Agreement shall state that it covers a
specified number of Shares, as determined by the Committee. To the extent that the
aggregate Fair Market Value of Shares with respect to which Options designated as
Incentive Share Options are exercisable for the first time by any Optionee during any
calendar year exceeds $100,000 or, if different, the maximum limitation in effect at
the time of grant under section 422(d) of the Code, such Options in excess of such
limit shall be treated as Nonqualified Share Options. The foregoing shall be applied
by taking Options into account in the order in which they were granted. For the
purposes of the foregoing, the Fair Market Value of any Share shall be determined as of
the time the Option with respect to such Share is granted. In the event the foregoing
results in a portion of an Option designated as an Incentive Share Option exceeding the
$100,000 limitation, only such excess shall be treated as a Nonqualified Share Option.
	 
	 	(b)	 	Price. Each Option Award Agreement shall state the Option Exercise Price at
which each Share covered by an Option may be purchased. Such Option Exercise Price
shall be determined in each case by the Committee, but in no event shall the Option
Exercise Price for each Share covered by an Option be less than the Fair Market Value
of the Share on the Option’s Grant Date, as determined by the Committee; provided,
however, that the Option Exercise Price for each Share covered by an Incentive Share
Option granted to an Eligible Employee who then owns Shares possessing more than 10% of
the total combined voting power of all classes of Shares of the Company or any parent
or Subsidiary corporation of the




12









 






	 	 	 	Company must be at least 110% of the Fair Market Value of the Share subject to the
Incentive Share Option on the Option’s Grant Date.
	 
	 	(c)	 	Duration of Options. Each Option Award Agreement shall state the period of
time, determined by the Committee, within which the Option may be exercised by the
Holder (the “Option Period”). The Option Period must expire, in all cases, not more
than ten years from the Option’s Grant Date; provided, however, that the Option Period
of an Incentive Share Option granted to an Eligible Employee who then owns Shares
possessing more than 10% of the total combined voting power of all classes of Shares of
the Company must expire not more than five years from the Option’s Grant Date. Each
Option Award Agreement shall also state the periods of time, if any, as determined by
the Committee, when incremental portions of each Option shall become exercisable. If
any Option or portion thereof is not exercised during its Option Period, such
unexercised portion shall be deemed to have been forfeited and have no further force or
effect.
	 
	 	(d)	 	Termination of Service, Death, Disability, etc. Each Option Agreement shall
state the period of time, if any, determined by the Committee, within which the Vested
Option may be exercised after an Optionee ceases to be a Service Provider on account of
the Participant’s death, Disability, voluntary resignation, retirement, cessation as a
trustee, or the Company having terminated such Optionee’s employment with or without
Cause. A termination of service shall not occur if the Employee is on military leave,
sick leave or other bona fide leave of absence (such as temporary employment by the
government) if the period of such leave does not exceed six months, or if longer, as
long as the Employee’s right to reemployment with the Company or an Affiliate is
provided either by statute or by contract. A Participant’s cessation as an Employee
but continuation as a trustee of the Company will not constitute a termination of
service under the Plan. Unless an Option Agreement provides otherwise, a Participant’s
change in status between serving as an employee and/or trustee will not be considered a
termination of the Participant serving as a Service Provider for purposes of any Option
expiration period under the Plan.
	 
	 	(e)	 	Transferability. Except as otherwise determined by the Committee, Options
shall not be transferable by the Optionee except by will or pursuant to the laws of
descent and distribution. Each Vested Option shall be exercisable during the
Optionee’s lifetime only by him or her, or in the event of Disability or incapacity, by
his or her guardian or legal representative. Shares issuable pursuant to any Option
shall be delivered only to or for the account of the Optionee, or in the event of
Disability or incapacity, to his or her guardian or legal representative.
	 
	 	(f)	 	Exercise, Payments, etc.






	 	(i)	 	Unless otherwise provided in the Option Award Agreement, each
Vested Option may be exercised by delivery to the Corporate Secretary of the
Company a written notice specifying the number of Shares with respect to which
such Option is exercised and payment of the Option Exercise Price.




13









 






	 	 	 	Such notice shall be in a form satisfactory to the Committee or its designee
and shall specify the particular Vested Option that is being exercised and
the number of Shares with respect to which the Vested Option is being
exercised. The exercise of the Vested Option shall be deemed effective upon
receipt of such notice by the Corporate Secretary and payment to the
Company. The purchase of such Shares shall take place at the principal
offices of the Company upon delivery of such notice, at which time the
purchase price of the Shares shall be paid in full by any of the methods or
any combination of the methods set forth in clause (ii) below.
	 
	 	(ii)	 	The Option Exercise Price may be paid by any of the following
methods:






	 	A.	 	Cash or certified bank check;
	 
	 	B.	 	By delivery to the Company Shares then owned by
the Holder, the Fair Market Value of which equals the purchase price of
the Shares purchased pursuant to the Vested Option, properly endorsed
for transfer to the Company; provided, however, that Shares used for
this purpose must have been held by the Holder for such minimum period
of time as may be established from time to time by the Committee; and
provided further that the Fair Market Value of any Shares delivered in
payment of the purchase price upon exercise of the Options shall be the
Fair Market Value as of the exercise date, which shall be the date of
delivery of the Shares used as payment of the Option Exercise Price;
	 
	 	 	 	In lieu of actually surrendering to the Company the Shares then owned
by the Holder, the Committee may, in its discretion permit the Holder
to submit to the Company a statement affirming ownership by the
Holder of such number of Shares and request that such Shares,
although not actually surrendered, be deemed to have been surrendered
by the Holder as payment of the exercise price;
	 
	 	C.	 	For any Holder other than an Executive Officer
or except as otherwise prohibited by the Committee, by payment through
a broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board; or
	 
	 	D.	 	To the extent the Option Award Agreement so
provides, payment of the Option Exercise Price for shares purchased
pursuant to exercise of an Option may be made in any other form that is
consistent with applicable laws, regulations and rules or any
combination of the consideration provided in the foregoing subsections
(A), (B), and (C).




14









 












	 	(iii)	 	The Company may not guarantee a third-party loan obtained by a
Holder to pay any portion of the entire Option Exercise Price of the Shares.






	 	(g)	 	Date of Grant. Unless otherwise specifically specified in the Option Award
Agreement, an option shall be considered as having been granted on the date specified
in the grant resolution of the Committee.
	 
	 	(h)	 	Withholding.






	 	(A)	 	Nonqualified Share Options. Upon any exercise of a
Nonqualified Share Option, the Optionee shall make appropriate arrangements
with the Company to provide for the minimum amount of additional withholding
required by applicable federal and state income tax and payroll laws, including
payment of such taxes through delivery of Shares or by withholding Shares to be
issued under the Option, as provided in Section 16 hereof.
	 
	 	(B)	 	Incentive Share Options. In the event that an Optionee makes a
disposition (as defined in Code section 424(c)) of any Shares acquired pursuant
to the exercise of an Incentive Share Option prior to the later of (i) the
expiration of two years from the date on which the Incentive Share Option was
granted or (ii) the expiration of one year from the date on which the Option
was exercised, the Participant shall send written notice to the Company at its
principal office (Attention: Corporate Secretary) of the date of such
disposition, the number of shares disposed of, the amount of proceeds received
from such disposition, and any other information relating to such disposition
as the Company may reasonably request. The Optionee shall, in the event of
such a disposition, make appropriate arrangements with the Company to provide
for the amount of additional withholding, if any, required by applicable
Federal and state income tax laws.






	 	(i)	 	Adjustment of Options. Subject to the limitations set forth below and those
contained in Sections 4, 6 and 15, the Committee may make any adjustment in the Option
Exercise Price, the number of Shares subject to, or the terms of, an outstanding Option
and a subsequent granting of an Option by amendment or by substitution of an
outstanding Option. Such amendment, substitution, or re-grant may result in terms and
conditions (including Option Exercise Price, number of Shares covered, vesting schedule
or exercise period) that differ from the terms and conditions of the original Option.
The Committee may not, however, adversely affect the rights of any Optionee to
previously granted Options without the consent of such Optionee. If such action is
affected by the amendment, the effective date of such amendment shall be the date of
the original grant. Any adjustment, modification, extension or renewal of an Option
shall be effected such that the Option is either exempt from, or is compliant with,
Code section 409A.




15









 






	 	(j)	 	No Option Repricing Without Shareholder Approval. In no event may the
Committee grant Options in replacement of Options previously granted under this Plan or
any other compensation plan of the Company, or may the Committee amend outstanding
Options (including amendments to adjust an Option price) unless such replacement or
adjustment (i) is subject to and approved by the Company’s shareholders or (ii) would
not be deemed to be a repricing under the rules of the New York Stock Exchange.






	6.3	 	Shareholder Privileges. No Holder shall have any rights as a shareholder with respect to any
Shares covered by an Option until the Holder becomes the holder of record of such Shares, and
no adjustments shall be made for dividends or other distributions or other rights as to which
there is a record date preceding the date such Holder becomes the holder of record of such
Shares, except as provided in Section 4.





SECTION 7

SHARE APPRECIATION RIGHTS





	7.1	 	Grant of SARs. Subject to the terms and conditions of this Plan, a SAR may be granted to a
Participant at any time and from time to time as shall be determined by the Committee in its
sole discretion. The Committee may grant Freestanding SARs or Tandem SARs, or any combination
thereof.






	 	(a)	 	Number of Shares. The Committee shall have complete discretion to determine
the number of SARs granted to any Participant, subject to the limitations imposed in
this Plan and by applicable law.
	 
	 	(b)	 	Exercise Price and Other Terms. All SARs shall be granted with an exercise
price no less than the Fair Market Value of the underlying Shares on the SARs’ Date of
Grant. The Committee, subject to the provisions of this Plan, shall have complete
discretion to determine the terms and conditions of SARs granted under this Plan. The
exercise price per Share of Tandem SARs shall equal the exercise price per Share of the
related Option.






	7.2	 	SAR Award Agreement. Each SAR granted under the Plan shall be evidenced by a written SAR
Award Agreement which shall be entered into by the Company and the Participant to whom the SAR
is granted (the “SAR Holder”), and which shall specify the exercise price per share, the terms
of the SAR, the conditions of exercise, and such other terms and conditions as the Committee
in its sole discretion shall determine.






	7.3	 	Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject
to the related Option upon the surrender of the right to exercise the equivalent portion of
the related Option. A Tandem SAR may be exercised only with respect to the Shares for which
its related Option is then exercisable. With respect to a Tandem SAR granted in connection
with an Incentive Share Option: (a) the Tandem SAR shall expire no later than the expiration
of the underlying Incentive Share Option; (b) the value of the payout with respect to the
Tandem SAR shall be for no more than one hundred percent (100%) of the difference between the
Exercise Price per Share of the underlying




16









 






	 	 	Incentive Share Option and the Fair Market Value per Share of the Shares subject to the
underlying Incentive Share Option at the time the Tandem SAR is exercised; and (c) the
Tandem SAR shall be exercisable only when the Fair Market Value per Share of the Shares
subject to the Incentive Share Option exceeds the per share Option Price per Share of the
Incentive Share Option.
	 
	7.4	 	Exercise of Freestanding SARs. Freestanding SARs shall be exercisable on such terms and
conditions as the Committee in its sole discretion shall determine; provided, however, that no
Freestanding SAR granted to a Section 16 Person shall be exercisable until at least six (6)
months after the Date of Grant or such shorter period as may be permissible while maintaining
compliance with Rule 16b-3.






	7.5	 	Expiration of SARs. Each SAR Award Agreement shall state the period of time, if any,
determined by the Committee, within which the SAR may be exercised after a SAR Holder ceases
to be a Service Provider on account of the Participant’s death, Disability, voluntary
resignation, cessation as a trustee, or the Company having terminated such SAR Holder’s
employment with or without Cause. All Tandem SARs and Freestanding SARs must expire, in all
cases, not more than ten years from the date of grant. Unless otherwise specifically provided
for in the SAR Award agreement, a Tandem SAR granted under this Plan shall be exercisable at
such time or times and only to the extent that the related Option is exercisable. The Tandem
SAR shall terminate and no longer be exercisable upon the termination or exercise of the
related Options, except that Tandem SARs granted with respect to less than the full number of
shares covered by a related Option shall not be reduced until the exercise or termination of
the related Option exceeds the number of Shares not covered by the SARs.






	7.6	 	Payment of SAR Amount. Upon exercise of a SAR, a Holder shall be entitled to receive payment
from the Company in an amount determined by multiplying (i) the positive difference between
the Fair Market Value of a Share on the date of exercise over the exercise price per Share by
(ii) the number of Shares with respect to which the SAR is exercised. The payment upon a SAR
exercise may be in whole Shares of equivalent value, cash, or a combination of whole Shares
and cash. Fractional Shares shall be rounded down to the nearest whole Share.





SECTION 8

AWARDS OF RESTRICTED SHARE AND RESTRICTED SHARE UNITS





	8.1	 	Restricted Share Awards Granted by Committee. Coincident with or following designation for
participation in the Plan and subject to the terms and provisions of the Plan, the Committee,
at any time and from time to time, may grant Restricted Shares to any Service Provider in such
amounts as the Committee shall determine.






	8.2	 	Restricted Share Unit Awards Granted by Committee. Coincident with or following designation
for participation in the Plan and subject to the terms and provisions of the Plan, the
Committee may grant a Service Provider Restricted Share Units in connection with or separate
from a grant of Restricted Shares. Upon the vesting of Restricted Share




17









 






	 	 	Units, the Holder shall be entitled to receive the full value of the Restricted Share Units
payable in either Shares or cash.
	 
	8.3	 	Restrictions. A Holder’s right to retain Restricted Shares or be paid with respect to
Restricted Share Units shall be subject to such restrictions, including him or her continuing
to perform as a Service Provider for a restriction period specified by the Committee, or the
attainment of specified performance goals and objectives, as may be established by the
Committee with respect to such Award. The Committee may in its sole discretion require
different periods of service or different performance goals and objectives with respect to
(i) different Holders, (ii) different Restricted Shares or Restricted Share Unit Awards, or
(iii) separate, designated portions of the Shares constituting a Restricted Share Award. Any
grant of Restricted Shares or Restricted Share Units shall contain terms such that the Award
is either exempt from Code section 409A or complies with such section.






	8.4	 	Privileges of a Shareholder, Transferability. Unless otherwise provided in the Award
Agreement, a Participant shall have all voting, dividend, liquidation and other rights with
respect to Restricted Shares. The Committee may provide that any dividends paid on Restricted
Shares prior to such Shares becoming vested shall be held in escrow by the Company and subject
to the same restrictions on transferability and forfeitability as the underlying Restricted
Shares. Any voting, dividend, liquidation or other rights shall accrue to the benefit of a
Holder only with respect to Restricted Shares held by, or for the benefit of, the Holder on
the record date of any such dividend or voting date. A Participant’s right to sell, encumber
or otherwise transfer such Restricted Shares shall, in addition to the restrictions otherwise
provided for in the Award Agreement, be subject to the limitations of Section 12.2 hereof.
The Committee may determine that a Holder of Restricted Shares Units is entitled to receive
dividend equivalent payments on such units. If the Committee determines that Restricted
Shares Units shall receive dividend equivalent payments, such feature will be specified in the
applicable Award Agreement. Restricted Shares Units shall not have any voting rights.






	8.5	 	Enforcement of Restrictions. The Committee may in its sole discretion require one or more of
the following methods of enforcing the restrictions referred to in Section 8.2 and 8.3:






	 	(a)	 	Holding the Restricted Shares in book entry form in the name of the Participant
until the applicable Vesting Date(s), at which time such Shares will be delivered to
the Participant;
	 
	 	(b)	 	Registering the Restricted Shares in the name of the Participant and having the
Participant deposit such Restricted Shares, together with a share power endorsed in
blank, with the Company;
	 
	 	(c)	 	Placing a legend on the Share certificates, as applicable, referring to
restrictions;




18









 






	 	(d)	 	Requiring that the Share certificates, duly endorsed, be held in the custody of
a third party nominee selected by the Company who will hold such Restricted Shares on
behalf of the Holder while the restrictions remain in effect; or
	 
	 	(e)	 	Inserting a provision into the Restricted Shares Award Agreement prohibiting
assignment of such Award Agreement until the terms and conditions or restrictions
contained therein have been satisfied or released, as applicable.






	8.6	 	Termination of Service, Death, Disability, etc. Except as otherwise provided in an Award
Agreement or other agreement approved by the Committee to which any Participant is a party, in
the event of the death or Disability of a Participant, all service period and other
restrictions applicable to Restricted Shares Awards then held by him or her shall lapse, and
such Awards shall become fully nonforfeitable. Subject to Section 11, in the event a
Participant ceases to be a Service Provider for any other reason, any Restricted Shares Awards
as to which the service period or other vesting conditions for have not been satisfied shall
be forfeited.





SECTION 9

PERFORMANCE SHARES, PERFORMANCE UNITS, BONUS SHARES AND DEFERRED SHARES





	9.1	 	Awards Granted by Committee. Coincident with or following designation for participation in
the Plan, a Participant may be granted Performance Shares or Performance Units.






	9.2	 	Terms of Performance Shares or Performance Units. The Committee shall establish maximum and
minimum performance targets to be achieved during the applicable Performance Period. Each
grant of a Performance Share or Performance Unit Award shall be subject to additional terms
and conditions not inconsistent with the provisions of the Plan. The Committee shall
determine what, if any, payment is due with respect to an Award and whether such payment shall
be made in cash, Shares or some combination.






	9.3	 	Bonus Shares. Subject to the terms of the Plan, the Committee may grant Bonus Shares to any
Participant, in such amount and upon such terms and at any time and from time to time as shall
be determined by the Committee.






	9.4	 	Deferred Shares. Subject to the terms and provisions of the Plan, Deferred Shares may be
granted to any Participant in such amounts and upon such terms, and at any time and from time
to time, as shall be determined by the Committee. The Committee may impose such conditions or
restrictions on any Deferred Shares as it may deem advisable, including time-vesting
restrictions and deferred payment features. The Committee may cause the Company to establish
a grantor trust to hold Shares subject to Deferred Share Awards. Without limiting the
generality of the foregoing, the Committee may grant to any Participant, or permit any
Participant to elect to receive, Deferred Shares in lieu of or in substitution for any other
compensation (whether payable currently or on a deferred basis, and whether payable under this
Plan or otherwise) which such Participant may be




19









 






	 	 	eligible to receive from the Company or a Subsidiary. Any grant of Deferred Shares shall
comply with Section 409A of the Code.





SECTION 10

PERFORMANCE AWARDS; SECTION 162(M) PROVISIONS





	10.1	 	Terms of Performance Awards. Except as provided in Section 11, Performance Awards will be
issued or granted, or become vested or payable, only after the end of the relevant Performance
Period. The performance goals to be achieved for each Performance Period and the amount of
the Award to be distributed upon satisfaction of those performance goals shall be conclusively
determined by the Committee. When the Committee determines whether a performance goal has
been satisfied for any Performance Period, the Committee, where the Committee deems
appropriate, may make such determination using calculations which alternatively include and
exclude one, or more than one, “extraordinary items” as determined under U.S. generally
accepted accounting principles, and the Committee may determine whether a performance goal has
been satisfied for any Performance Period taking into account the alternative which the
Committee deems appropriate under the circumstances. The Committee also may take into account
any other unusual or non-recurring items, including the charges or costs associated with
restructurings of the Company, discontinued operations, and the cumulative effects of
accounting changes and, further, may take into account any unusual or non-recurring events
affecting the Company, changes in applicable tax laws or accounting principles or such other
factors as the Committee may determine reasonable and appropriate under the circumstances
(including any factors that could result in the Company’s paying non-deductible compensation
to an Employee or non-employee trustee).






	10.2	 	Performance Goals. If an Award is subject to this Section 10, then the lapsing of
restrictions thereon, or the vesting thereof, and the distribution of cash, Shares or other
property pursuant thereto, as applicable, shall be subject to the achievement of one or more
objective performance goals established by the Committee, which shall be based on the
attainment of one or any combination of the following metrics, and which may be established on
an absolute or relative basis for the Company as a whole or any of its subsidiaries, operating
divisions or other operating units:






	 	(a)	 	Earnings (either in the aggregate or on a per-Share basis);
	 
	 	(b)	 	Growth or rate of growth in funds from operations (either in the aggregate or
on a per-Share basis);
	 
	 	(c)	 	Growth or rate of growth in earnings (either in the aggregate or on a per-Share
basis);
	 
	 	(d)	 	Net income or loss (either in the aggregate or on a per-Share basis);
	 
	 	(e)	 	Cash available for distribution per share;
	 
	 	(f)	 	Cash flow provided by operations, either in the aggregate or on a per-Share
basis;






20











 






	 	(g)	 	Growth or rate of growth in cash flow (either in the aggregate or on a
per-Share basis);
	 
	 	(h)	 	Free cash flow (either in the aggregate or on a per-Share basis);
	 
	 	(i)	 	Reductions in expense levels, determined either on a Company-wide basis or in
respect of any one or more business units;
	 
	 	(j)	 	Operating cost management and employee productivity;
	 
	 	(k)	 	Return measures (including on assets, equity or invested capital, whether at
the shareholder level , a subsidiary level or an operating unit or division level);
	 
	 	(l)	 	Growth or rate of growth in return measures (including return on assets, equity
or invested capital);
	 
	 	(m)	 	Share price (including attainment of a specified per-Share price during the
Performance Period; growth measures and total shareholder return or attainment by the
Shares of a specified price for a specified period of time);
	 
	 	(n)	 	Strategic business criteria, consisting of one or more objectives based on
meeting specified revenue, market share, market penetration, geographic business
expansion goals, objectively identified project milestones, cost targets, and goals
relating to acquisitions or divestitures;
	 
	 	(o)	 	EBITDA measures; and/or
	 
	 	(p)	 	Achievement of business or operational goals such as market share and/or
business development;






provided that applicable performance goals may be applied on a pre- or post-tax basis; and
provided further that the Committee may, when the applicable performance goals are
established, provide that the formula for such goals may include or exclude items to measure
specific objectives, such as losses from discontinued operations, extraordinary gains or
losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign
exchange impacts and any unusual, nonrecurring gain or loss. In addition to the foregoing
performance goals, the performance goals shall also include any performance goals which are
set forth in a Company bonus or incentive plan, if any, which has been approved by the
Company’s shareholders, which are incorporated herein by reference. Such performance goals
shall be set by the Committee within the time period prescribed by, and shall otherwise
comply with the requirements of, Code section 162(m).




	10.3	 	Adjustments. Notwithstanding any provision of the Plan other than Section 4.3 or Section 11,
with respect to any Award that is subject to this Section 10, the Committee may not adjust
upwards the amount payable pursuant to such Award, nor may it waive the achievement of the
applicable performance goals except in the case of the death or Disability of the Participant.




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	10.4	 	Other Restrictions. The Committee shall have the power to impose such other restrictions on
Awards subject to this Section 10 as it may deem necessary or appropriate to insure that such
Awards satisfy all requirements for “performance-based compensation” within the meaning of
Code section 162(m)(4)(B).
	 
	10.5	 	Section 162(m) Limitations. Notwithstanding any other provision of this Plan, if the
Committee determines at the time any Award is granted to a Participant that such Participant
is, or is likely to be at the time he or she recognizes income for federal income tax purposes
in connection with such Award, a Covered Employee, then the Committee may provide that this
Section 10 is applicable to such Award.





SECTION 11

REORGANIZATION, CHANGE IN CONTROL OR LIQUIDATION





	11.1	 	Except as otherwise provided in an Award Agreement or other agreement approved by the
Committee to which any Participant is a party, in the event of a Change in Control all Awards
then outstanding shall become fully exercisable, fully vested or fully payable, as the case
may be, and all restrictions (other than restrictions imposed by law) and conditions on all
Awards then outstanding shall be deemed satisfied as of the date of the Change in Control.
	 
	11.2	 	In addition to the foregoing, in the event the Company undergoes a Change in Control or in
the event of a corporate merger, consolidation, major acquisition of property (or stock),
separation, reorganization or liquidation in which the Company is a party and in which a
Change in Control does not occur, the Committee, or the board of directors of any corporation
assuming the obligations of the Company, shall have the full power and discretion to take any
one or more of the following actions:






	 	(a)	 	Without reducing the economic value of outstanding Awards, modify the terms and
conditions for the exercise of, or settlement of, outstanding Awards granted hereunder;
	 
	 	(b)	 	Provide for the purchase by the Company of any Award, upon the Participant’s
request, for, with respect to an Option or SAR, an amount of cash equal to the amount
that could have been attained upon the exercise of such Award or realization of the
Participant’s rights had such Award been currently exercisable, or, in the case of
Restricted Shares or Restricted Share Units, the Fair Market Value of such Shares or
Units;
	 
	 	(c)	 	Provide that Options or SARs granted hereunder must be exercised in connection
with the closing of such transactions, and that if not so exercised such Options or
SARs will expire;
	 
	 	(d)	 	Make such adjustment to any Award that is outstanding as the Committee or Board
deems appropriate to reflect such Change in Control or corporate event; or
	 
	 	(e)	 	Cause any Award then outstanding to be assumed, or new rights of equivalent
economic value substituted therefore, by the acquiring or surviving corporation.




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Any such determinations by the Committee may be made generally with respect to all
Participants, or may be made on a case-by-case basis with respect to particular
Participants. Notwithstanding the foregoing, any transaction undertaken for the purpose of
reincorporating the Company under the laws of another jurisdiction, if such transaction does
not materially affect the beneficial ownership of the Company’s Shares, such transaction
shall not constitute a merger, consolidation, major acquisition of property for stock,
separation, reorganization, liquidation, or Change in Control.



SECTION 12

RIGHTS OF EMPLOYEES; PARTICIPANTS





	12.1	 	Employment. Nothing contained in the Plan or in any Award granted under the Plan shall
confer upon any Participant any right with respect to the continuation of his or her services
as a Service Provider or interfere in any way with the right of the Company, subject to the
terms of any separate employment or consulting agreement to the contrary, at any time to
terminate such services or to increase or decrease the compensation of the Participant from
the rate in existence at the time of the grant of an Award. Whether an authorized leave of
absence, or absence in military or government service, shall constitute a termination of
Participant’s services as a Service Provider shall be determined by the Committee at the time.
	 
	12.2	 	Nontransferability. Except as provided in Section 12.3, no right or interest of any Holder
in an Award granted pursuant to the Plan shall be assignable or transferable during the
lifetime of the Participant, either voluntarily or involuntarily, or be subjected to any lien,
directly or indirectly, by operation of law, or otherwise, including execution, levy,
garnishment, attachment, pledge or bankruptcy. In the event of a Participant’s death, a
Holder’s rights and interests in all Awards shall, to the extent not otherwise prohibited
hereunder, be transferable by testamentary will or the laws of descent and distribution, and
payment of any amounts due under the Plan shall be made to, and exercise of any Options or
SARs may be made by, the Holder’s legal representatives, heirs or legatees. If, in the
opinion of the Committee, a person entitled to payments or to exercise rights with respect to
the Plan is disabled from caring for his or her affairs because of a mental condition,
physical condition or age, payment due such person may be made to, and such rights shall be
exercised by, such person’s guardian, conservator, or other legal personal representative upon
furnishing the Committee with evidence satisfactory to the Committee of such status.
“Transfers” shall not be deemed to include transfers to the Company or “cashless exercise”
procedures with third parties who provide financing for the purpose of (or who otherwise
facilitate) the exercise of Awards consistent with applicable laws and the authorization of
the Committee.
	 
	12.3	 	Permitted Transfers. Pursuant to conditions and procedures established by the Committee from
time to time, the Committee may permit Awards to be transferred to, exercised by and paid to
certain persons or entities related to a Participant, including members of the Participant’s
immediate family, charitable institutions, or trusts or other entities whose beneficiaries or
beneficial owners are members of the Participant’s immediate family and/or charitable
institutions (a “Permitted Transferee”). In the case of initial Awards, at the request of the
Participant, the Committee may permit the naming of




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	 	 	the related person or entity as the Award recipient. Any permitted transfer shall be
subject to the condition that the Committee receive evidence satisfactory to it that the
transfer is being made for estate and/or tax planning purposes on a gratuitous or donative
basis and without consideration (other than nominal consideration). Notwithstanding the
foregoing, Incentive Share Options shall only be transferable to the extent permitted in
Section 422 of the Code, or such successor provision thereto, and the treasury regulations
thereunder.





SECTION 13

GENERAL RESTRICTIONS





	13.1	 	Investment Representations. The Company may require any person to whom an Option or other
Award is granted, as a condition of exercising such Option or receiving Shares under the
Award, to give written assurances in substance and form satisfactory to the Company and its
counsel to the effect that such person is acquiring the Shares subject to the Option or the
Award for his or her own account for investment and not with any present intention of selling
or otherwise distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with federal and applicable state securities laws. Legends
evidencing such restrictions may be placed on the certificates evidencing the Shares.
	 
	13.2	 	Compliance with Securities Laws.






	 	(a)	 	Each Award shall be subject to the requirement that, if at any time counsel to
the Company shall determine that the listing, registration or qualification of the
Shares subject to such Award upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental or regulatory body, is necessary as
a condition of, or in connection with, the issuance or purchase of Shares thereunder,
such Award may not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or obtained
on conditions acceptable to the Committee. Nothing herein shall be deemed to require
the Company to apply for or to obtain such listing, registration or qualification.
	 
	 	(b)	 	Each Holder who is a trustee or an Executive Officer is restricted from taking
any action with respect to any Award if such action would result in a (i) violation of
Section 306 of the Sarbanes-Oxley Act of 2002, and the regulations promulgated
thereunder, whether or not such law and regulations are applicable to the Company, or
(ii) any policies adopted by the Company restricting transactions in the Shares.






	13.3	 	Share Restriction Agreement. The Committee may provide that Shares issuable upon the
exercise of an Option shall, under certain conditions, be subject to restrictions whereby the
Company has (i) a right of first refusal with respect to such Shares, (ii) specific rights or
limitations with respect to the Participant’s ability to vote such Shares, or (iii) a right or
obligation to repurchase all or a portion of such Shares, which restrictions may survive a
Participant’s cessation or termination as a Service Provider.




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SECTION 14

OTHER EMPLOYEE BENEFITS



The amount of any compensation deemed to be received by a Participant as a result of the exercise
of an Option or the grant, payment or vesting of any other Award shall not constitute “earnings”
with respect to which any other benefits of such Participant are determined, including benefits
under (a) any pension, profit sharing, life insurance or salary continuation plan or other employee
benefit plan of the Company or (b) any agreement between the Company and the Participant, except as
such plan or agreement shall otherwise expressly provide.




SECTION 15

PLAN AMENDMENT, MODIFICATION AND TERMINATION





	15.1	 	Amendment, Modification, and Termination. The Board may at any time terminate, and from time
to time may amend or modify, the Plan; provided, however, that no amendment or modification
may become effective without approval of the amendment or modification by the shareholders if
shareholder approval is required to enable the Plan to satisfy any applicable statutory or
regulatory requirements, to comply with the requirements for listing on any exchange where the
Shares are listed, or if the Company, on the advice of counsel, determines that shareholder
approval is otherwise necessary or desirable.
	 
	15.2	 	Adjustment Upon Certain Unusual or Nonrecurring Events. The Board may make adjustments in
the terms and conditions of Awards in recognition of unusual or nonrecurring events (including
the events described in Section 4.3) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles, whenever the
Board determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the
Plan.
	 
	15.3	 	Awards Previously Granted. Notwithstanding any other provision of the Plan to the contrary
(but subject to a Holder’s employment being terminated for Cause and Section 15.2), no
termination, amendment or modification of the Plan shall adversely affect in any material way
any Award previously granted under the Plan, without the written consent of the Holder of such
Award.





SECTION 16

WITHHOLDING





	16.1	 	Withholding Requirement. The Company’s obligations to deliver Shares upon the exercise of an
Option, or upon the vesting of any other Award, shall be subject to the Participant’s
satisfaction of all applicable federal, state and local income and other tax withholding
requirements.
	 
	16.2	 	Withholding with Shares. The Committee may, in its sole discretion, permit the Holder to pay
all minimum required amounts of tax withholding, or any part thereof, by electing to transfer
to the Company, or to have the Company withhold from the Shares otherwise issuable to the
Holder, Shares having a value not to exceed the minimum amount




25









 






	 	 	required to be withheld under federal, state or local law or such lesser amount as may be
elected by the Holder. The Committee may require that any shares transferred to the Company
have been held or owned by the Participant for a minimum period of time. All elections
shall be subject to the approval or disapproval of the Committee. The value of Shares to be
withheld shall be based on the Fair Market Value of the Shares on the date that the amount
of tax to be withheld is to be determined (the “Tax Date”), as determined by the Committee.
Any such elections by Holder to have Shares withheld for this purpose will be subject to the
following restrictions:






	 	(a)	 	All elections must be made prior to the Tax Date;
	 
	 	(b)	 	All elections shall be irrevocable; and
	 
	 	(c)	 	If the Participant is an officer or director of the Company within the meaning
of Section 16 of the 1934 Act (“Section 16”), the Participant must satisfy the
requirements of such Section 16 and any applicable rules thereunder with respect to the
use of Shares to satisfy such tax withholding obligation.





SECTION 17

NONEXCLUSIVITY OF THE PLAN





	17.1	 	Nonexclusivity of the Plan. Neither the adoption of the Plan nor the submission of the Plan
to shareholders of the Company for approval shall be construed as creating any limitations on
the power or authority of the Board or of the Committee to continue to maintain or adopt such
other or additional incentive or other compensation arrangements of whatever nature as the
Board or the Committee, as the case may be, may deem necessary or desirable, or to preclude or
limit the continuation of any other plan, practice or arrangement for the payment of
compensation or fringe benefits to employees or non- employee trustees generally, or to any
class or group of employees or non-employee trustees, which the Company now has lawfully put
into effect, including any retirement, pension, savings and share purchase plan, insurance,
death and disability benefits and executive short-term incentive plans.





SECTION 18

REQUIREMENTS OF LAW





	18.1	 	Requirements of Law. The issuance of Shares and the payment of cash pursuant to the Plan
shall be subject to all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or stock exchanges as may be required. Notwithstanding any provision of
the Plan or any Award, Holders shall not be entitled to exercise or receive benefits under any
Award, and the Company shall not be obligated to deliver any Shares or other benefits to a
Holder, if such exercise, receipt of benefits or delivery would constitute a violation by the
Holder or the Company of any applicable law or regulation.
	 
	18.2	 	Code Section 409A. This Plan is intended to meet or to be exempt from the requirements of
Section 409A of the Code, and shall be administered, construed and interpreted in a manner
that is in accordance with and in furtherance of such intent. Any provision of this




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	 	 	Plan that would cause an Award to fail to satisfy Section 409A of the Code or, if
applicable, an exemption from the requirements of that Section, shall be amended (in a
manner that as closely as practicable achieves the original intent of this Plan) to comply
with Section 409A of the Code or any such exemption on a timely basis, which may be made on
a retroactive basis, in accordance with regulations and other guidance issued under Section
409A of the Code.
	 
	18.3	 	Rule 16b-3. Each transactions under the Plan is intended to comply with all applicable
conditions of Rule 16b-3 to the extent Rule 16b-3 reasonably may be relevant or applicable to
such transaction. To the extent any provision of the Plan or any action by the Committee
under the Plan fails to so comply, such provision or action shall, without further action by
any person, be deemed to be automatically amended to the extent necessary to effect compliance
with Rule 16b-3; provided, however, that if such provision or action cannot be amended to
effect such compliance, such provision or action shall be deemed null and void to the extent
permitted by law and deemed advisable by the Committee.
	 
	18.4	 	Governing Law. The Plan and all agreements hereunder shall be construed in accordance with
and governed by the laws of the state of Maryland without giving effect to the principles of
the conflict of laws to the contrary.




SUBJECT TO THE SHAREHOLDER APPROVAL REQUIREMENT NOTED BELOW, THIS ENTERTAINMENT PROPERTIES TRUST
2007 EQUITY INCENTIVE PLAN HEREBY IS ADOPTED BY THE BOARD OF TRUSTEES OF ENTERTAINMENT PROPERTIES
TRUST THIS 13TH DAY OF APRIL, 2009.



THE PLAN SHALL BECOME EFFECTIVE ONLY IF APPROVED BY THE SHAREHOLDERS OF THE COMPANY AND THE
EFFECTIVE DATE OF THE PLAN SHALL BE SUCH DATE OF SHAREHOLDER APPROVAL.




	 	 	 	 	 
	 	ENTERTAINMENT PROPERTIES TRUST

 	 
	 	By:  	/s/ David M. Brain
 	 
	 	 	David M. Brain, President and Chief Executive Officer 	 
	 	 	 	 
	 




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