Amended and Restated 2005 Equity Incentive Plan



 Exhibit 10.5 
 AMENDED AND RESTATED REALTY FINANCE CORPORATION 
 2005 EQUITY INCENTIVE PLAN 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	1.	  	 DEFINITIONS.
	  	1
			
	2.	  	 EFFECTIVE DATE AND TERMINATION OF PLAN.
	  	4
			
	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.
	  	10
			
	7.	  	 PROVISIONS APPLICABLE TO PHANTOM SHARES.
	  	12
			
	8.	  	 PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.
	  	15
			
	9.	  	 OTHER EQUITY-BASED AWARDS
	  	16
			
	10.	  	 PERFORMANCE GOALS.
	  	16
			
	11.	  	 TAX WITHHOLDING.
	  	16
			
	12.	  	 REGULATIONS AND APPROVALS.
	  	17
			
	13.	  	 INTERPRETATION AND AMENDMENTS; OTHER RULES.
	  	18
			
	14.	  	 CHANGES IN CAPITAL STRUCTURE.
	  	19
			
	15.	  	 MISCELLANEOUS.
	  	20

  

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 REALTY FINANCE CORPORATION 
 AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN 
 Realty Finance Corporation, a Maryland corporation,
wishes to attract and retain qualified key employees, Directors, officers, advisors, consultants and other personnel 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 Realty Finance Corporation 2005 Equity Incentive Plan is designed to provide equity-based incentives to certain Eligible Persons. Awards under the Plan may be made to Eligible Persons in
the form of Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights or other forms of equity-based compensation. 
 1.
DEFINITIONS. 
 Whenever used herein, the following terms shall have the meanings set forth below: 
 “Award,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, 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 to be entered into between the Company and the Participant as provided in Section 3. An Award Agreement may be, without limitation, an employment or other similar
agreement containing provisions governing grants hereunder, if approved by the Committee for use under the Plan. 
 “Board” means
the Board of Directors of the Company. 
 “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, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company or its Subsidiaries, or any affiliate thereof;
(iv) fraud, misappropriation or embezzlement; (v) acts or omissions constituting a material failure to perform substantially and adequately the duties assigned to the Participant; (vi) any illegal act detrimental to the Company its
Subsidiaries or any affiliate thereof; (vii) repeated failure to devote substantially all of the Participant’s business time and efforts to the Company or its Subsidiaries, or any affiliate thereof if required by the Participant’s
employment agreement; or (viii) the Participant’s failure to competently perform his duties after receiving notice from the Company or its Subsidiaries, or any affiliate thereof; specifically identifying the manner in which the Participant
has failed to perform; 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” shall mean, 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 

  

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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 25% or more of the combined voting power of the
Company’s then outstanding securities (in such case other than as a result of an acquisition of securities directly from the Company); or 
 (ii) any consolidation or merger of the Company where the stockholders of the Company, as applicable, 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 stockholders 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 stockholders 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 clauses
(i), (ii), (iii) and (iv), in no event shall a Change in Control be deemed to have occurred upon an initial public offering of the common stock of the Company under the Securities Act of 1933, as amended. Notwithstanding the foregoing
provisions of this definition of Change in Control, if at any particular time the Participant is subject to an effective employment agreement with the Company which expressly provides for the definition of a change in control of the Company,
then, in lieu of the foregoing definition, “Change in Control” shall at that time have such meaning as may be specified, in such employment agreement, with respect to the Company. 
 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 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.

  

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 “Committee” means the compensation committee of the Board or another committee of the Board
appointed in accordance with Section 3(a). 
 “Common Stock” means the Company’s Common Stock, par value $0.01 per share,
either currently existing or authorized hereafter. 
 “Company” means the Realty Finance Corporation, a Maryland corporation.

 “Director” means a non-employee director of the Company or its Subsidiaries. 
 “Disability” means, unless otherwise provided by the Committee in the Participant’s Award 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 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 respect 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. 
 “Eligible Person” means a key employee, Director, officer, advisor, consultant or other personnel of the Company and its Subsidiaries or other
person expected to provide significant services (of a type expressly approved by the Committee as covered services for these purposes) to the Company or its Subsidiaries. 
 “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. 
 “Grantee” means
an Eligible Person granted Restricted Stock, Phantom Shares, Dividend Equivalent Rights or such other equity-based Awards (other than an Option) as may be granted pursuant to Section 9. 
 “Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422(b) of the Code. 
 “Non-Qualified Stock Option” means an Option which is not an Incentive Stock Option. 
  

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 “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 Eligible Person 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. 
 “Phantom Share” means a right, pursuant to the Plan, of the Grantee to payment of the Phantom Share Value. 
 “Phantom Share Value,” per Phantom Share, means the Fair Market Value of a Share, 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. 
 “Plan” means the Company’s 2005 Equity Incentive Plan, as set forth herein and as the same
may from time to time be amended. 
 “Restricted Stock” means an award of Shares that are subject to restrictions hereunder.

 “Retirement” means, 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 and or its Subsidiaries
or its 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) that is a “subsidiary corporation” with respect to the Company under Section 424(f) of the Code. In the event the Company
becomes a subsidiary of another company, the provisions hereof applicable to subsidiaries shall, unless otherwise determined by the Committee, also be applicable to any company that is a “parent corporation” with respect to the Company
under Section 424(e) of the Code. 
 “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 and its Subsidiaries. 
 2. EFFECTIVE DATE AND TERMINATION OF PLAN. 
 The effective date of the Plan is May 11, 2005. The Plan shall not become effective unless and until it is approved by the requisite percentage of the holders of the Common Stock of the 

  

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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 stockholders of the Company; provided, however, that the Board may at any time prior to that date terminate the Plan; and provided, further, that all Awards made under the Plan prior to a Plan termination shall
remain in effect until such Awards have seen satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreement. 
 3. ADMINISTRATION OF PLAN. 
 (a) The Plan shall be administered by the Committee appointed by the
Board. Unless otherwise determined by the Board, the Committee, upon and after such time as it is covered in Section 16 of the Exchange Act, 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 (i) authorize the granting of Awards to Eligible Persons; and (ii) determine the eligibility of Eligible Persons 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 Eligible Persons, the nature and value to the Company of the Eligible Person’s present and potential
contribution to the success of the Company whether directly or through its Subsidiaries 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 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. 
 (d) The Committee, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the Committee’s authority and duties
with respect to awards, including, without limitation, the granting of awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and who are not and are not expected to be “covered
employees” within the meaning of Section 162(m) of the Code; provided, however, that the Committee may not delegate its authority and duties with respect to awards that have been, or will be, granted to the 

  

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Chief Executive Officer, Chief Financial Officer or any Executive Vice President of the Company. Any such delegation by the Committee may, in the sole
discretion of the Committee, include a limitation as to the amount of Awards that may be awarded during the period of the delegation and may contain guidelines as to the determination of the Option Price, or price of other Awards and the vesting
criteria. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’ s delegate that were consistent with the terms of the Plan. 
 4. SHARES AND UNITS SUBJECT TO THE PLAN. 
 4.1 In General. 
 (a) Subject to adjustments as provided in Section 14, the total number of Shares subject to Awards
granted under the Plan (including securities convertible into or exchangeable for Shares), in the aggregate, may not exceed (x) upon completion of the Company’s offering of Shares in transactions exempt from the registration requirements
of the Securities Act in accordance with the terms and conditions of that certain Purchase/ Placement Agreement between the Company and Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., Bank of America Securities LLC and Citigroup
Global Markets Inc. dated June 2, 2005 (the “144A Offering”), 2,000,000, or (y) in the event of any exercise of an over-allotment option by the initial purchasers in the 144A Offering, 2,300,000; provided that the amount of
Shares subject to Awards granted under the Plan shall in no event exceed an amount equal to 10% of the number of fully-diluted Shares outstanding upon completion of the 144A Offering, including Shares issued pursuant to any exercise of the initial
purchasers’ over-allotment option and excluding any Shares issued or issuable under the Plan or covered by Awards. The maximum number of Shares that may underlie Awards, other than Options, granted in any one year to any Eligible Person, shall
not exceed 400,000. 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 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 (but subject to the second sentence thereof) 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 rights of first refusal or
other restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise deem appropriate. 
 (d) No award
may be granted under the 2005 Equity Incentive Plan to any person who, assuming exercise of all options and payment of all awards held by such person, would own or be deemed to own more than 9.8% of the outstanding shares of Common Stock.

 4.2 Options. 
 Subject
to adjustments pursuant to Section 14, and subject to the last sentence of Section 4.1(a), Options with respect to an aggregate of no more than 1,500,000 Shares may be granted under the Plan. At such time as the Company is subject to
Section 162(m) of the Code (to the extent relief from the 

  

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limitation of Section 162(m) of the Code is sought), subject to adjustments pursuant to Section 14, in no event may any Optionee receive
Options for more than 400,000 Shares in any one year. 
 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 Eligible Persons to whom Options are to be granted and the number
of Shares to be optioned to each Eligible Person; (ii) determine whether to grant 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 and 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; provided, however, that, except as may otherwise be determined by the Committee (taking into account Sections 162(m) and 409A of the Code), the Option Price 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 5th anniversary of the date of grant or shall have such other term (which, in the case of Incentive Stock Options, may not exceed
10 years in duration) as is set forth in the applicable Award Agreement (provided that, in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 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 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. 
  

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 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, a Subsidiary, or, as
applicable, an affiliate, 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, Disability or Retirement, 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, as applicable, an 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 applicable
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 Incentive Stock 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; 
  

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 (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; or 
 (iv) 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 may provide that no Option may be exercised with respect to any fractional Share. Any fractional Shares resulting from an Optionee’s exercise that is accepted by the Company shall in the
discretion of the Committee be paid in cash. 
 5.7 Stock Appreciation Rights. 
 The Committee, in its discretion, may also permit (taking into account, without limitation, the application of Section 409A of the Code, as the
Committee may deem appropriate) the Optionee to elect to exercise an Option by receiving a combination of Shares and cash, or, in the discretion of the Committee, either Shares or solely in 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 (in the form 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 as 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, and (iii) is otherwise appropriate and desirable. 
  

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 5.10 Deferral. 
 Except as provided in the Award Agreement, the Committee (taking into account, without limitation, the possible application of Section 409A of the Code, as the Committee may deem appropriate) may establish a
program under which Participants will have Phantom Shares subject to Section 7 credited upon their exercise of Options, rather than receiving Shares at that time. 
 5.11 Certain Incentive Stock Option Provisions 
 (a) 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. 
 (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) 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 Eligible Persons; (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. 
  

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 6.2 Certificates. 
 (a) Unless otherwise provided by the Committee, each Grantee of Restricted Stock shall be issued a stock certificate in respect of Shares of Restricted Stock awarded under the Plan. Each such certificate shall be
registered in the name of the Grantee. Without limiting the generality of Section 4.1(c), the certificates for Shares of Restricted Stock 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, 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 REALTY FINANCE CORPORATION, INC. 2005 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER AND REALTY FINANCE CORPORATION. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF REALTY FINANCE CORPORATION AT CITY PLACE 1, 185 ASYLUM STREET, 31TH FLOOR, HARTFORD, CT 06103. 
 (b) The Committee shall require that any
stock certificates evidencing such Shares be held in custody by the Company until the restrictions hereunder shall have lapsed, and that, as a condition of any Award of Restricted Stock, the Grantee shall have delivered to the Company a stock power,
endorsed in blank, relating to the stock covered by such Award. If and when such restrictions so lapse, the 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 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 clause (iii) below, the period of forfeiture with respect to Shares 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 shall only lapse as to whole Shares. 
 (ii) Except as provided in the foregoing clause (i), below in this clause (ii) or 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 stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends; provided, however that cash
dividends on such Shares shall, unless otherwise provided by the Committee, be held by the Company (unsegregated as a part of its 

  

 11 








 
general assets) until the period of forfeiture lapses (and forfeited if the underlying Shares are forfeited), and paid over to the Grantee (without
interest) as soon as practicable after such period lapses (if not forfeited). 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) Except as otherwise provided in
the applicable Award Agreement, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause, or by the Grantee for any reason, during the applicable period of forfeiture, then (A) all Shares 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 equal to the
lesser of (x) the amount paid by the Grantee 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. 
 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 Eligible Persons 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 (taking into account, without limitation, Section 409A of the Code, as the Committee may deem
appropriate) or (iii) in cash or by transfer of Shares as elected by the Company. 
 (b) Phantom Shares shall be settled with a
single-sum payment by the Company; provided that, with respect to Phantom Shares of a Grantee which have a common Settlement Date, the Committee may permit the Grantee to elect in accordance with procedures established by the Committee (taking into
account, without limitation, Section 409A of the Code, as the Committee may deem appropriate) to receive installment payments over a period not to exceed 10 years. 
  

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 (c) (i) Unless otherwise provided in the applicable Award Agreement, the “Settlement Date” with
respect to a Phantom Share is the first day of the month to follow the date on which the Phantom Share vests; provided that a Grantee may elect, in accordance with procedures to be established by the Committee, that such Settlement Date will be
deferred as elected by the Grantee to the first day of the month to follow the Grantee’s Termination of Service, or such other time as may be permitted by the Committee. Unless otherwise determined by the Committee, 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) be effective 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 for at least five years from the original Settlement Date. 
 (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, 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, 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,” as determined by the Committee in its sole discretion, is a severe financial hardship to the Grantee resulting from a sudden and unexpected illness or accident of the Grantee or “dependent,” as defined in
Section 152(a) of the Code, of the Grantee, loss of the Grantee’s property due to casualty, or 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. 
  

 13 








 (a) 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 establish a program under which distributions with respect
to Phantom Shares may be deferred for periods in addition to those otherwise contemplated by 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) 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. 
 (e) 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 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
payments 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 

  

 14 








 
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 Eligible Persons 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 Eligible Person. 
 (c) Payment of the amount determined in accordance with Section 8.1 shall be in cash, in Common Stock or a combination of the 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. 
  

 15 








 8.4 Deferral. 
 The Committee may establish a program (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 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 securities convertible into Common Stock and the grant of stock
appreciation rights. 
 10. PERFORMANCE GOALS. 
 The Committee, in its discretion, (i) may establish one or more 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. In the case of any grant intended to qualify
as performance based compensation under Section 162(m) of the Code (including, for these purposes, grants constituting performance based compensation, as determined without regard to certain stockholder approval and disclosure requirements
by virtue of an applicable transition rule), the Committee shall establish goals intended to be performance goals as contemplated by Section 162(m) of the Code and the regulations thereunder. 
 11. TAX WITHHOLDING. 
 11.1 In
General. 
 The Company 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 

  

 16 








 
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 

  

 17 








 
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) or Dividend Equivalent Rights 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. The Committee may, in its discretion, delegate the authority and responsibility to act pursuant to the Plan with respect to
ministerial administrative matters, which actions shall at all times be subject to the supervision of the Committee, and the actions of such a delegatee in accordance with the foregoing shall be considered the actions of the Committee hereunder.
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. 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, however, that the Plan may not be amended without stockholder approval in any case
in which amendment in the absence of stockholder approval would cause the Plan to fail to comply with any applicable legal requirement or applicable exchange or similar rule. 
  

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 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, 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 may 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 Section 9), so that they are substantially proportionate to the rights existing in such Options, Phantom Shares and Dividend Equivalent Rights (and other Awards under
Section 9) prior to such event, including, without limitation, adjustments in (A) the number of Options, Phantom Shares and Dividend Equivalent Rights (and other Awards under Section 9) 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 Section 9 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(a) 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(a), 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). 
  

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 (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 stockholders to terminate the individual’s employment or other service at any time. 
 15.2 Right of First Refusal; Right of Repurchase. 
 At the time of grant, the Committee may provide in connection with any
grant made under the Plan that Shares received hereunder shall be subject to a right of first refusal pursuant to which the Company shall be entitled to purchase such Shares in the event of a prospective sale of the Shares, subject to such terms and
conditions as the Committee may specify at the time of grant or (if permitted by the Award Agreement) thereafter, and to a right of repurchase, pursuant to which the Company shall be entitled to purchase such Shares at a price determined by, or
under a formula set by, the Committee at the time of grant or (if permitted by the Award Agreement) thereafter. 
 15.3 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 of 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. 
 15.4 No Fund Created. 
 Any and all payments hereunder to any Participant under the Plan shall be made from the general funds of the Company (or, if applicable, a Participating
Company), no special or separate fund shall be established or other segregation of assets made to assure such payments, and the Phantom Shares (including for purposes of this Section 15.4 any accounts established to facilitate the
implementation of Section 7.4(c)) and any other similar devices issued hereunder to account for Plan obligations 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 obligations of the Company under the Plan are unsecured and constitute a mere promise by the Company to make benefit payments in the future and, to the extent that any
person acquires a right to receive payments under the Plan from the Company, such right shall be no greater than 

  

 20 








 
the right of a general unsecured creditor of the Company. (If any affiliate of the Company is or is made responsible with respect to any Awards, the
foregoing sentence shall apply with respect to such affiliate.) Without limiting the foregoing, Phantom Shares and any other similar devices issued hereunder to account for Plan obligations are solely a device for the measurement and
determination of the amounts to be paid to a Grantee under the Plan, and each Grantee’s right in the Phantom Shares and any such other devices is limited to the right to receive payment, if any, as may herein be provided. 
 15.5 Notices. 
 All notices under the
Plan shall be in writing, and if to the Company, shall be delivered to the Board or mailed to its principal office, addressed to the attention of the Board; 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 15.5. 
 15.6 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. 
 15.7 Captions. 
 The use of captions in this Plan is for convenience. The captions are not intended
to provide substantive rights. 
 15.8 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 WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF MARYLAND. 
  

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