ltipplan.htm


    EXHIBIT 10.1

       

       

       

       

       

       

       

      COGDELL
SPENCER INC.

       

       

      2010
LONG TERM INCENTIVE COMPENSATION PLAN

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

                                                                                          Page

       

      
        	
                
1.

              	
                DEFINITIONS 

              	
                1

              


      

       

      
        	
                2.

              	
                EFFECTIVE
      DATE AND TERMINATION OF PLAN 

              	
                5

              


      

       

      
        	
                3.

              	
                ADMINISTRATION
      OF PLAN 

              	
                5

              


      

       

      
        	
                4.

              	
                SHARES
      AND UNITS SUBJECT TO THE PLAN 

              	
                6

              


      

       

      
        	
                5.

              	
                PROVISIONS
      APPLICABLE TO STOCK OPTIONS 

              	
                7

              


      

       

      
        	
                6.

              	
                PROVISIONS
      APPLICABLE TO RESTRICTED STOCK 

              	
                11

              


      

       

      
        	
                7.

              	
                PROVISIONS
      APPLICABLE TO PHANTOM SHARES 

              	
                13

              


      

       

      
        	
                8.

              	
                PROVISIONS
      APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS 

              	
                16

              


      

       

      
        	
                9.

              	
                OTHER
      EQUITY-BASED AWARDS 

              	
                17

              


      

       

      
        	
                10.

              	
                PERFORMANCE
      GOALS. 

              	
                17

              


      

       

      
        	
                11.

              	
                TAX
      WITHHOLDING 

              	
                17

              


      

       

      
        	
                12.

              	
                REGULATIONS
      AND APPROVALS 

              	
                18

              


      

       

      
        	
                13.

              	
                INTERPRETATION
      AND AMENDMENTS; OTHER RULES 

              	
                19

              


      

       

      
        	
                14.

              	
                CHANGES
      IN CAPITAL STRUCTURE 

              	
                19

              


      

       

      
        	
                15.

              	
                MISCELLANEOUS 

              	
                20

              


      

       

      
        	
                16.

              	
                EXHIBIT
      A 

              	
                24

              


      

      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      COGDELL
SPENCER INC.

       

      2010
LONG TERM INCENTIVE COMPENSATION PLAN

       

      Cogdell
Spencer Inc., a Maryland corporation, wishes to attract employees, Directors and
consultants to the Company and its Subsidiaries and induce employees, Directors
and consultants to remain with the Company and its Subsidiaries, and encourage
them to increase their efforts to make the Company’s business more successful
whether directly or through its Subsidiaries or other affiliates.  In
furtherance thereof, the Cogdell Spencer Inc. 2010 Long Term Incentive
Compensation Plan is designed to provide equity-based incentives to employees,
Directors and consultants of the Company and its Subsidiaries.  Awards
under the Plan may be made to selected employees, Directors and consultants of
the Company and its Subsidiaries in the form of Options, Restricted Stock,
Phantom Shares, Dividend Equivalent Rights and other forms of equity-based
compensation.

       

      
        	
                1.

              	
                DEFINITIONS.

              


      

       

      Whenever
used herein, the following terms shall have the meanings set forth
below:

       

      “Articles
of Amendment and Restatement” means the Amended and Restated Cogdell Spencer
Inc. Articles of Incorporation.

       

      “Award,”
except where referring to a particular category of grant under the Plan, shall
include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock, Phantom Shares, Dividend Equivalent Rights and other
equity-based Awards as contemplated herein.

       

      “Award
Agreement” means a written agreement in a form approved by the Committee as
provided in Section 3.

       

      “Beneficial
Ownership” means ownership of Capital Stock by a Person who is or would be
stated as an owner of such Capital Stock either actually or constructively
through the application of Section 544 of the Code, as modified by Sections
856(h)(1)(B) and 856(h)(3) of the Code.  The terms “Beneficially Own”
and “Beneficially Owns” shall have the correlative meanings.

       

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

       

      “Capital
Stock” means the Common Stock and preferred stock that may be issued pursuant to
Article V of the Articles of Amendment and Restatement.

       

      “Capital
Stock Ownership Limit” means 7.75% (by value or by number of shares, whichever
is more restrictive) of the outstanding Capital Stock of the Company, excluding
any such outstanding Capital Stock which is not treated as stock for federal
income tax purposes.  The number and value of shares of outstanding
Capital Stock of the Company shall be determined by the Board in good faith,
which determination shall be conclusive for all purposes hereof.

       

      “Cause”
means, unless otherwise provided in the Participant’s Award Agreement, (i)
engaging in (A) willful or gross misconduct or (B) willful or gross
neglect, (ii) repeatedly failing to adhere to the directions of superiors or the
Board or the written policies and practices of the Company or its Subsidiaries
or its affiliates, (iii) the commission of a felony or a crime of moral
turpitude, or any crime involving the Company or its Subsidiaries, or any
affiliate thereof, (iv) fraud, misappropriation or embezzlement, (v) a material
breach of the Participant’s employment agreement (if any) with the Company or
its Subsidiaries or its affiliates, or (vi) any illegal act detrimental to the
Company or its Subsidiaries or its affiliates; provided, however, that, if at
any particular time the Participant is subject to an effective employment
agreement with the Company, then, in lieu of the foregoing definition, “Cause”
shall at that time have such meaning as may be specified in such employment
agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       “Change
in Control” means, unless otherwise provided in an Award Agreement, the
happening of any of the following:

       

      
        	
                 
      

              	
                (i)

              	
                any
      “person,” including a “group” (as such terms are used in
      Sections 13(d) and 14(d) of the Exchange Act, but excluding the
      Company, any entity controlling, controlled by or under common control
      with the Company, any trustee, fiduciary or other person or entity holding
      securities under any employee benefit plan or trust of the Company or any
      such entity, and with respect to any particular Participant, the
      Participant and any “group” (as such term is used in Section 13(d)(3)
      of the Exchange Act) of which the Participant is a member, is or becomes
      the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange
      Act), directly or indirectly, of securities of the Company representing
      50% or more of either (A) the combined voting power of the Company’s
      then outstanding securities or (B) the then outstanding Shares (in
      either such case other than as a result of an acquisition of securities
      directly from the Company); provided, however, that, in no event shall a
      Change in Control be deemed to have occurred upon an initial public
      offering of the Common Stock under the Securities Act;
  or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      consolidation or merger of the Company where the shareholders of the
      Company, immediately prior to the consolidation or merger, would not,
      immediately after the consolidation or merger, beneficially own (as such
      term is defined in Rule 13d-3 under the Exchange Act), directly or
      indirectly, shares representing in the aggregate 50% or more of the
      combined voting power of the securities of the corporation issuing cash or
      securities in the consolidation or merger (or of its ultimate parent
      corporation, if any); or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                there
      shall occur (A) any sale, lease, exchange or other transfer (in one
      transaction or a series of transactions contemplated or arranged by any
      party as a single plan) of all or substantially all of the assets of the
      Company, other than a sale or disposition by the Company of all or
      substantially all of the Company’s assets to an entity, at least 50% of
      the combined voting power of the voting securities of which are owned by
      “persons” (as defined above) in substantially the same proportion as their
      ownership of the Company immediately prior to such sale or (B) the
      approval by shareholders of the Company of any plan or proposal for the
      liquidation or dissolution of the Company;
or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      members of the Board at the beginning of any consecutive 24-calendar-month
      period (the “Incumbent Directors”) cease for any reason other than due to
      death to constitute at least a majority of the members of the Board;
      provided that any director whose election, or nomination for election by
      the Company’s shareholders, was approved or ratified by a vote of at least
      a majority of the members of the Board then still in office who were
      members of the Board at the beginning of such 24-calendar-month period,
      shall be deemed to be an Incumbent
Director.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Notwithstanding
the foregoing, no event or condition shall constitute a Change in Control to the
extent that, if it were, a 20% tax would be imposed upon or with respect to any
Award under Section 409A of the Code; provided that, in such a case, the event
or condition shall continue to constitute a Change in Control to the maximum
extent possible (e.g., if applicable, in respect of vesting without an
acceleration of distribution) without causing the imposition of such 20%
tax.

       

      “Code”
means the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.

       

      “Committee”
means the Compensation Committee appointed by the Board under
Section 3.

       

      “Common
Stock” means the Company’s Common Stock, par value $.01 per share, either
currently existing or authorized hereafter.

       

      “Common
Stock Ownership Limit” means 9.8% (by value or by number of shares, whichever is
more restrictive) of the outstanding Common Stock.  The number and
value of shares of outstanding Common Stock shall be determined by the Board in
good faith, which determination shall be conclusive for all purposes
hereof.

       

      “Company”
means the Cogdell Spencer Inc., a Maryland corporation.

       

      “Constructive
Ownership” means ownership of any Capital Stock by a Person who is or would be
treated as an owner of such Capital Stock either actually or constructively
through the application of Section 318 of the Code, modified by Section
856(d)(5) of the Code.  The terms “Constructively Own” and
“Constructively Owns” shall have the correlative meanings.

       

      “Director”
means a non-employee director of the Company or its Subsidiaries.

       

      “Disability”
means the occurrence of an event which would entitle an employee of the Company
to the payment of disability income under one of the Company’s approved
long-term disability income plans or, in the absence of such a plan, unless
otherwise provided by the Committee in the Participant’s Employment Agreement, a
disability which renders the Participant incapable of performing all of his or
her material duties for a period of at least 180 consecutive or non-consecutive
days during any consecutive twelve-month period.  Notwithstanding the
foregoing, no circumstances or condition shall constitute a Disability to the
extent that, if it were, a 20% tax would be imposed upon or with respect to any
Award under Section 409A of the Code; provided that, in such a case, the event
or condition shall continue to constitute a Disability to the maximum extent
possible (e.g., if applicable, in regard of vesting without an acceleration of
distribution) without causing the imposition of such 20% tax.

       

      “Dividend
Equivalent Right” means a right awarded under Section 8 of the Plan to
receive (or have credited) the equivalent value of dividends paid on Common
Stock.

       

      “Effective
Date” means February 24, 2010.

       

      “Excepted
Holder” means any shareholder of the Company for whom an Excepted Holder
Ownership Limit is created by the Articles of Amendment and Restatement or by
the Board.

       

      “Excepted
Holder Ownership Limit” means, with respect to any Excepted Holder, the
percentage limit established by the Board pursuant to the Articles of Amendment
and Restatement, or as other wise established by the Board in its discretion,
subject in all cases to the requirements, limitations and adjustment provisions
set forth in the Articles of Amendment and Restatement.

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Fair
Market Value” per Share as of a particular date means (i) if Shares are
then listed on a national stock exchange, the closing sales price per Share on
the exchange for the last preceding date on which there was a sale of Shares on
such exchange, as determined by the Committee, (ii) if Shares are not then
listed on a national stock exchange but are then traded on an over-the-counter
market, the average of the closing bid and asked prices for the Shares in such
over-the-counter market for the last preceding date on which there was a sale of
such Shares in such market, as determined by the Committee, or (iii) if
Shares are not then listed on a national stock exchange or traded on an
over-the-counter market, such value as the Committee in its discretion may in
good faith determine; provided that, where the Shares are so listed or traded,
the Committee may make such discretionary determinations where the Shares have
not been traded for 10 trading days.  Notwithstanding the foregoing,
with respect to any “stock right” within the meaning of Section 409A of the
Code, Fair Market Value shall not be less than the “fair market value” of the
shares of Common Stock determined in accordance with the final regulations
promulgated under Section 409A of the Code.

       

      “Grantee”
means an employee, Director or consultant granted Restricted Stock, Phantom
Shares or Dividend Equivalent Rights or such other equity-based Awards (other
than an Option) as may be granted pursuant to Section 9 hereunder.

       

      “Incentive
Stock Option” means an “incentive stock option” within the meaning of
Section 422(b) of the Code.

       

      “IPO”
means the initial public offering of the Company’s Common Stock.

       

      “Non-Qualified
Stock Option” means an Option which is not an Incentive Stock
Option.

       

      “Option”
means the right to purchase, at a price and for the term fixed by the Committee
in accordance with the Plan, and subject to such other limitations and
restrictions in the Plan and the applicable Award Agreement, a number of Shares
determined by the Committee.

       

      “Optionee”
means an employee or Director of, or consultant to, the Company to whom an
Option is granted, or the Successors of the Optionee, as the context so
requires.

       

      “Option
Price” means the price per Share, determined by the Board or the Committee, at
which an Option may be exercised.

       

      “Participant”
means a Grantee or Optionee.

       

      “Partnership
Units” means any OP Units, Preferred Units, Junior Units or any other fractional
share of the Partnership Interests as defined in, and authorized pursuant to,
the Agreement of Limited Partnership of Cogdell Spencer LP, as amended from time
to time, by and among its general partner, CS Business Trust I, a Maryland
business trust, and its limited partner, CS Business Trust II, a Maryland
business trust.

       

      “Performance
Goals” have the meaning set forth in Section 10.

       

      “Performance
Period” means any period designated by the Committee for which the Performance
Criteria (as defined in Exhibit A) shall be
calculated; provided however, that Performance Period shall be the five-year
period commencing on the Effective Date unless otherwise designated by the
Committee.

       

      “Person”
means an individual, corporation, partnership, limited liability company,
estate, trust (including trust qualified under Section 401(a) or 501(c)(17) of
the Code), a portion of a trust permanently set aside for or to be used
exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the
Code, joint stock company or other entity; but does not include an underwriter
acting in a capacity as such in a public offering of shares of Capital Stock
provided that the ownership of such shares of Capital Stock by such underwriter
would not result in the Company being “closely held” within the meaning of
Section 856(h) of the Code, or otherwise result in the Company failing to
qualify as a REIT.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Phantom
Share” means a right, pursuant to the Plan, of the Grantee to payment of the
Phantom Share Value in accordance with Section 7.

       

      “Phantom
Share Value,” per Phantom Share, means the Fair Market Value of a Share of
Common Stock or, if so provided by the Committee, such Fair Market Value to the
extent in excess of a base value established by the Committee at the time of
grant (which base value may not be less than the Fair Market Value of the
underlying Shares at the date of grant).

       

      “Plan”
means the Company’s 2010 Long Term Incentive Compensation Plan, as set forth
herein and as the same may from time to time be amended.

       

      “REIT”
shall mean a real estate investment trust under Sections 856 through 860 of the
Code.

       

      “Restricted
Stock” means an award of Shares that are subject to restrictions in accordance
with Section 6 hereunder.

       

      “Retirement”
means the Termination of Service of a Participant with the Company under
circumstances which would entitle an employee of the Company to an immediate
pension under one of the Company’s approved retirement plans, or, in the absence
of such a plan, unless otherwise provided by the Committee in the Participant’s
Award Agreement, the Termination of Service (other than for Cause) of a
Participant on or after the Participant’s attainment of age 65 or on or after
the Participant’s attainment of age 55 with five consecutive years of service
with the Company or any Subsidiaries or affiliates.

       

      “Securities
Act” means the Securities Act of 1933, as amended.

       

      “Settlement
Date” means the date determined under Section 7.4(c).

       

      “Shares”
means shares of Common Stock of the Company.

       

      “Subsidiary”
means any corporation (other than the Company), partnership or other entity at
least 50% of the economic interest in the equity of which is owned by the
Company or by another subsidiary.

       

      “Successor
of the Optionee” means the legal representative of the estate of a deceased
Optionee or the person or persons who shall acquire the right to exercise an
Option by bequest or inheritance or by reason of the death of the
Optionee.

       

      “Termination
of Service” means a Participant’s termination of employment or other service, as
applicable, with the Company, its Subsidiaries and, as applicable,
affiliates.  Cessation of service as an officer, or employee, Director
and consultant shall not be treated as a Termination of Service if the
Participant continues without interruption to serve thereafter in another one
(or more) of such other capacities.  With respect to any Award subject
to Section 409A of the Code, Termination of Service shall be a "separation from
service" as interpreted within the meaning of Section 409A of the Code and
Treasury Regulation 1.409A-1(h).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                2.

              	
                EFFECTIVE
      DATE AND TERMINATION OF PLAN.

              


      

       

      The
effective date of the Plan is February 24, 2010; provided, however, that the
Plan shall not become effective unless and until it is approved by the requisite
percentage of the shareholders of the Company.  The Plan shall
terminate on, and no Award shall be granted hereunder on or after, the 10-year
anniversary of the earlier of the approval of the Plan by (i) the Board or
(ii) the shareholders of the Company; provided, however, that the Board may
at any time prior to that date terminate the Plan.

       

      
        	
                3.

              	
                ADMINISTRATION
      OF PLAN.

              


      

       

      (a)      The
Plan shall be administered by the Committee appointed by the
Board.  The Committee shall consist of at least two individuals each
of whom shall be a “nonemployee director” as defined in Rule 16b-3 as
promulgated by the Securities and Exchange Commission (“Rule 16b-3”) under
the Exchange Act and shall, at such times as the Company is subject to
Section 162(m) of the Code (to the extent relief from the limitation of
Section 162(m) of the Code is sought with respect to Awards), qualify as
“outside directors” for purposes of Section 162(m) of the Code; provided that no action taken by the Committee
(including without limitation grants) shall be invalidated because any or all of
the members of the Committee fails to satisfy the foregoing requirements of this
sentence.  The acts of a majority of the members present at any
meeting of the Committee at which a quorum is present, or acts approved in
writing by a majority of the entire Committee, shall be the acts of the
Committee for purposes of the Plan.  If and to the extent applicable,
no member of the Committee may act as to matters under the Plan specifically
relating to such member. Notwithstanding the other foregoing provisions of this
Section 3(a), any Award under the Plan to a person who is a member of the
Committee shall be made and administered by the Board.  If no
Committee is designated by the Board to act for these purposes, the Board shall
have the rights and responsibilities of the Committee hereunder and under the
Award Agreements.

       

      (b)      Subject
to the provisions of the Plan, the Committee shall in its discretion as
reflected by the terms of the Award Agreements (i) authorize the granting
of Awards to employees, Directors and consultants of the Company and its
Subsidiaries; and (ii) determine the eligibility of an employee, Director
or consultant to receive an Award, as well as determine the number of Shares to
be covered under any Award Agreement, considering the position and
responsibilities of the employee, Director or consultant, the nature and value
to the Company of the employee’s, Director’s or consultant’s present and
potential contribution to the success of the Company whether directly or through
its Subsidiaries or affiliates and such other factors as the Committee may deem
relevant.

       

      (c)      The
Award Agreement shall contain such other terms, provisions and conditions not
inconsistent herewith as shall be determined by the Committee.  In the
event that any Award Agreement or other agreement hereunder provides (without
regard to this sentence) for the obligation of the Company or any Subsidiary or
affiliate thereof to purchase or repurchase Shares from a Participant or any
other person, then, notwithstanding the provisions of the Award Agreement or
such other agreement, such obligation shall not apply to the extent that the
purchase or repurchase would not be permitted under governing state
law.  The Participant shall take whatever additional actions and
execute whatever additional documents the Committee may in its reasonable
judgment deem necessary or advisable in order to carry out or effect one or more
of the obligations or restrictions imposed on the Participant pursuant to the
express provisions of the Plan and the Award Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                4.

              	
                SHARES
      AND UNITS SUBJECT TO THE PLAN.

              


      

       

      
        	
                 
      

              	
                4.1

              	
                In
    General.

              


      

       

      (a)      Subject
to Section 4.2, and subject to adjustments as provided in Section 14, the total
number of Shares subject to Options or other equity-based Awards granted under
the Plan, Shares of Restricted Stock and Phantom Shares granted under the Plan,
in the aggregate, may not exceed 1,512,000 shares.  Shares distributed
under the Plan may be treasury Shares or authorized but unissued
Shares.  Any Shares that have been granted as Restricted Stock or that
have been reserved for distribution in payment for Options, Phantom Shares or
other equity-based Awards under Section 9 but are later forfeited or for any
other reason are not payable under the Plan may again be made the subject of
Awards under the Plan.

       

      (b)      Shares
subject to Dividend Equivalent Rights, other than Dividend Equivalent Rights
based directly on the dividends payable with respect to Shares subject to
Options or the dividends payable on a number of Shares corresponding to the
number of Phantom Shares awarded, shall be subject to the limitation of Section
4.1(a).  If any Phantom Shares, Dividend Equivalent Rights or other
equity-based Awards under Section 9 are paid out in cash, then, notwithstanding
the first sentence of Section 4.1(a) above, the underlying Shares may again be
made the subject of Awards under the Plan.

       

      (c)      The
certificates for Shares issued hereunder may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer hereunder or
under the Award Agreement, or as the Committee may otherwise deem
appropriate.

       

      
        	
                 
      

              	
                4.2

              	
                Options.

              


      

       

      Subject
to adjustments pursuant to Section 14, and subject to the last sentence of
Section 4.1(a), Incentive Stock Options with respect to an aggregate of no more
than 1,512,000.  Shares may be granted under the
Plan.  Subject to adjustments pursuant to Section 14, in no event may
any Optionee receive Options for more than 1,512,000 Shares in any one
year.

       

      
        	
                 
      

              	
                4.3

              	
                Participation
      Limitation

              


      

       

      (a)      Limitation
of Ownership.  No Award shall be issued under the Plan to any person
who assuming exercise of all options and payment of all awards held by such
person, would Beneficially or Constructively Own Capital Stock of the Company in
excess of the Common Stock Ownership Limit or the Capital Stock Ownership Limit,
unless the foregoing restriction is expressly and specifically waived by action
of the independent Directors of the Board; provided, however, that an Excepted
Holder would be permitted to Beneficially or Constructively Own Shares in excess
of such limits provided that such Shares are not in excess of the Excepted
Holder Ownership Limit for such Excepted Holder.

       

      (b)      No
award shall be issued under the Plan to any person who after such Award would
Beneficially or Constructively Own Shares in the Company that would result in
the Company being “closely held” within the meaning of Section 856(h) of the
Code, or otherwise failing to qualify as a REIT (including but not limited to
ownership that would result in the Company owning (actually or Constructively)
an interest in a tenant that is described in Section 856(d)(2)(B) of the
Code if the income derived by the Company (either directly or indirectly through
its Subsidiaries) from such tenant would cause the Company to fail to satisfy
any of the gross income requirements of Section 856(c) of the
Code).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                5.

              	
                PROVISIONS
      APPLICABLE TO STOCK OPTIONS.

              


      

       

      
        	
                 
      

              	
                5.1

              	
                Grant of
      Option.

              


      

       

      Subject
to the other terms of the Plan, the Committee shall, in its discretion as
reflected by the terms of the applicable Award Agreement: (i) determine and
designate from time to time those employees, Directors or consultants of the
Company and its Subsidiaries to whom Options are to be granted and the number of
Shares to be optioned to each employee, Director or consultant;
(ii) determine whether to grant Options intended to be Incentive Stock
Options, or to grant Non-Qualified Stock Options, or both (to the extent that
any Option does not qualify as an Incentive Stock Option, it shall constitute a
separate Non-Qualified Stock Option); provided that Incentive Stock Options may
only be granted to employees of the Company or its Subsidiaries;
(iii) determine the time or times when and the manner and condition in
which each Option shall be exercisable and the duration of the exercise period;
(iv) designate each Option as one intended to be an Incentive Stock Option
or as a Non-Qualified Stock Option; and (v) determine or impose other
conditions to the grant or exercise of Options under the Plan as it may deem
appropriate.

       

      
        	
                 
      

              	
                5.2

              	
                Option
      Price.

              


      

       

      The
Option Price shall be determined by the Committee on the date the Option is
granted and reflected in the Award Agreement, as the same may be amended from
time to time.  Any particular Award Agreement may provide for
different Option Prices for specified amounts of Shares subject to the
Option.  The Option Price with respect to each Option shall not be
less than 100% of the Fair Market Value of a Share on the day the Option is
granted.

       

      
        	
                 
      

              	
                5.3

              	
                Period of Option and
      Vesting.

              


      

       

      (a)      Unless
earlier expired, forfeited or otherwise terminated, each Option shall expire in
its entirety upon the 10th
anniversary of the date of grant or shall have such other term (which may be
shorter, but not longer, in the case of Incentive Stock Options) as is set forth
in the applicable Award Agreement (except that, in the case of an individual
described in Section 422(b)(6) of the Code (relating to certain more than
10% owners) who is granted an Incentive Stock Option, the term of such Option
shall be no more than five years from the date of grant).  The Option
shall also expire, be forfeited and terminate at such times and in such
circumstances as otherwise provided hereunder or under the Award
Agreement.

       

      (b)      Each
Option, to the extent that the Optionee has not had a Termination of Service and
the Option has not otherwise lapsed, expired, terminated or been forfeited,
shall first become exercisable according to the terms and conditions set forth
in the Award Agreement, as determined by the Committee at the time of
grant.  Unless otherwise determined by the Committee at the time of
grant, such stock options shall vest ratably, in annual installments, over a
four-year period beginning on the date of grant.  Unless otherwise
provided in the Award Agreement, no Option (or portion thereof) shall ever be
exercisable if the Optionee has a Termination of Service before the time at
which such Option (or portion thereof) would otherwise have become exercisable,
and any Option that would otherwise become exercisable after such Termination of
Service shall not become exercisable and shall be forfeited upon such
termination.  Notwithstanding the foregoing provisions of this
Section 5.3(b), Options exercisable pursuant to the schedule set forth by
the Committee at the time of grant may be fully or more rapidly exercisable or
otherwise vested at any time in the discretion of the Committee.  Upon
and after the death of an Optionee, such Optionee’s Options, if and to the
extent otherwise exercisable hereunder or under the applicable Award Agreement
after the Optionee’s death, may be exercised by the Successors of the
Optionee.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                5.4

              	
                Exercisability Upon and After
      Termination of Optionee.

              


      

       

      (a)      Subject
to provisions of the Award Agreement, in the event the Optionee has a
Termination of Service other than by the Company or its Subsidiaries for Cause
or other than by reason of death, Retirement or Disability, no exercise of an
Option may occur after the expiration of the three-month period to follow the
termination, or if earlier, the expiration of the term of the Option as provided
under Section 5.3(a); provided that, if the Optionee should die after the
Termination of Service, such termination being for a reason other than
Disability or Retirement, but while the Option is still in effect, the Option
(if and to the extent otherwise exercisable by the Optionee at the time of
death) may be exercised until the earlier of (i) one year from the date of the
Termination of Service of the Optionee, or (ii) the date on which the term of
the Option expires in accordance with Section 5.3(a).

       

      (b)      Subject
to provisions of the Award Agreement, in the event the Optionee has a
Termination of Service on account of death, Retirement or Disability, the Option
(whether or not otherwise exercisable) may be exercised until the earlier of (i)
one year from the date of the Termination of Service of the Optionee, or (ii)
the date on which the term of the Option expires in accordance with Section
5.3.

       

      (c)      Notwithstanding
any other provision hereof, unless otherwise provided in the Award Agreement, if
the Optionee has a Termination of Service by the Company, a Subsidiary or
affiliate for Cause the Optionee’s Options, to the extent then unexercised,
shall thereupon cease to be exercisable and shall be forfeited forthwith
(whether or not the Options were exercisable previously).

       

      
        	
                 
      

              	
                5.5

              	
                Exercise of
      Options.

              


      

       

      (a)      Subject
to vesting, restrictions on exercisability and other restrictions provided for
hereunder or otherwise imposed in accordance herewith, an Option may be
exercised, and payment in full of the aggregate Option Price made, by an
Optionee only by written notice (in the form prescribed by the Committee) to the
Company or its designee specifying the number of Shares to be
purchased.

       

      (b)      Without
limiting the scope of the Committee’s discretion hereunder, the Committee may
impose such other restrictions on the exercise of Options (whether or not in the
nature of the foregoing restrictions) as it may deem necessary or
appropriate.

       

      
        	
                 
      

              	
                5.6

              	
                Payment.

              


      

       

      (a)      The
aggregate Option Price shall be paid in full upon the exercise of the
Option.  Payment must be made by one of the following
methods:

       

      (i)           a
certified or bank cashier’s check;

       

      (ii)           subject
to Section 12(e), the proceeds of a Company loan program or third-party sale
program or a notice acceptable to the Committee given as consideration under
such a program, in each case if permitted by the Committee in its discretion, if
such a program has been established and the Optionee is eligible to participate
therein;

       

      (iii)           if
approved by the Committee in its discretion, Shares of previously owned Common
Stock, which have been previously owned for more than six months, having an
aggregate Fair Market Value on the date of exercise equal to the aggregate
Option Price;

       

      (iv)           other
than as prohibited under Section 13(k) of the Exchange Act, if approved by the
Committee in its discretion, through the written election of the Optionee to
have Shares withheld by the Company from the Shares otherwise to be received,
with such withheld Shares having an aggregate Fair Market Value on the date of
exercise equal to the aggregate Option Price; or

       

      (v)           by
any combination of such methods of payment or any other method acceptable to the
Committee in its discretion.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)      Except
in the case of Options exercised by certified or bank cashier’s check, the
Committee may impose limitations and prohibitions on the exercise of Options as
it deems appropriate, including, without limitation, any limitation or
prohibition designed to avoid accounting consequences which may result from the
use of Common Stock as payment upon exercise of an Option.

       

      (c)      The
Committee shall provide in the Award Agreement the extent (if any) to which an
Option may be exercised with respect to any fractional Share, including whether
any fractional Shares resulting from an Optionee’s exercise may be paid in
cash.

       

      
        	
                 
      

              	
                5.7

              	
                Stock Appreciation
      Rights.

              


      

       

      
The Committee, in its discretion, may (taking
into account, without limitation, the application of Section 409A of the Code,
as the Committee may deem appropriate) also permit the Optionee to elect to
receive upon the exercise of an Option a combination of Shares and cash, or, in
the discretion of the Committee, either Shares or cash, with an aggregate Fair
Market Value (or, to the extent of payment in cash, in an amount) equal to the
excess of the Fair Market Value of the Shares with respect to which the Option
is being exercised over the aggregate Option Price, as determined as of the day
the Option is exercised.

       

      
        	
                 
      

              	
                5.8

              	
                Exercise by
      Successors.

              


      

       

      An Option
may be exercised, and payment in full of the aggregate Option Price made, by the
Successors of the Optionee only by written notice (as may be prescribed by the
Committee) to the Company specifying the number of Shares to be
purchased.  Such notice shall state that the aggregate Option Price
will be paid in full, or that the Option will be exercised as otherwise provided
hereunder, in the discretion of the Company or the Committee, if and as
applicable.

       

      
        	
                 
      

              	
                5.9

              	
                Nontransferability of
      Option.

              


      

       

      Except if
otherwise provided in the applicable Award Agreement, each Option granted under
the Plan shall be nontransferable by the Optionee except by will or the laws of
descent and distribution of the state wherein the Optionee is domiciled at the
time of his death; provided, however, that the Committee may (but need not)
permit other transfers, where the Committee concludes that such transferability
(i) does not result in accelerated U.S. federal income taxation,
(ii) does not cause any Option intended to be an Incentive Stock Option to
fail to be described in Section 422(b) of the Code, (iii) complies with
applicable law, including securities laws, and (iv) is otherwise
appropriate and desirable.

       

      
        	
                 
      

              	
                5.10

              	
                Certain Incentive Stock Option
      Provisions.

              


      

       

      (a)           In
no event may an Incentive Stock Option be granted other than to employees of the
Company or a “subsidiary corporation” (as defined in Section 424(f) of the Code)
or a “parent corporation” (as defined in Section 424(e) of the Code) with
respect to the Company.  The aggregate Fair Market Value, determined
as of the date an Option is granted, of the Common Stock for which any Optionee
may be awarded Incentive Stock Options which are first exercisable by the
Optionee during any calendar year under the Plan (or any other stock option plan
required to be taken into account under Section 422(d) of the Code) shall not
exceed $100,000.  To the extent the $100,000 limit referred to in the
preceding sentence is exceeded, an Option will be treated as a Non-Qualified
Stock Option.

       

      (b)           If
Shares acquired upon exercise of an Incentive Stock Option are disposed of in a
disqualifying disposition within the meaning of Section 422 of the Code by
an Optionee prior to the expiration of either two years from the date of grant
of such Option or one year from the transfer of Shares to the Optionee pursuant
to the exercise of such Option, or in any other disqualifying disposition within
the meaning of Section 422 of the Code, such Optionee shall notify the
Company in writing as soon as practicable thereafter of the date and terms of
such disposition and, if the Company (or any affiliate thereof) thereupon has a
tax-withholding obligation, shall pay to the Company (or such affiliate) an
amount equal to any withholding tax the Company (or affiliate) is required to
pay as a result of the disqualifying disposition.

       

      (c)           Notwithstanding
Section 5.2, the Option Price with respect to each Incentive Stock Option shall
not be less than 100%, or 110% in the case of an individual described in Section
422(b)(6) of the Code (relating to certain 10% owners), of the Fair Market Value
of a Share on the day the Option is granted.  In the case of an
individual described in Section 422(b)(6) of the Code who is granted an
Incentive Stock Option, the term of such Option shall be no more than five years
from the date of grant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                6.

              	
                PROVISIONS
      APPLICABLE TO RESTRICTED STOCK.

              


      

       

      
        	
                 
      

              	
                6.1

              	
                Grant of Restricted
      Stock.

              


      

       

      (a)      In
connection with the grant of Restricted Stock, whether or not performance goals
(as provided for under Section 10) apply thereto, the Committee shall establish
one or more vesting periods with respect to the shares of Restricted Stock
granted, the length of which shall be determined in the discretion of the
Committee.  Subject to the provisions of this Section 6, the
applicable Award Agreement and the other provisions of the Plan, restrictions on
Restricted Stock shall lapse if the Grantee satisfies all applicable employment
or other service requirements through the end of the applicable vesting
period.

       

      (b)      Subject
to the other terms of the Plan, the Committee may, in its discretion as
reflected by the terms of the applicable Award Agreement: (i) authorize the
granting of Restricted Stock to employees, Directors and consultants of the
Company and its Subsidiaries; (ii) provide a specified purchase price for
the Restricted Stock (whether or not the payment of a purchase price is required
by any state law applicable to the Company); (iii) determine the
restrictions applicable to Restricted Stock and (iv) determine or impose
other conditions, including any applicable performance goals, to the grant of
Restricted Stock under the Plan as it may deem appropriate.

       

      
        	
                 
      

              	
                6.2

              	
                Certificates.

              


      

       

      (a)      In
the discretion of the Committee, each Grantee of Restricted Stock may be issued
a stock certificate in respect of Shares of Restricted Stock awarded under the
Plan.  A “book entry” (by computerized or manual entry) shall be made
in the records of the Company to evidence an award of Restricted Stock, where no
certificate is issued in the name of the Grantee.  Each certificate,
if any, shall be registered in the name of the Grantee and may include any
legend which the Committee deems appropriate to reflect any restrictions on
transfer hereunder or under the Award Agreement, or as the Committee may
otherwise deem appropriate, and, without limiting the generality of the
foregoing, shall bear a legend referring to the terms, conditions, and
restrictions applicable to such Award, substantially in the following
form:

       

      THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE COGDELL
SPENCER INC. 2010 LONG TERM INCENTIVE COMPENSATION PLAN AND AN AWARD AGREEMENT
ENTERED INTO BETWEEN THE REGISTERED OWNER AND COGDELL SPENCER
INC.  COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE
OFFICES OF COGDELL SPENCER INC. AT 4401 BARCLAY DOWNS DRIVE, SUITE 300,
CHARLOTTE, NC 28209-4670.

       

      (b)      The
Committee shall require that any stock certificates evidencing such Shares be
held in custody by the Company until the restrictions thereon shall have lapsed,
and may in its discretion require that, as a condition of any Restricted Stock
award, the Grantee shall have delivered to the Company a stock power, endorsed
in blank, relating to the stock covered by such Restricted Stock
Award.  If and when such restrictions so lapse, any stock certificates
shall be delivered by the Company to the Grantee or his or her designee as
provided in Section 6.3 (and the stock power shall be so delivered or shall be
discarded).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                6.3

              	
                Restrictions and
      Conditions.

              


      

       

      Unless
otherwise provided by the Committee, the Shares of Restricted Stock awarded
pursuant to the Plan shall be subject to the following restrictions and
conditions:

       

      (i)           Subject
to the provisions of the Plan and the Award Agreements, during a period
commencing with the date of such Award and ending on the date the period of
forfeiture with respect to such Shares of Restricted Stock lapses, the Grantee
shall not be permitted voluntarily or involuntarily to sell, transfer, pledge,
anticipate, alienate, encumber or assign Shares of Restricted Stock awarded
under the Plan (or have such Shares attached or garnished).  Subject
to the provisions of the Award Agreements and clauses (iii) and (iv) below, the
period of forfeiture with respect to Shares of Restricted Stock granted
hereunder shall lapse as provided in the applicable Award
Agreement.  Notwithstanding the foregoing, unless otherwise expressly
provided by the Committee, the period of forfeiture with respect to such Shares
of Restricted Stock shall only lapse as to whole Shares.

       

      (ii)           Except
as provided in the foregoing clause (i), below in this clause (ii), in
Section 14, or as otherwise provided in the applicable Award Agreement, the
Grantee shall have, in respect of the Shares of Restricted Stock, all of the
rights of a shareholder of the Company, including the right to vote the Shares,
and, except as provided below, the right to receive any cash
dividends.  The Committee may provide in the Award Agreement that cash
dividends on such Shares shall be held by the Company (unsegregated as a part of
its general assets) until the period of forfeiture lapses (and forfeited if the
underlying Shares are forfeited), and paid over to the Grantee as soon as
practicable after such period lapses (if not forfeited), or alternatively may
provide for other treatment of such dividends (including without limitation the
crediting of Phantom Shares in respect of dividends or other deferral
provisions).  Certificates for Shares (not subject to restrictions
hereunder) shall be delivered to the Grantee or his or her designee promptly
after, and only after, the period of forfeiture shall lapse without forfeiture
in respect of such Shares of Restricted Stock.

       

      (iii)           Unless
otherwise provided in an applicable employment agreement or Award Agreement, and
subject to clause (iv) below, if the Grantee has a Termination of Service by the
Company or its Subsidiaries (or, if applicable, its affiliates) for Cause, or if
the Grantee terminates his or her employment without Good Reason (as defined in
the applicable employment agreement) or by the Grantee for any reason other than
his or her death, Retirement or Disability, during the applicable period of
forfeiture, then (A) all Restricted Stock still subject to restriction shall
thereupon, and with no further action, be forfeited by the Grantee, and (B) the
Company shall pay to the Grantee as soon as practicable (and in no event more
than 30 days) after such termination an amount, if any, equal to the lesser of
(x) the amount paid by the Grantee, if any, for such forfeited Restricted Stock
as contemplated by Section 6.1, and (y) the Fair Market Value on the date of
termination of the forfeited Restricted Stock.

       

      (iv)           Unless
otherwise provided in an applicable employment agreement or Award Agreement, in
the event the Grantee has a Termination of Service on account of his or her
death, Disability or Retirement, or the Grantee has a Termination of Service by
the Company or its Subsidiaries for any reason other than Cause, or if the
Grantee terminates his or her employment with Good Reason (as defined in the
applicable employment agreement), or in the event of a Change in Control
(regardless of whether a termination follows thereafter), during the applicable
period of forfeiture, then restrictions under the Plan will immediately lapse on
all Restricted Stock granted to the applicable Grantee.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                7.

              	
                PROVISIONS
      APPLICABLE TO PHANTOM SHARES.

              


      

       

      
        	
                 
      

              	
                7.1

              	
                Grant of Phantom
      Shares.

              


      

       

      Subject
to the other terms of the Plan, the Committee shall, in its discretion as
reflected by the terms of the applicable Award Agreement: (i) authorize the
granting of Phantom Shares to employees, Directors and consultants of the
Company and its Subsidiaries and (ii) determine or impose other conditions
to the grant of Phantom Shares under the Plan as it may deem
appropriate.

       

      
        	
                 
      

              	
                7.2

              	
                Term.

              


      

       

      The
Committee may provide in an Award Agreement that any particular Phantom Share
shall expire at the end of a specified term.

       

      
        	
                 
      

              	
                7.3

              	
                Vesting.

              


      

       

      Phantom
Shares shall vest as provided in the applicable Award Agreement.

       

      
        	
                 
      

              	
                7.4

              	
                Settlement of Phantom
      Shares.

              


      

       

      (a)      Each
vested and outstanding Phantom Share shall be settled by the transfer to the
Grantee of one Share; provided that, the Committee at the time of grant may
provide that a Phantom Share may be settled (i) in cash at the applicable
Phantom Share Value, (ii) in cash or by transfer of Shares as elected by
the Grantee in accordance with procedures established by the Committee or
(iii) in cash or by transfer of Shares as elected by the
Company.

       

      (b)      Each
Phantom Share shall be settled with a single-sum payment or distribution by the
Company; provided that, with respect to Phantom Shares of a Grantee which have a
common Settlement Date, the Committee (taking into account, without limitation,
Section 409A of the Code, as the Committee may deem appropriate) may permit the
Grantee to elect in accordance with procedures established by the Committee to
receive installment payments over a period not to exceed 10 years.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)  (i)           Unless
otherwise provided in the applicable Award Agreement, the “Settlement Date” with
respect to a Grantee is the first day of the month to follow the Grantee’s
Termination of Service; provided, however, that a Grantee may elect, if
permitted by and in accordance with procedures to be established by the
Committee, that such Settlement Date will be deferred as elected by the Grantee
to a time permitted by the Committee under such procedures.  All
initial elections to defer the Settlement Date shall be made in accordance with
the requirements of Section 409A of the Code.  In addition, unless
otherwise determined by the Committee, any subsequent elections under this
Section 7.4(c)(i) must, except as may otherwise be permitted under the rules
applicable under Section 409A of the Code, (A) not be effective for at least one
year after they are made, or, in the case of payments to commence at a specific
time, be made at least one year before the first scheduled payment and (B) defer
the commencement of distributions (and each affected distribution) for at least
five years.

      


      (ii)      Notwithstanding
Section 7.4(c)(i), the Committee may provide that distributions of Phantom
Shares can be elected at any time in those cases in which the Phantom Share
Value is determined by reference to Fair Market Value to the extent in excess of
a base value, rather than by reference to unreduced Fair Market
Value.

       

      (iii)                 Notwithstanding
the foregoing, the Settlement Date, if not earlier pursuant to this
Section 7.4(c), is the date of the Grantee’s death.

       

      (d)      Notwithstanding
the other provisions of this Section 7, taking into account, without
limitation, the application of Section 409A of the Code, as the Committee may
deem appropriate, in the event of a Change in Control, the Settlement Date shall
be the date of such Change in Control and all amounts due with respect to
Phantom Shares to a Grantee hereunder shall be paid as soon as practicable (but
in no event more than 30 days) after such Change in Control, unless such Grantee
elects otherwise in accordance with procedures established by the
Committee.

       

      (e)      Notwithstanding
any other provision of the Plan, taking into account, without limitation, the
application of Section 409A of the Code, as the Committee may deem appropriate,
a Grantee may receive any amounts to be paid in installments as provided in
Section 7.4(b) or deferred by the Grantee as provided in
Section 7.4(c) in the event of an “Unforeseeable Emergency.” For these
purposes, an “Unforeseeable Emergency” means an event that would cause a severe
financial hardship to the Grantee resulting from (x) a sudden and unexpected
illness or accident of the Grantee or “dependent,” as defined in
Section 152(a) of the Code, of the Grantee, (y) loss of the Grantee’s
property due to casualty (including the need to rebuild a home following damage
to a home not otherwise covered by insurance, for example, not as a result of a
natural disaster), or (z) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Grantee.  The circumstances that will constitute an Unforeseeable
Emergency will depend upon the facts of each case, but, in any case, payment may
not be made to the extent that such hardship is or may be relieved:

       

      (i)           through
reimbursement or compensation by insurance or otherwise,

       

      (ii)           by
liquidation of the Grantee’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship, or

       

      (iii)           by
future cessation of the making of additional deferrals under Section 7.4(b)
and (c).

       

      Without
limitation, the need to send a Grantee’s child to college or the desire to
purchase a home shall not constitute an Unforeseeable
Emergency.  Distributions of amounts because of an Unforeseeable
Emergency shall be permitted to the extent reasonably needed to satisfy the
emergency need.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                7.5

              	
                Other Phantom Share
      Provisions.

              


      

       

      (a)      Except
as permitted by the Committee, rights to payments with respect to Phantom Shares
granted under the Plan shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment,
garnishment, levy, execution, or other legal or equitable process, either
voluntary or involuntary; and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, attach or garnish, or levy or execute on any
right to payments or other benefits payable hereunder, shall be
void.

       

      (b)      A
Grantee may designate in writing, on forms to be prescribed by the Committee, a
beneficiary or beneficiaries to receive any payments payable after his or her
death and may amend or revoke such designation at any time.  If no
beneficiary designation is in effect at the time of a Grantee’s death, payments
hereunder shall be made to the Grantee’s estate.  If a Grantee with a
vested Phantom Share dies, such Phantom Share shall be settled and the Phantom
Share Value in respect of such Phantom Shares paid, and any payments deferred
pursuant to an election under Section 7.4(c) shall be accelerated and paid,
as soon as practicable (but no later than 60 days) after the date of death to
such Grantee’s beneficiary or estate, as applicable.

       

      (c)      The
Committee may, taking into account, without limitation, the application of
Section 409A of the Code, as the Committee may deem appropriate, establish a
program under which distributions with respect to Phantom Shares may be deferred
for periods in addition to those otherwise contemplated by the foregoing
provisions of this Section 7.  Such program may include, without
limitation, provisions for the crediting of earnings and losses on unpaid
amounts, and, if permitted by the Committee, provisions under which Participants
may select from among hypothetical investment alternatives for such deferred
amounts in accordance with procedures established by the Committee.

       

      (d)      Phantom
Shares (including for purposes of this Section 7.5(d) any accounts
established to facilitate the implementation of Section 7.4(c)), are solely
a device for the measurement and determination of the amounts to be paid to a
Grantee under the Plan.  Each Grantee’s right in the Phantom Shares is
limited to the right to receive payment, if any, as may herein be
provided.  The Phantom Shares do not constitute Common Stock and shall
not be treated as (or as giving rise to) property or as a trust fund of any
kind; provided, however, that the Company may establish a mere bookkeeping
reserve to meet its obligations hereunder or a trust or other funding vehicle
that would not cause the Plan to be deemed to be funded for tax purposes or for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended.  The right of any Grantee of Phantom Shares to receive
payments by virtue of participation in the Plan shall be no greater than the
right of any unsecured general creditor of the Company.

       

      (e)      Notwithstanding
any other provision of this Section 7, any fractional Phantom Share will be
paid out in cash at the Phantom Share Value as of the Settlement
Date.

       

      (f)      No
Phantom Share shall be construed to give any Grantee any rights with respect to
Shares or any ownership interest in the Company.  Except as may be
provided in accordance with Section 8, no provision of the Plan shall be
interpreted to confer upon any Grantee of a Phantom Share any voting, dividend
or derivative or other similar rights with respect to any Phantom
Share.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                7.6

              	
                Claims
      Procedures.

              


      

       

      (a)      To
the extent that the Plan is determined by the Committee to be subject to the
Employee Retirement Income Security Act of 1974, as amended, the Grantee, or his
beneficiary hereunder or authorized representative, may file a claim for
benefits with respect to Phantom Shares under the Plan by written communication
to the Committee or its designee.  A claim is not considered filed
until such communication is actually received.  Within 90 days
(or, if special circumstances require an extension of time for processing, 180
days, in which case notice of such special circumstances should be provided
within the initial 90-day period) after the filing of the claim, the Committee
will either:

       

      (i)           approve
the claim and take appropriate steps for satisfaction of the claim;
or

       

      (ii)           if
the claim is wholly or partially denied, advise the claimant of such denial by
furnishing to him a written notice of such denial setting forth (A) the
specific reason or reasons for the denial; (B) specific reference to
pertinent provisions of the Plan on which the denial is based and, if the denial
is based in whole or in part on any rule of construction or interpretation
adopted by the Committee, a reference to such rule, a copy of which shall be
provided to the claimant; (C) a description of any additional material or
information necessary for the claimant to perfect the claim and an explanation
of the reasons why such material or information is necessary; and (D) a
reference to this Section 7.6 as the provision setting forth the claims
procedure under the Plan.

       

      (b)      The
claimant may request a review of any denial of his claim by written application
to the Committee within 60 days after receipt of the notice of denial of such
claim.  Within 60 days (or, if special circumstances require an
extension of time for processing, 120 days, in which case notice of such special
circumstances should be provided within the initial 60-day period) after receipt
of written application for review, the Committee will provide the claimant with
its decision in writing, including, if the claimant’s claim is not approved,
specific reasons for the decision and specific references to the Plan provisions
on which the decision is based.

       

      
        	
                8.

              	
                PROVISIONS
      APPLICABLE TO DIVIDEND EQUIVALENT
RIGHTS.

              


      

       

      
        	
                 
      

              	
                8.1

              	
                Grant of Dividend Equivalent
      Rights.

              


      

       

      Subject
to the other terms of the Plan, the Committee shall, in its discretion as
reflected by the terms of the Award Agreements, authorize the granting of
Dividend Equivalent Rights to employees, Directors and consultants of the
Company and its Subsidiaries based on the regular cash dividends declared on
Common Stock, to be credited as of the dividend payment dates, during the period
between the date an Award is granted, and the date such Award is exercised,
vests or expires, as determined by the Committee.  Such Dividend
Equivalent Rights shall be converted to cash or additional Shares by such
formula and at such time and subject to such limitation as may be determined by
the Committee.  With respect to Dividend Equivalent Rights granted
with respect to Options intended to be qualified performance-based compensation
for purposes of Section 162(m) of the Code, such Dividend Equivalent Rights
shall be payable regardless of whether such Option is exercised.  If a
Dividend Equivalent Right is granted in respect of another Award hereunder,
then, unless otherwise stated in the Award Agreement, in no event shall the
Dividend Equivalent Right be in effect for a period beyond the time during which
the applicable portion of the underlying Award is in effect.

       

      
        	
                 
      

              	
                8.2

              	
                Certain
      Terms.

              


      

       

      (a)      The
term of a Dividend Equivalent Right shall be set by the Committee in its
discretion.

       

      (b)      Unless
otherwise determined by the Committee, except as contemplated by Section 8.4, a
Dividend Equivalent Right is exercisable or payable only while the Participant
is an employee, Director or consultant.

       

      (c)      Payment
of the amount determined in accordance with Section 8.1 shall be in cash,
in Common Stock or a combination of both, as determined by the
Committee.

       

      (d)      The
Committee may impose such employment-related conditions on the grant of a
Dividend Equivalent Right as it deems appropriate in its
discretion.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                8.3

              	
                Other Types of Dividend
      Equivalent Rights.

              


      

       

      The
Committee may establish a program under which Dividend Equivalent Rights of a
type whether or not described in the foregoing provisions of this Section 8
may be granted to Participants.  For example, and without limitation,
the Committee may grant a Dividend Equivalent Right in respect of each Share
subject to an Option or with respect to a Phantom Share, which right would
consist of the right (subject to Section 8.4) to receive a cash payment in
an amount equal to the dividend distributions paid on a Share from time to
time.

       

      
        	
                 
      

              	
                8.4

              	
                Deferral.

              


      

       

      The
Committee may establish a program or programs (taking into account, without
limitation, the possible application of Section 409A of the Code, as the
Committee may deem appropriate) under which Participants (i) will have
Phantom Shares credited, subject to the terms of Sections 7.4 and 7.5 as
though directly applicable with respect thereto, upon the granting of Dividend
Equivalent Rights, or (ii) will have payments with respect to Dividend
Equivalent Rights deferred.  In the case of the foregoing
clause (ii), such program may include, without limitation, provisions for
the crediting of earnings and losses on unpaid amounts, and, if permitted by the
Committee, provisions under which Participants may select from among
hypothetical investment alternatives for such deferred amounts in accordance
with procedures established by the Committee.

       

      
        	
                9.

              	
                OTHER
      EQUITY-BASED AWARDS.

              


      

       

      The
Committee shall have the right (i) to grant other Awards based upon the Common
Stock having such terms and conditions as the Committee may determine,
including, without limitation, the grant of Shares based upon certain
conditions, the grant of Partnership Units based upon certain conditions and the
grant of stock appreciation rights and (ii) to grant interests (which may be
expressed as units or otherwise) in Cogdell Spencer LP.

       

      
        	
                10.

              	
                PERFORMANCE
      GOALS.

              


      

       

      The
Committee, in its discretion, may, in the case of Awards (including, in
particular, Awards other than Options) intended to qualify for an exception from
the limitation imposed by Section 162(m) of the Code (“Performance-Based
Awards”), (i) establish one or more performance goals (“Performance Goals”) as a
precondition to the issuance or vesting of Awards, and (ii) provide, in
connection with the establishment of the Performance Goals, for predetermined
Awards to those Participants (who continue to meet all applicable eligibility
requirements) with respect to whom the applicable Performance Goals are
satisfied.  The Performance Goals shall be based upon the criteria set
forth in Exhibit
A hereto which is hereby incorporated herein by reference as though set
forth in full.  The Performance Goals shall be established in a timely
fashion such that they are considered pre-established for purposes of the rules
governing performance-based compensation under Section 162(m) of the
Code.  Prior to the award or vesting, as applicable, of affected
Awards hereunder, the Committee shall have certified that any applicable
Performance Goals, and other material terms of the Award, have been
satisfied.  Performance Goals which do not satisfy the foregoing
provisions of this Section 10 may be established by the Committee with respect
to Awards not intended to qualify for an exception from the limitations imposed
by Section 162(m) of the Code.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                11.

              	
                TAX
      WITHHOLDING.

              


      

       

      
        	
                 
      

              	
                11.1

              	
                In
    General.

              


      

       

      The
Company, or a properly designated paying agent, shall be entitled to withhold
from any payments or deemed payments any amount of tax withholding determined by
the Committee to be required by law.  Without limiting the generality
of the foregoing, the Committee may, in its discretion, require the Participant
to pay to the Company at such time as the Committee determines the amount that
the Committee deems necessary to satisfy the Company’s obligation to withhold
federal, state or local income or other taxes incurred by reason of (i) the
exercise of any Option, (ii) the lapsing of any restrictions applicable to
any Restricted Stock, (iii) the receipt of a distribution in respect of
Phantom Shares or Dividend Equivalent Rights or (iv) any other applicable
income-recognition event (for example, an election under Section 83(b) of
the Code).

       

      
        	
                 
      

              	
                11.2

              	
                Share
      Withholding.

              


      

       

      (a)      Upon
exercise of an Option, the Optionee may, if approved by the Committee in its
discretion, make a written election to have Shares then issued withheld by the
Company from the Shares otherwise to be received, or to deliver previously owned
Shares, in order to satisfy the liability for such withholding
taxes.  In the event that the Optionee makes, and the Committee
permits, such an election, the number of Shares so withheld or delivered shall
have an aggregate Fair Market Value on the date of exercise sufficient to
satisfy the applicable withholding taxes.  Where the exercise of an
Option does not give rise to an obligation by the Company to withhold federal,
state or local income or other taxes on the date of exercise, but may give rise
to such an obligation in the future, the Committee may, in its discretion, make
such arrangements and impose such requirements as it deems necessary or
appropriate.

       

      (b)      Upon
lapsing of restrictions on Restricted Stock (or other income-recognition event),
the Grantee may, if approved by the Committee in its discretion, make a written
election to have Shares withheld by the Company from the Shares otherwise to be
released from restriction, or to deliver previously owned Shares (not subject to
restrictions hereunder), in order to satisfy the liability for such withholding
taxes.  In the event that the Grantee makes, and the Committee
permits, such an election, the number of Shares so withheld or delivered shall
have an aggregate Fair Market Value on the date of exercise sufficient to
satisfy the applicable withholding taxes.

       

      (c)      Upon
the making of a distribution in respect of Phantom Shares or Dividend Equivalent
Rights, the Grantee may, if approved by the Committee in its discretion, make a
written election to have amounts (which may include Shares) withheld by the
Company from the distribution otherwise to be made, or to deliver previously
owned Shares (not subject to restrictions hereunder), in order to satisfy the
liability for such withholding taxes.  In the event that the Grantee
makes, and the Committee permits, such an election, any Shares so withheld or
delivered shall have an aggregate Fair Market Value on the date of exercise
sufficient to satisfy the applicable withholding taxes.

       

      
        	
                 
      

              	
                11.3

              	
                Withholding
      Required.

              


      

       

      Notwithstanding
anything contained in the Plan or the Award Agreement to the contrary, the
Participant’s satisfaction of any tax-withholding requirements imposed by the
Committee shall be a condition precedent to the Company’s obligation as may
otherwise be provided hereunder to provide Shares to the Participant and to the
release of any restrictions as may otherwise be provided hereunder, as
applicable; and the applicable Option, Restricted Stock, Phantom Shares or
Dividend Equivalent Rights shall be forfeited upon the failure of the
Participant to satisfy such requirements with respect to, as applicable,
(i) the exercise of the Option, (ii) the lapsing of restrictions on
the Restricted Stock (or other income-recognition event) or
(iii) distributions in respect of any Phantom Share or Dividend Equivalent
Right.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                12.

              	
                REGULATIONS
      AND APPROVALS.

              


      

       

      (a)      The
obligation of the Company to sell Shares with respect to an Award granted under
the Plan shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, and the obtaining of
all such approvals by governmental agencies as may be deemed necessary or
appropriate by the Committee.

       

      (b)      The
Committee may make such changes to the Plan as may be necessary or appropriate
to comply with the rules and regulations of any government authority or to
obtain tax benefits applicable to an Award.

       

      (c)      Each
grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in
respect thereof) or Dividend Equivalent Rights (or issuance of Shares in respect
thereof), or other Award under Section 9 (or issuance of Shares in respect
thereof), is subject to the requirement that, if at any time the Committee
determines, in its discretion, that the listing, registration or qualification
of Shares issuable pursuant to the Plan is required by any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issuance of Options, Shares of Restricted Stock, Phantom
Shares, Dividend Equivalent Rights, other Awards or other Shares, no payment
shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock
or other Award made, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained free of any
conditions in a manner acceptable to the Committee.

       

      (d)      In
the event that the disposition of stock acquired pursuant to the Plan is not
covered by a then current registration statement under the Securities Act, and
is not otherwise exempt from such registration, such Shares shall be restricted
against transfer to the extent required under the Securities Act, and the
Committee may require any individual receiving Shares pursuant to the Plan, as a
condition precedent to receipt of such Shares, to represent to the Company in
writing that such Shares are acquired for investment only and not with a view to
distribution and that such Shares will be disposed of only if registered for
sale under the Securities Act or if there is an available exemption for such
disposition.

       

      (e)      Notwithstanding
any other provision of the Plan, the Company shall not be required to take or
permit any action under the Plan or any Award Agreement which, in the good-faith
determination of the Company, would result in a material risk of a violation by
the Company of Section 13(k) of the Exchange Act.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                13.

              	
                INTERPRETATION
      AND AMENDMENTS; OTHER RULES.

              


      

       

      The
Committee may make such rules and regulations and establish such procedures for
the administration of the Plan as it deems appropriate.  Without
limiting the generality of the foregoing, the Committee may (i) determine
the extent, if any, to which Options, Phantom Shares or Shares (whether or not
Shares of Restricted Stock), Dividend Equivalent Rights or other equity-based
Awards shall be forfeited (whether or not such forfeiture is expressly
contemplated hereunder); (ii) interpret the Plan and the Award Agreements
hereunder, with such interpretations to be conclusive and binding on all persons
and otherwise accorded the maximum deference permitted by law, provided that the
Committee’s interpretation shall not be entitled to deference on and after a
Change in Control except to the extent that such interpretations are made
exclusively by members of the Committee who are individuals who served as
Committee members before the Change in Control; and (iii) take any other
actions and make any other determinations or decisions that it deems necessary
or appropriate in connection with the Plan or the administration or
interpretation thereof.  In the event of any dispute or disagreement
as to the interpretation of the Plan or of any rule, regulation or procedure, or
as to any question, right or obligation arising from or related to the Plan, the
decision of the Committee, except as provided in clause (ii) of the
foregoing sentence, shall be final and binding upon all
persons.  Unless otherwise expressly provided hereunder, the
Committee, with respect to any grant, may exercise its discretion hereunder at
the time of the Award or thereafter.  No action which is otherwise
permitted under or in connection with the Plan shall be prohibited hereunder
merely because it constitutes a repricing of an Award, and, in furtherance of
the foregoing, the Committee is expressly authorized and empowered, without
limitation, to effect repricings that are consistent with the terms of the
Plan.  Notwithstanding the foregoing, no repricing of an Award shall
be permitted.  The Board may amend the Plan as it shall deem
advisable, except that no amendment may adversely affect a Participant with
respect to an Award previously granted unless such amendments are required in
order to comply with applicable laws; provided that the Board may not make any
amendment in the Plan that would, if such amendment were not approved by the
holders of the Common Stock, cause the Plan to fail to comply with any
requirement of applicable law or regulation, unless and until the approval of
the holders of such Common Stock is obtained.

       

      
        	
                14.

              	
                CHANGES
      IN CAPITAL STRUCTURE.

              


      

       

      (a)      If
(i) the Company or its Subsidiaries shall at any time be involved in a
merger, consolidation, dissolution, liquidation, reorganization, exchange of
shares, sale of all or substantially all of the assets or stock of the Company
or its Subsidiaries or a transaction similar thereto, (ii) any stock
dividend, stock split, reverse stock split, stock combination, reclassification,
recapitalization or other similar change in the capital structure of the Company
or its Subsidiaries, or any distribution to holders of Common Stock other than
cash dividends, shall occur or (iii) any other event shall occur which in
the judgment of the Committee necessitates action by way of adjusting the terms
of the outstanding Awards, then:

       

      (x)           the
maximum aggregate number of Shares which may be made subject to Options and
Dividend Equivalent Rights under the Plan, the maximum aggregate number and kind
of Shares of Restricted Stock that may be granted under the Plan, and the
maximum aggregate number of Phantom Shares and other Awards which may be granted
under the Plan may be appropriately adjusted by the Committee in its discretion;
and

       

      (y)           the
Committee shall take any such action as in its discretion shall be necessary to
maintain each Participants’ rights hereunder (including under their Award
Agreements) with respect to Options, Phantom Shares and Dividend Equivalent
Rights (and, as appropriate, other Awards under the Plan), so that they are
substantially proportionate to the rights existing in such Options, Phantom
Shares and Dividend Equivalent Rights (and other Awards under the Plan) prior to
such event, including, without limitation, adjustments in (A) the number of
Options, Phantom Shares and Dividend Equivalent Rights (and other Awards under
the Plan) granted, (B) the number and kind of shares or other property to
be distributed in respect of Options, Phantom Shares and Dividend Equivalent
Rights (and other Awards under the Plan, as applicable), (C) the Option
Price and Phantom Share Value, and (D) performance-based criteria
established in connection with Awards; provided that, in the discretion of the
Committee, the foregoing clause (D) may also be applied in the case of any
event relating to a Subsidiary if the event would have been covered under this
Section 14(a) had the event related to the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      To the
extent that such action shall include an increase or decrease in the number of
Shares (or units of other property then available) subject to all outstanding
Awards, the number of Shares (or units) available under Section 4 shall be
increased or decreased, as the case may be, proportionately, as may be
determined by the Committee in its discretion.

       

      (b)      Any
Shares or other securities distributed to a Grantee with respect to Restricted
Stock or otherwise issued in substitution of Restricted Stock shall be subject
to the restrictions and requirements imposed by Section 6, including
depositing the certificates therefor with the Company together with a stock
power and bearing a legend as provided in Section 6.2(a).

       

      (c)      If
the Company shall be consolidated or merged with another corporation or other
entity, each Grantee who has received Restricted Stock that is then subject to
restrictions imposed by Section 6.3 may be required to deposit with the
successor corporation the certificates, if any, for the stock or securities or
the other property that the Grantee is entitled to receive by reason of
ownership of Restricted Stock in a manner consistent with Section 6.2(b),
and such stock, securities or other property shall become subject to the
restrictions and requirements imposed by Section 6.3, and the certificates
therefor or other evidence thereof shall bear a legend similar in form and
substance to the legend set forth in Section 6.2(a).

       

      (d)      If
a Change in Control shall occur, then the Committee, as constituted immediately
before the Change in Control, may make such adjustments as it, in its
discretion, determines are necessary or appropriate in light of the Change in
Control, provided that the Committee determines that such adjustments do not
have an adverse economic impact on the Participant as determined at the time of
the adjustments.

       

      (e)      The
judgment of the Committee with respect to any matter referred to in this
Section 14 shall be conclusive and binding upon each Participant without
the need for any amendment to the Plan.

       

      
        	
                15.

              	
                MISCELLANEOUS.

              


      

       

      
        	
                 
      

              	
                15.1

              	
                No Rights to Employment or
      Other Service.

              


      

       

      Nothing
in the Plan or in any grant made pursuant to the Plan shall confer on any
individual any right to continue in the employ or other service of the Company
or its Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries and its shareholders to terminate the individual’s employment or
other service at any time.

       

      
        	
                 
      

              	
                15.2

              	
                No Fiduciary
      Relationship.

              


      

       

      Nothing
contained in the Plan (including without limitation Sections 7.5(c) and
8.4, and no action taken pursuant to the provisions of the Plan, shall create or
shall be construed to create a trust or any kind, or a fiduciary relationship
between the Company or its Subsidiaries, or their officers or the Committee, on
the one hand, and the Participant, the Company, its Subsidiaries or any other
person or entity, on the other.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                15.3

              	
                Notices.

              


      

       

      All
notices under the Plan shall be in writing, and if to the Company, shall be
delivered to the Committee or mailed to its principal office, addressed to the
attention of the Committee; and if to the Participant, shall be delivered
personally, sent by facsimile transmission or mailed to the Participant at the
address appearing in the records of the Company.  Such addresses may
be changed at any time by written notice to the other party given in accordance
with this Section 15.3.

       

      
        	
                 
      

              	
                15.4

              	
                Exculpation and
      Indemnification.

              


      

       

      The
Company shall indemnify and hold harmless the members of the Board and the
members of the Committee from and against any and all liabilities, costs and
expenses incurred by such persons as a result of any act or omission to act in
connection with the performance of such person’s duties, responsibilities and
obligations under the Plan, to the maximum extent permitted by law, other than
such liabilities, costs and expenses as may result from the gross negligence,
bad faith, willful misconduct or criminal acts of such persons.

       

      
        	
                 
      

              	
                15.5

              	
                Compliance with Section 409A
      of the Code.

              


      

       

      (a)           Any
Award Agreement issued under the Plan that is subject to Section 409A of the
Code shall include such additional terms and conditions as may be required to
satisfy the requirements of Section 409A of the Code.

       

      (b)           With
respect to any Award issued under the Plan that is subject to Section 409A of
the Code, and with respect to which a payment or distribution is to be made upon
a Termination of Service, if the Participant is determined by the Company to be
a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the
Code and any of the Company’s stock is publicly traded on an established
securities market or otherwise, such payment or distribution may not be made
before the date which is six months after the date of Termination of Service (to
the extent required under Section 409A of the Code).

       

      (c)           To
the extent compliance with Section 409A of the Code is intended, the Board and
the Committee shall administer the Plan, and exercise authority and discretion
under the Plan, consistent with the requirements of Section 409A of the Code or
any exemption thereto.

       

      (d)           The
Company makes no representation or warranty and shall have no liability to any
Participant or any other person if any provisions of this Plan or any Award
Agreement issued pursuant hereto are determined to constitute deferred
compensation subject to Section 409A of the Code but do not satisfy an exemption
from, or the conditions of, such Section.

       

      
        	
                 
      

              	
                15.6

              	
                Captions.

              


      

       

      The use
of captions in this Plan is for convenience.  The captions are not
intended to provide substantive rights.

       

      
        	
                 
      

              	
                15.7

              	
                Governing
      Law.

              


      

       

      THIS PLAN
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
MARYLAND WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW.

       

      
        	
                 
      

              	
                15.8

              	
                Gender
      Neutral

              


      

       

      Wherever
used herein, a pronoun in the masculine gender shall be considered as including
the feminine gender unless the context clearly indicates otherwise.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      EXHIBIT
A

       

       

      


       

       

      PERFORMANCE
CRITERIA

       

      Performance-Based
Awards intended to qualify as “performance-based” compensation under Section
162(m) of the Code, may be payable upon the attainment of objective performance
goals that are established by the Committee and relate to one or more
Performance Criteria, in each case on specified date or over any period, up to
10 years, as determined by the Committee.  Performance Criteria may
(but need not) be based on the achievement of the specified levels of
performance under one or more of the measures set out below relative to the
performance of one or more other corporations or indices.

       

      “Performance
Criteria” means the following business criteria (or any combination thereof)
with respect to one or more of the Company, any participating company or any
division or operating unit thereof:

       

      (i)           pre-tax
income,

       

      (ii)           after-tax
income,

       

      
        	
                 
      

              	
                (iii)

              	
                net
      income (meaning net income as reflected in the Company’s financial reports
      for the applicable period, on an aggregate, diluted and/or per share
      basis),

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                operating
      income,

              


      

       

      
        	
                 
      

              	
                (v)

              	
                cash
      flow,

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                earnings
      per share,

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                return
      on equity,

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                return
      on invested capital or assets,

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                cash
      and/or funds available for
distribution,

              


      

       

      
        	
                 
      

              	
                (x)

              	
                appreciation
      in the fair market value of the Common
Stock,

              


      

       

      
        	
                 
      

              	
                (xi)

              	
                return
      on investment,

              


      

       

      
        	
                 
      

              	
                (xii)

              	
                shareholder
      return (meaning the per annum compounded rate of increase in the Fair
      Market Value of an investment in Shares on the first day of the
      Performance Period (assuming purchase of Shares at their Fair Market Value
      on such day) through the last day of the Performance Period, plus all
      dividends or distributions paid with respect to such Shares during the
      Performance Period, and assuming reinvestment in Shares of all such
      dividends and distributions, adjusted to give effect to Section 14 of the
      Plan).

              


      

       

      
        	
                 
      

              	
                (xiii)

              	
                net
      earnings growth,

              


      

       

      
        	
                 
      

              	
                (xiv)

              	
                stock
      appreciation (meaning an increase in the price or value of the Common
      Stock after the date of grant of an award and during the applicable
      period),

              


      

       

      
        	
                 
      

              	
                (xv)

              	
                related
      return ratios,

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (xvi)

              	
                increase
      in revenues,

              


      

       

      
        	
                 
      

              	
                (xvii)

              	
                net
      earnings,

              


      

       

      
        	
                 
      

              	
                (xviii)

              	
                changes
      (or the absence of changes) in the per share or aggregate market price of
      the Company’s Common Stock,

              


      

       

      
        	
                 
      

              	
                (xix)

              	
                number
      of securities sold,

              


      

       

      
        	
                 
      

              	
                (xx)

              	
                earnings
      before any one or more of the following items: interest, taxes,
      depreciation or amortization for the applicable period, as reflected in
      the Company’s financial reports for the applicable
  period,

              


      

       

      
        	
                 
      

              	
                (xxi)

              	
                total
      revenue growth (meaning the increase in total revenues after the date of
      grant of an award and during the applicable period, as reflected in the
      Company’s financial reports for the applicable
  period),

              


      

       

      
        	
                 
      

              	
                (xxii)

              	
                the
      Company’s published ranking against its peer group of real estate
      investment trusts based on total shareholder
  return,

              


      

       

      
        	
                 
      

              	
                (xxiii)

              	
                funds
      from operations, and

              


      

       

      
        	
                 
      

              	
                (xxiv)

              	
                funds
      from operations modified, which adds back to the traditional definition of
      “funds from operations” a non-cash amortization of non-real estate related
      intangible assets associated with purchase
  accounting.

              


      

       

      Performance
Goals may be absolute amounts or percentages of amounts, may be relative to the
performance of other companies or of indexes or may be based upon absolute
values or values determined on a per-share basis.

       

      Except as
otherwise expressly provided, all financial terms are used as defined under
Generally Accepted Accounting Principles (“GAAP”) and all determinations shall
be made in accordance with GAAP, as applied by the Company in the preparation of
its periodic reports to shareholders.

       

      To the
extent permitted by Section 162(m) of the Code, unless the Committee provides
otherwise at the time of establishing the Performance Goals, for each fiscal
year of the Company, there shall be objectively determinable adjustments, as
determined in accordance with GAAP, to any of the Performance Criteria described
above for one or more of the items of gain, loss, profit or expense: (A)
determined to be extraordinary or unusual in nature or infrequent in occurrence,
(B) related to the disposal of a segment of a business, (C) related to a
change in accounting principle under GAAP, (D) related to discontinued
operations that do not qualify as a segment of a business under GAAP, and
(E) attributable to the business operations of any entity acquired by the
Company during the fiscal year.