Exhibit 10.3


 


UNITED DEVELOPMENT
FUNDING IV


EQUITY PLAN


 


		1.	Purpose; Types of Awards. 



 


The purposes of the United Development
Funding IV Equity Plan (the “Plan”) are to afford an incentive to the trustees and officers, advisors and consultants
of United Development Funding IV (the “Trust”) who are in any case natural persons and providing services to
the Trust, including without limitation individuals who are employees of the Advisor or one of its Affiliates who are providing
services to the Trust, to continue as trustees, officers, advisors and consultants, to increase their efforts on behalf of the
Trust and to promote the success of the Trust’s business. The Plan provides for the grant of stock options, stock appreciation
rights, restricted stock, restricted stock units and other equity-based awards.


 


		2.	Definitions. 



 


For purposes of the Plan, the following
terms shall be defined as set forth below:


 


		(a)	“Advisor” means
                                         UMTH General Services, L.P., a Delaware limited partnership.



 


		(b)	“Advisory Agreement”
                                         means the Advisory Agreement, dated as of May 29, 2014, by and between the Trust
                                         and the Advisor, as such may be amended from time to time.



 


		(c)	“Affiliate”
                                         means (i) any Person directly or indirectly controlling, controlled by, or under common
                                         control with such other Person, (ii) any executive officer or general partner of such
                                         other Person and (iii) any legal entity for which such Person acts as an executive officer
                                         or general partner.



 


		(d)	“Award” means
                                         any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other
                                         Stock-Based Award granted under the Plan.



 


		(e)	“Award Agreement”
                                         means any written agreement, contract or other instrument or document evidencing an Award.



 


		(f)	“Board” means
                                         the Board of Trustees of the Trust.



 


		(g)	“Change of Control”
                                         means a change in ownership or effective control of the Trust, or a change in the ownership
                                         of a substantial portion of the assets of the Trust, in any case, within the meaning
                                         of Section 409A of the Code; provided, however, that a transaction or series of transactions
                                         effected with the Advisor and/or any Affiliate of the Advisor, through the acquisition
                                         of Shares or other Trust securities (regardless of the form of such transaction or series
                                         of transactions), changes to the membership of the Board or otherwise, shall not constitute
                                         a Change of Control for purposes of the Plan or any Award.



 


		(h)	“Code” means
                                         the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations
                                         promulgated thereunder.



 




    	 



    	 



    

 


		(i)	“Committee”
                                         means the committee established by the Board to administer the Plan, the composition
                                         of which shall at all times consist of “non-employee directors” within the
                                         meaning of Rule 16b-3 under the Exchange Act. During any period during which Section
                                         162(m) of the Code applies to the Trust, the composition of the Committee shall consist
                                         solely of “outside directors” within the meaning of Section 162(m) of the
                                         Code.



 


		(j)	“Effective Date”
                                         means the date of the listing and commencement of trading of the Shares on the NASDAQ
                                         Global Select Market.



 


		(k)	“Exchange Act”
                                         means the Securities Exchange Act of 1934, as amended from time to time, and the rules
                                         and regulations promulgated thereunder.



 


		(l)	“Fair Market Value”
                                         means, with respect to Shares or other property, the fair market value of such Shares
                                         or other property determined by such methods or procedures as shall be established from
                                         time to time by the Board. Unless otherwise determined by the Board in good faith, the
                                         per share Fair Market Value of Shares as of a particular date shall mean (i) the closing
                                         sales price per Share on the national securities exchange on which the Shares are principally
                                         traded, for the last preceding date on which there was a sale of such Shares on such
                                         exchange; (ii) if the Shares are then traded in 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; or (iii)
                                         if the Shares are not then listed on a national securities exchange or traded in an over-the-counter
                                         market, such value as the Board, in its sole discretion, shall determine.



 


		(m)	“Option” means
                                         a right, granted to a Participant under Section 6(b)(i), to purchase Shares.



 


		(n)	“Other Stock-Based Award”
                                         means a right or other interest granted to a Participant that may be denominated or payable
                                         in, valued in whole or in part by reference to, or otherwise based on, or related to,
                                         Shares, including but not limited to unrestricted Shares or dividend equivalent rights.



 


		(o)	“Participant”
                                         means an eligible person who has been granted an Award under the Plan.



 


		(p)	“Person” means
                                         any natural person, corporation, partnership, association, limited liability company,
                                         estate, trust, joint venture, any federal, state or municipal government or any bureau,
                                         department or agency thereof or any other legal entity and any fiduciary acting in such
                                         capacity on behalf of the foregoing.



 


		(q)	“Plan” means
                                         this United Development Funding IV Equity Plan, as amended from time to time.



 


		(r)	“Restricted Stock”
                                         means an Award of Shares to a Participant under Section 6(b)(iii) that may be subject
                                         to certain restrictions and to a risk of forfeiture.



 




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		(s)	“Restricted Stock Unit”
                                         or “RSU” means a right granted to a Participant under Section 6(b)(iv)
                                         to receive Shares, cash or other property at the end of a specified period, which right
                                         may be conditioned on the satisfaction of specified performance or other criteria.



 


		(t)	“Securities Act”
                                         means the Securities Act of 1933, as amended from time to time, and the rules and regulations
                                         promulgated thereunder.



 


		(u)	“Separation from Service”
                                         shall have the meaning attributed to such term under Section 409A of the Code.



 


		(v)	“Shares” means
                                         common shares of beneficial interest, par value $0.01 per share, of the Trust.



 


		(w)	“Stock Appreciation Right”
                                         or “SAR” means the right granted to a Participant under Section 6(b)(ii)
                                         to be paid an amount measured by the appreciation in the Fair Market Value of Shares
                                         from the date of grant to the date of exercise of the right.



 


		(x)	“Trust” means
                                         United Development Funding IV, a Maryland real estate investment trust, or any successor.



 


		3.	Administration. 



 


The Plan shall be administered by
the Board. Except with respect to the amendment, modification, suspension or early termination of the Plan, the Board may appoint
a Committee to administer all or a portion of the Plan. To the extent that the Board so delegates its authority, references herein
to the Board shall be deemed references to the Committee. The Board may delegate to one or more agents such administrative duties
as it may deem advisable, and the Committee or any other person to whom the Board has delegated duties as aforesaid may employ
one or more persons to render advice with respect to any responsibility the Board or such Committee or person may have under the
Plan. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect
to the Plan or any Award granted hereunder.


 


The Board shall have the authority
in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise
all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration
of the Plan, including, without limitation, the authority to:


 


		(i)	grant Awards;



 


		(ii)	determine the persons to whom
                                         and the time or times at which Awards shall be granted;



 


		(iii)	determine the type and number
                                         of Awards to be granted, the number of Shares to which an Award may relate and the terms,
                                         conditions, restrictions and performance criteria relating to any Award;



 




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		(iv)	determine whether, to what extent,
                                         and under what circumstances an Award may be settled, cancelled, forfeited, exchanged,
                                         or surrendered;



 


		(v)	make adjustments in the terms and
                                         conditions of Awards;



 


		(vi)	construe and interpret the Plan
                                         and any Award;



 


		(vii)	prescribe, amend and rescind
                                         rules and regulations relating to the Plan;



 


		(viii)	determine the terms and provisions
                                         of the Award Agreements (which need not be identical for each Participant); and



 


		(ix)	make all other determinations
                                         deemed necessary or advisable for the administration of the Plan. All decisions, determinations
                                         and interpretations of the Board shall be final and binding on all persons, including
                                         but not limited to the Trust, any parent or subsidiary of the Trust, any Participant
                                         (or any person claiming any rights under the Plan from or through any Participant) and
                                         any shareholder. Notwithstanding any provision of the Plan or any Award Agreement to
                                         the contrary, except as provided in the second paragraph of Section 5, neither the Board
                                         nor the Committee may take any action which would have the effect of reducing the aggregate
                                         exercise, base or purchase price of any Award without obtaining the approval of the Trust’s
                                         shareholders.



 


		4.	Eligibility. 



 


Awards may be granted, in the discretion
of the Board, to individuals who are, as of the date of grant, trustees or officers, advisors or consultants of the Trust, who
in any case are natural persons and providing services to the Trust, including without limitation individuals who are employees
of the Advisor or one of its Affiliates. In determining the persons to whom Awards shall be granted and the type of any Award
(including the number of shares to be covered by such Award), the Board shall take into account such factors as the Board shall
deem relevant in connection with accomplishing the purposes of the Plan.


 


		5.	Shares Subject to the Plan. 



 


The maximum number of Shares reserved
for the grant of Awards under the Plan shall be equal to 7.5% of the number of Shares that are issued immediately following the
approval for listing and trading of the Shares on the NASDAQ Stock Market, less any Shares issued or subject to awards granted
under the Trust’s Advisor Equity Plan or the Trust’s Non-Executive Trustee Stock Plan, subject to adjustment as provided
herein. Share issued under the Plan may, in whole or in part, be authorized but unissued shares or shares that shall have been
or may be reacquired by the Trust in the open market, in private transactions or otherwise. If any vested Award granted under
the Plan is paid or otherwise settled without the issuance of Shares, or if Shares are surrendered to or withheld by the Trust
as payment of either the exercise price of an Award and/or withholding taxes in respect of an Award, the Shares that were subject
to such Award shall not again be available for Awards under the Plan. If any shares subject to an Award are forfeited, cancelled,
exchanged or surrendered or if an Award terminates or expires without a distribution of shares to the Participant (other than
as provided in the immediately preceding sentence), the Shares with respect to such Award shall, to the extent of any such forfeiture,
cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Upon the exercise
of any Award granted in tandem with any other Award, such related Award shall be cancelled to the extent of the number of Shares
as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for
Awards under the Plan.


 




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In the event that the Board shall
determine that any dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization,
stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution
or enlargement of the rights of Participants under the Plan, then the Board shall make equitable changes or adjustments to any
or all of:


 


		(i)	the number and kind of Shares or other
                                         property (including cash) that may thereafter be issued in connection with Awards;



 


		(ii)	the number and kind of Shares or
                                         other property (including cash) issued or issuable in respect of outstanding Awards;



 


		(iii)	the exercise price, base price or
                                         purchase price relating to any Award and



 


		(iv)	the performance goals, if any, applicable
                                         to outstanding Awards. In addition, the Board may determine that any such equitable adjustment
                                         may be accomplished by making a payment to the Award holder, in the form of cash or other
                                         property (including but not limited to Shares).



 


		6.	Terms of Awards. 



 


(a)General.
The term of each Award shall be for such period as may be determined by the Board. Subject to the terms of the Plan and any
applicable Award Agreement, payments to be made by the Trust upon the grant, vesting, maturation or exercise of an Award may be
made in such forms as the Board shall determine at the date of grant or thereafter, including, without limitation, cash, Shares
or other property, and may be made in a single payment or transfer, in installments or on a deferred basis. The Board may make
rules relating to installment or deferred payments with respect to Awards, including the rate of interest to be credited with
respect to such payments. In addition to the foregoing, the Board may impose on any Award or the exercise thereof, at the date
of grant or thereafter, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Board shall
determine.


 


(b)Terms
of Specified Awards. The Board is authorized to grant the Awards described in this Section 6(b), under such terms and conditions
as deemed by the Board to be consistent with the purposes of the Plan. Such Awards may be granted with vesting, value and/or and
payment contingent upon attainment of one or more performance goals. Except as otherwise set forth herein or as may be determined
by the Board, each Award granted under the Plan shall be evidenced by an Award Agreement containing such terms and conditions
applicable to such Award as the Board shall determine at the date of grant or thereafter.


 




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		(i)	Options. The Board is authorized
                                         to grant Options to Participants on the following terms and conditions:



 


		(A)	Exercise Price. The exercise
                                         price per share of Shares purchasable under an Option shall be determined by the Board,
                                         but in no event shall the per share exercise price of any Option be less than 100% of
                                         the Fair Market Value of one Share on the date of grant of such Option. The exercise
                                         price for Shares subject to an Option may be paid in cash or by an exchange of Shares
                                         previously owned by the Participant, through a “broker cashless exercise”
                                         procedure approved by the Board (to the extent permitted by law) or a combination of
                                         the above, in any case in an amount having a combined value equal to such exercise price;
                                         provided that the Board may require that any Shares exchanged by the Participant have
                                         been owned by the Participant for at least six months as of the date of exercise. An
                                         Award Agreement may provide that a Participant may pay all or a portion of the aggregate
                                         exercise price by having Shares with a Fair Market Value on the date of exercise equal
                                         to the aggregate exercise price withheld by the Trust.



 


		(B)	Term and Exercisability of Options.
                                         The date on which the Board adopts a resolution expressly granting an Option shall be
                                         considered the day on which such Option is granted. Options shall be exercisable over
                                         the exercise period (which shall not exceed ten years from the date of grant), at such
                                         times and upon such conditions as the Board may determine, as reflected in the Award
                                         Agreement; provided, that the Board shall have the authority to accelerate the exercisability
                                         of any outstanding Option at such time and under such circumstances as it, in its sole
                                         discretion, deems appropriate. An Option may be exercised to the extent of any or all
                                         full Shares as to which the Option has become exercisable, by giving written notice of
                                         such exercise to the Board or its designated agent.



 


		(C)	Termination of Service.
                                         Subject to Section 7, an Option may not be exercised unless (1) the Participant is then
                                         providing services to the Trust and (2) the Participant has continuously maintained such
                                         relationship since the date of grant of the Option; provided, that the Award Agreement
                                         may contain provisions extending the exercisability of Options, in the event of specified
                                         terminations of service, to a date not later than the expiration date of such Option.



 


		(D)	Other Provisions. Options
                                         may be subject to such other conditions including, but not limited to, restrictions on
                                         transferability of the shares acquired upon exercise of such Options, as the Board may
                                         prescribe in its discretion or as may be required by applicable law.



 




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		(ii)	Stock Appreciation Rights.
                                         The Board is authorized to grant SARs to Participants on the following terms and conditions:



 


		(A)	In General. Unless the Board
                                         determines otherwise, an SAR granted in tandem with an Option may be granted at the time
                                         of grant of the related Option or at any time thereafter. An SAR granted in tandem with
                                         an Option shall be exercisable only to the extent the underlying Option is exercisable.
                                         Payment of an SAR may made in cash, Shares, or property as specified in the Award or
                                         determined by the Board.



 


		(B)	Right Conferred. An SAR shall
                                         confer on the Participant a right to receive an amount with respect to each share subject
                                         thereto, upon exercise thereof, equal to the excess of (1) the Fair Market Value of one
                                         Share on the date of exercise over (2) the base price of the SAR (which in the case of
                                         an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying
                                         Option, and which in the case of any other SAR shall be such price as the Board may determine,
                                         provided it is no less than 100% of the Fair Market Value of a Share on the date of grant
                                         of such SAR).



 


		(C)	Term and Exercisability of SARs.
                                         The date on which the Board adopts a resolution expressly granting an SAR shall be considered
                                         the day on which such SAR is granted. SARs shall be exercisable over the exercise period
                                         (which shall not exceed the lesser of ten years from the date of grant or, in the case
                                         of a tandem SAR, the expiration of its related Award), at such times and upon such conditions
                                         as the Board may determine, as reflected in the Award Agreement; provided, that the Board
                                         shall have the authority to accelerate the exercisability of any outstanding SAR at such
                                         time and under such circumstances as it, in its sole discretion, deems appropriate. An
                                         SAR may be exercised to the extent of any or all full Shares as to which the SAR (or,
                                         in the case of a tandem SAR, its related Award) has become exercisable, by giving written
                                         notice of such exercise to the Board or its designated agent.



 


		(D)	Termination of Service. Subject
                                         to Section 7, an SAR may not be exercised unless (1) the Participant is then providing
                                         services to the Trust and (2) the Participant has continuously maintained such relationship
                                         since the date of grant of the SAR; provided, that the Award Agreement may contain provisions
                                         extending the exercisability of SARs, in the event of specified terminations of service,
                                         to a date not later than the expiration date of such SARs (or, in the case of a tandem
                                         SAR, its related Award).



 


		(E)	Other Provisions. SARs may
                                         be subject to such other conditions including, but not limited to, restrictions on transferability
                                         of the shares acquired upon exercise of such SARs, as the Board may prescribe in its
                                         discretion or as may be required by applicable law.



 




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		(iii)	Restricted Stock. The
                                         Board is authorized to grant Restricted Stock to Participants on the following terms
                                         and conditions:



 


		(A)	Issuance and Restrictions.
                                         Restricted Stock shall be subject to such restrictions on transferability and other restrictions,
                                         if any, as the Board may impose at the date of grant or thereafter, which restrictions
                                         may lapse separately or in combination at such times, under such circumstances, in such
                                         installments, or otherwise, as the Board may determine. The Board may place restrictions
                                         on Restricted Stock that shall lapse, in whole or in part, only upon the attainment of
                                         one or more performance goals. Unless otherwise determined by the Board, a Participant
                                         granted Restricted Stock shall have all of the rights of a shareholder including, without
                                         limitation, the right to vote Restricted Stock and the right to receive dividends thereon.



 


		(B)	Forfeiture. Subject to Section
                                         8, upon termination of service to the Trust during the applicable restriction period,
                                         Restricted Stock and any accrued but unpaid dividends that are then subject to restrictions
                                         shall be forfeited; provided, that the Board may provide, by rule or regulation or in
                                         any Award Agreement, or may determine in any individual case, that restrictions or forfeiture
                                         conditions relating to Restricted Stock will be waived in whole or in part in the event
                                         of terminations resulting from specified causes, and the Board may in other cases waive
                                         in whole or in part the forfeiture of Restricted Stock.



 


		(C)	Certificates for Stock. Restricted
                                         Stock granted under the Plan may be evidenced in such manner as the Board shall determine.
                                         If certificates representing Restricted Stock are registered in the name of the Participant,
                                         such certificates shall bear an appropriate legend referring to the terms, conditions
                                         and restrictions applicable to such Restricted Stock, and the Trust shall retain physical
                                         possession of the certificate.



 


		(D)	Dividends/Distributions. Unless
                                         otherwise determined by the Board, dividends paid on Restricted Stock shall be paid at
                                         the dividend or distribution payment date, provided that such payments may be deferred
                                         to such date as determined by the Board, and in any event shall be payable in cash or
                                         in shares of Stock having a Fair Market Value equal to the amount of such dividends and
                                         distributions. Unless otherwise determined by the Board, Shares distributed in connection
                                         with a stock split or stock dividend, and other property distributed as a dividend or
                                         distribution, shall be subject to restrictions and a risk of forfeiture to the same extent
                                         as the Restricted Stock with respect to which such Shares or other property has been
                                         distributed.



 


		(iv)	Restricted Stock Units.
                                         The Board is authorized to grant RSUs to Participants, subject to the following terms
                                         and conditions:



 


		(A)	Award and Restrictions. Delivery
                                         of Shares, cash or other property, as determined by the Board, will occur upon expiration
                                         of the period specified for RSUs by the Board during which forfeiture conditions apply,
                                         or such later date as the Board shall determine. The Board may place restrictions on
                                         RSUs that shall lapse, in whole or in part, only upon the attainment of one or more performance
                                         goals.



 




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		(B)	Forfeiture. Subject to Section
                                         8, upon termination of service to the Trust prior to the vesting of RSUs, or upon failure
                                         to satisfy any other conditions precedent to the delivery of Shares or cash to which
                                         such RSUs relate, all RSUs and any accrued but unpaid dividend equivalents that are then
                                         subject to deferral or restriction shall be forfeited; provided, that the Board may provide,
                                         by rule or regulation or in any Award Agreement, or may determine in any individual case,
                                         that restrictions or forfeiture conditions relating to RSUs will be waived in whole or
                                         in part in the event of termination resulting from specified causes, and the Board may
                                         in other cases waive in whole or in part the forfeiture of RSUs.



 


		(C)	Dividend/Distribution Equivalents.
                                         The Board is authorized to grant to Participants the right to receive dividend equivalent
                                         payments and/or distribution equivalent payments for the period prior to settlement of
                                         the RSU. Dividend equivalents or distribution equivalents may be paid currently or credited
                                         to an account for the Participant, and may be settled in cash or Shares, as determined
                                         by the Committee. Any such settlements, and any such crediting of dividend equivalents
                                         or distribution equivalents or reinvestment in Shares, may be subject to such conditions,
                                         restrictions and contingencies as the Committee shall establish, including the reinvestment
                                         of such credited amounts in Share equivalents. Unless otherwise determined by the Board,
                                         any such dividend equivalents or distribution equivalents shall be paid or credited,
                                         as applicable, on the dividend payment date to the Participant as though each RSU held
                                         by such Participant were an outstanding Share.



 


		(v)	Other Stock-Based Awards.
                                         The Board is authorized to grant Awards to Participants in the form of Other Stock-Based
                                         Awards, as deemed by the Board to be consistent with the purposes of the Plan. Awards
                                         granted pursuant to this paragraph may be granted with vesting, value and/or payment
                                         contingent upon the attainment of one or more performance goals. The Board shall determine
                                         the terms and conditions of such Awards at the date of grant or thereafter. Without limiting
                                         the generality of this paragraph, Other Stock-Based Awards may include grants of Shares
                                         that are not subject to any restrictions or a substantial risk of forfeiture.



 


		7.	Termination of Service.



 


Unless otherwise determined by the
Board, all unvested Awards then held by a Participant who ceases to provide services to the Trust, whether through a Separation
from Service or because of reassignment by such Participant’s employer, shall be immediately cancelled and forfeited without
consideration. The terms of Award Agreements shall set forth the terms under which an Option or Stock Appreciation Right may remain
exercisable following such a termination of service with the Trust.


 




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		8.	Change in Control.



 


In the event of a Change in Control,
any Award that was not previously vested will become fully vested and/or payable, and any performance conditions imposed with
respect to the Award will be deemed to be fully achieved at the target level of performance; provided, however, that for any Award
subject to Section 409A of the Code, no payment may be made to the holder of such Award unless the transaction constituting a
Change in Control also constitutes, within the meaning of Section 409A of the Code, a “change in the ownership or effective
control” of the Trust or a “change in the ownership of a substantial portion of the assets” of the Trust.


 


		9.	General Provisions. 



 


(a)     Nontransferability.
Unless otherwise provided in an Award Agreement, Awards shall not be transferable by a Participant except by will or the laws
of descent and distribution and shall be exercisable during the lifetime of a Participant only by such Participant or his guardian
or legal representative.


 


(b)No
Right to Continued Service, etc. Nothing in the Plan or in any Award, any Award Agreement or other agreement entered into
pursuant hereto shall confer upon any Participant the right to continue as a trustee of, or continue to provide services to, the
Trust or any parent, subsidiary or Affiliate of the Trust or the Advisor or to be entitled to any remuneration or benefits not
set forth in the Plan or such Award Agreement or other agreement or to interfere with or limit in any way the right of the Trust
to terminate such Participant’s service.


 


(c)Taxes.
The Trust or any parent or subsidiary of the Trust is authorized to withhold from any Award granted, any payment relating
to an Award under the Plan, including from a distribution of Shares, or any other payment to a Participant, amounts of withholding
and other taxes due in connection with any transaction involving an Award, and to take such other action as the Board may deem
advisable to enable the Trust and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations
relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash
payments in respect thereof in satisfaction of a Participant’s tax obligations. The Board may provide in the Award Agreement
that in the event that a Participant is required to pay any amount to be withheld in connection with the issuance of Shares in
settlement or exercise of an Award, the Participant may satisfy such obligation (in whole or in part) by electing to have the
Trust withhold a portion of the Shares to be received upon settlement or exercise of such Award that is equal to the minimum amount
required to be withheld.


 


		(d)	Effective Date; Amendment and
                                         Termination.



 


		(i)	The Plan shall take effect upon the
                                         Effective Date.



 


		(ii)	The Board may at any time and from
                                         time to time terminate, amend, modify or suspend the Plan in whole or in part; provided,
                                         however, that unless otherwise determined by the Board, an amendment that requires shareholder
                                         approval in order for the Plan to comply with any law, regulation or stock exchange requirement
                                         shall not be effective unless approved by the requisite vote of shareholders. The Board
                                         may at any time and from time to time amend any outstanding Award in whole or in part.
                                         Notwithstanding the foregoing sentence of this clause (ii), no amendment or modification
                                         to or suspension or termination of the Plan or amendment of any Award shall affect adversely
                                         any of the rights of any Participant, without such Participant’s consent, under
                                         any Award theretofore granted under the Plan.



 




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(e)Expiration
of Plan. Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall expire on the tenth
anniversary of the Effective Date. No Awards shall be granted under the Plan after such expiration date. The expiration of the
Plan shall not affect adversely any of the rights of any Participant, without such Participant’s consent, under any Award
theretofore granted.


 


(f)Deferrals.
The Board shall have the authority to establish such procedures and programs that it deems appropriate to provide Participants
with the ability to defer receipt of cash, Shares or other property payable with respect to Awards granted under the Plan.


 


(g)No
Rights to Awards; No Shareholder Rights. No Participant shall have any claim to be granted any Award under the Plan. There
is no obligation for uniformity of treatment among Participants. Except as provided specifically herein, a Participant or a transferee
of an Award shall have no rights as a shareholder with respect to any shares covered by the Award until the date of the issuance
of a stock certificate to him for such shares.


 


(h)Unfunded
Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation.
With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall
give any such Participant any rights that are greater than those of a general creditor of the Trust.


 


(i)No
Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Board shall determine
whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.


 


(j)Regulations
and Other Approvals.


 


		(i)	The obligation of the Trust to sell
                                         or deliver Shares with respect to any 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 Board.



 


		(ii)	Each Award is subject to the requirement
                                         that, if at any time the Board determines, in its absolute 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 grant of an Award or the issuance of Shares, no such Award shall
                                         be granted or payment made or Shares issued, in whole or in part, unless listing, registration,
                                         qualification, consent or approval has been effected or obtained free of any conditions
                                         not acceptable to the Board.



 




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		(iii)	In the event that the disposition
                                         of Shares 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 by the Securities
                                         Act or regulations thereunder, and the Board may require a Participant receiving Shares
                                         pursuant to the Plan, as a condition precedent to receipt of such Shares, to represent
                                         to the Trust in writing that the Shares acquired by such Participant is acquired for
                                         investment only and not with a view to distribution.



 


		(iv)	The Board may require a Participant
                                         receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares,
                                         to enter into a shareholder agreement or “lock-up” agreement in such form
                                         as the Board shall determine is necessary or desirable to further the Trust’s interests.



 


(k)Registration
on Form S-8. The Trust shall file with the Securities and Exchange Commission a registration statement on Form S-8 with respect
to the securities to be offered to Participants under the Plan and shall during the term of the Plan keep such registration statement
effective.


 


(l)Governing
Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of Maryland without
giving effect to the conflict of laws principles thereof.


 


(m)Section
409A. It is intended that the payments and benefits under the Plan comply with, or as applicable, constitute a short-term
deferral or otherwise be exempt from, the provisions of Section 409A of the Code. The Plan will be administered and interpreted
in a manner consistent with this intent, and any provision that would cause the Plan or any Award to fail to satisfy Section 409A
of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent
permitted by Section 409A of the Code). To the extent required in order to avoid accelerated taxation and/or tax penalties under
Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this
Plan during the six-month period immediately following Participant’s termination of employment shall instead be paid on
the first business day after the date that is six months following Participant’s termination of employment (or upon Participant’s
death, if earlier).


 




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