EX-4.3





 Exhibit 4.3 

Execution Version 

NEXPOINT REAL ESTATE FINANCE, INC. 

2020 LONG TERM INCENTIVE PLAN 

1. Purpose. The purpose of this 2020 Long Term Incentive Plan is to enable the Company and its Affiliates and Subsidiaries to
attract and retain directors, officers and other key employees and advisors and to provide to such persons incentives and rewards for performance. 

2. Definitions. As used in this Plan: 

(a) “Affiliate” means any corporation, partnership, joint venture or other entity, directly or indirectly, through one or more
intermediaries, controlling, controlled by, or under common control with the Company as determined by the Committee or the Board, as applicable, in its discretion. For purposes of this Plan, “Affiliate” includes the Manager and the
Operating Partnership. 
 (b) “Appreciation Right” means a right granted pursuant to
Section 5 of this Plan, and will include Tandem Appreciation Rights and Free-Standing Appreciation Rights. 

(c) “Award Agreement” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the
Committee that sets forth the terms and conditions of the awards granted under the Plan. An Award Agreement may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the
Committee, need not be signed by a representative of the Company or a Participant. 
 (d) “Base Price” means the price to be used
as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right or a Tandem Appreciation Right. 
 (e)
“Board” means the Board of Directors of the Company. 
 (f) “Cash Incentive Award” means a cash award granted pursuant
to Section 8 of this Plan. 
 (g) “Change in Control” has the meaning set forth in
Section 13 of this Plan. 
 (h) “Code” means the Internal Revenue Code of 1986, as
amended from time to time. 
 (i) “Committee” means a committee of the Board designated by the Board to administer the Plan
pursuant to Section 11 of this Plan consisting solely of no fewer than two non-employee Directors (within the meaning of Rule
16b-3 promulgated under the Exchange Act) and, to the extent of any delegation by the Committee to a subcommittee pursuant to Section 11 of this Plan, such
subcommittee. 
 (j) “Company” means NexPoint Real Estate Finance, Inc., a Maryland corporation, and its successors. 

(k) “Date of Grant” means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights, Performance
Shares, Performance Units, Profits Interest Units, Cash Incentive Awards, or other awards contemplated by Section 10 of this Plan, or a grant or sale of Restricted Stock, Restricted Stock Units, or
other awards contemplated by Section 10 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto). 












 (l) “Director” means a member of the Board. 

(m) “Effective Date” means the date this Plan is approved by the Shareholders of the Company. 

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law,
rules and regulations may be amended from time to time. 
 (o) “Free-Standing Appreciation Right” means an Appreciation Right
granted pursuant to Section 5 of this Plan that is not granted in tandem with an Option Right. 

(p) “Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive stock option” under
Section 422 of the Code or any successor provision. 
 (q) “Management Objectives” means the measurable performance objective
or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units, Profits Interest Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation
Rights, Restricted Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the
individual Participant or of one or more of the Subsidiaries, Affiliates, divisions, departments, regions, functions or other organizational units within the Company or its Subsidiaries. The Management Objectives may be made relative to the
performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance objectives themselves. The
Committee may grant awards subject to Management Objectives which may be based on one or more, or a combination, of the following metrics (including relative or growth achievement regarding such metrics): 

(i) Profits (e.g., operating income, EBIT, EBT, net income, earnings per share, residual or economic earnings, economic profit
– these profitability metrics could be measured before certain specified special items and/or subject to GAAP definition); 

(ii) Cash Flow (e.g., EBITDA, free cash flow, free cash flow with or without specific capital expenditure target or range,
including or excluding divestments and/or acquisitions, total cash flow, cash flow in excess of cost of capital or residual cash flow or cash flow return on investment); 

(iii) Returns (e.g., profits or cash flow returns on: assets, invested capital, net capital employed, and equity; total
shareholder return; stock price appreciation); 
 (iv) Profit Margins (e.g., profits divided by revenues, gross margins and
material margins divided by revenues); 
 (v) Liquidity Measures (e.g., debt-to-capital, debt-to-EBITDA, total debt ratio); and 

  
 2 













 (vi) REIT Operating Metrics (e.g., core earnings, cash available for
distributions, adjusted cash available for distributions, funds from operations, net operating income, book value per share). 
 (r)
“Manager” means NexPoint Real Estate Advisors VII, L.P., or any subsequent external manager to the Company hired to perform similar services. 

(s) “Market Value per Share” means, as of any particular date, the closing price of a Share as reported for that date on the New
York Stock Exchange or, if the Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Shares are listed, or if there are no sales on such date, on the next preceding trading day during which
a sale occurred. If there is no regular public trading market for the Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value
pricing method provided such method is stated in the Award Agreement and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code. 

(t) “Operating Partnership” means NexPoint Real Estate Finance Operating Partnership, L.P., a Delaware limited partnership. 

(u) “OP Interests” means limited partnership interests in the Operating Partnership that may be exchanged or redeemed for Shares on
a one-for-one basis, or any profits interest in the Operating Partnership that may be exchanged or converted into such limited partnership interests. 

(v) “Optionee” means the optionee named in an Award Agreement evidencing an outstanding Option Right. 

(w) “Option Price” means the purchase price payable on exercise of an Option Right. 

(x) “Option Right” means the right to purchase Shares upon exercise of an option granted pursuant to
Section 4 of this Plan. 
 (y) “Participant” means a person who is selected by the
Committee to receive benefits under this Plan and who is at the time (i) an officer or other key employee of the Company or any Affiliate or Subsidiary, including a person who has agreed to commence serving in such capacity within 90 days of
the Date of Grant, (ii) a person who provides services to the Company or any Affiliate or Subsidiary that are equivalent to those typically provided by an employee (provided that such person satisfies the Form
S-8 definition of an “employee”), or (iii) a non-employee Director. 

(z) “Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of the Operating Partnership, as amended
from time to time. 
 (aa) “Performance Period” means, in respect of a Cash Incentive Award, Performance Share or Performance
Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Cash Incentive Award, Performance Share or Performance Unit are to be
achieved. 
 (bb) “Performance Share” means a bookkeeping entry that records the equivalent of one Share awarded pursuant to
Section 8 of this Plan. 

  
 3 













 (cc) “Performance Unit” means a bookkeeping entry awarded pursuant to
Section 8 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee. 

(dd) “Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the Exchange Act as used in
Section 13(d)(3) or 14(d)(2) of the Exchange Act. 
 (ee) “Plan” means this NexPoint Real Estate Finance, Inc. 2020 Long Term
Incentive Plan. 
 (ff) “Profits Interest Units” means, to the extent authorized by the Partnership Agreement, a unit of the
Operating Partnership that is granted pursuant to Section 9 of this Plan and is intended to constitute a “profits interest” within the meaning of the Code. 

(gg) “Restricted Stock” means Shares granted or sold pursuant to Section 6 of this
Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired. 
 (hh) “Restricted Stock
Units” means an award made pursuant to Section 7 of this Plan of the right to receive Shares, cash or a combination thereof at the end of a specified period. 

(ii) “Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in
Section 7 of this Plan. 
 (jj) “Shareholder” means an individual or entity that
owns one or more Shares. 
 (kk) “Shares” means the shares of common stock, par value $0.01 per share, of the Company or any
security into which such common stock may be changed by reason of any transaction or event of the type referred to in Section 12 of this Plan. 

(ll) “Spread” means the excess of the Market Value per Share on the date when an Option Right or Appreciation Right is exercised
over the Option Price or Base Price provided for in the related Option Right or Appreciation Right, respectively. 
 (mm)
“Subsidiary” means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or
(ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, or unincorporated association), but more than 50 percent of whose ownership interest representing the
right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company; provided, however, that for purposes of determining whether any person may be a Participant for
purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation (as defined in Treasury Regulation §1.421-1(i)) in which at the time the Company owns or controls, directly
or indirectly, more than 50 percent of the total combined Voting Power represented by all classes of stock issued by such corporation. 

(nn) “Tandem Appreciation Right” means an Appreciation Right granted pursuant to
Section 5 of this Plan that is granted in tandem with an Option Right. 

  
 4 













 (oo) “Voting Power” means at any time, the combined voting power of the
then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company, or members of the board of directors or similar body in the case of another entity. 

3. Shares Available Under the Plan. 

(a) Maximum Shares Available Under Plan. 

(i) Subject to adjustment as provided in Section 12 of this Plan and the share
counting rules set forth in Section 3(b) of this Plan, the number of Shares available under the Plan for awards of (A) Option Rights or Appreciation Rights, (B) Restricted Stock,
(C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E) Profits Interest Units, (F) awards contemplated by Section 10 of this Plan, or (G) dividend
equivalents paid with respect to awards made under the Plan will not exceed in the aggregate, 1,319,734 Shares. Such shares will be shares of original issuance. 

(ii) The aggregate number of Shares available for issuance or transfer under
Section 3(a)(i) of this Plan will be reduced by one Share for every one Share subject to an award granted under this Plan. 

(b) Share Counting Rules. 

(i) If any award granted under this Plan is cancelled or forfeited, expires or is settled for cash (in whole or in part), the
Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, or cash settlement, again be available under Section 3(a)(i) above. 

(ii) Subject to Section 12 hereof, each Profits Interest Unit issued pursuant to
an Award Agreement shall count as one Share for purposes of calculating the aggregate number of Shares available for issuance under this Plan as set forth in Section 3(a)(i) above. 

(iii) Notwithstanding anything to the contrary contained herein: (A) Shares withheld by the Company, tendered or otherwise
used in payment of the Option Price of an Option Right will not be added back to the aggregate number of Shares available under Section 3(a)(i) above; (B) Shares withheld by the Company or
otherwise used to satisfy a tax withholding obligation will not be added (or added back, as applicable) to the aggregate number of Shares available under Section 3(a)(i) above; (C) Shares subject
to an Appreciation Right that are not actually issued in connection with its settlement of Shares on exercise thereof will not be added back to the aggregate number of Shares available under
Section 3(a)(i) above; and (D) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Option Rights will not be added back to the aggregate number
of Shares available under Section 3(a)(i) above. If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for Shares based on fair market value, such
Shares will not count against the aggregate limit under Section 3(a)(i) above. 
 (c)
Limit on Incentive Stock Options. Notwithstanding anything in this Section 3 or elsewhere in this Plan to the contrary, and subject to adjustment as provided in
Section 12 of this Plan, the aggregate number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 1,319,734 Shares. 

  
 5 













 (d) Individual Participant Limits. Notwithstanding anything in this
Section 3 or elsewhere in this Plan to the contrary, and subject to adjustment as provided in Section 12 of this Plan, no
non-employee Director will be granted, in any period of one calendar year, awards under the Plan having an aggregate maximum value as of their respective Dates of Grant in excess of $250,000. 

(e) Notwithstanding anything in this Plan to the contrary, up to 5% of the maximum number of Shares available for awards under this Plan as
provided for in Section 3(a) of this Plan, as may be adjusted under Section 12 of this Plan, may be used for awards granted under
Section 4 through Section 10 of this Plan that do not at the Date of Grant comply with the applicable one-year
minimum vesting requirements set forth in such sections of this Plan. 
 4. Option Rights. The Committee may, from time to
time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the
following provisions: 
 (a) Each grant will specify the number of Shares to which it pertains subject to the limitations set forth in
Section 3 of this Plan. 
 (b) Each grant will specify an Option Price per share, which
(except with respect to awards under Section 23 of this Plan) may not be less than the Market Value per Share on the Date of Grant. 

(c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire
transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of
this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established by the Committee, the Company’s withholding of Shares otherwise issuable upon exercise of an
Option Right pursuant to a “net exercise” arrangement, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. 

(d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or
broker on a date satisfactory to the Company of some or all of the Shares to which such exercise relates. 
 (e) Successive grants may be
made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. 
 (f) Each grant
will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable; provided, that, except as otherwise
described in this subsection, no grant of Option Rights may become exercisable sooner than after one year. A grant of Option Rights may provide for the earlier exercise of such Option Rights, including in the event of the retirement, death or
disability of a Participant or in the event of a Change in Control only where either (i) within a specified period the Participant’s service is involuntarily terminated for reasons other than for cause or the Participant terminates his or
her employment or service for good reason or (ii) such Option Rights are not assumed or converted into replacement awards in a manner described in the Award Agreement. 

  
 6 













 (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a
condition to the exercise of such rights. 
 (h) Option Rights granted under this Plan may be (i) options, including, without
limitation, Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted
to Participants who meet the definition of “employees” under Section 3401(c) of the Code. 
 (i) The exercise of an Option
Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under
Section 5 of this Plan. 
 (j) No Option Right will be exercisable more than 10 years from
the Date of Grant; provided, that, in the case of Incentive Stock Options granted to 10% Shareholders, no such Option Right shall be exercisable more than 5 years from the Date of Grant. 

(k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. 

(l) Each grant of Option Rights will be evidenced by an Award Agreement. Each Award Agreement will be subject to this Plan and will contain
such terms and provisions, consistent with this Plan, as the Committee may approve. 
 5. Appreciation Rights. 

(a) The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting (i) to any
Optionee, of Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any Participant, of Free-Standing Appreciation Rights. A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of
the related Option Right, to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any
time prior to the exercise or termination of the related Option Rights; provided, however, that a Tandem Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option.
A Free-Standing Appreciation Right will be a right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. 

(b) Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained
in the following provisions: 
 (i) Each grant may specify that the amount payable on exercise of an Appreciation Right will
be paid by the Company in cash, Shares or any combination thereof. 
 (ii) Any grant may specify that the amount payable on
exercise of an Appreciation Right may not exceed a maximum specified by the Committee at the Date of Grant. 
 (iii) Any
grant may specify waiting periods before exercise and permissible exercise dates or periods. 

  
 7 













 (iv) Each grant may specify the period or periods of continuous service by
the Participant with the Company or any Subsidiary that is necessary before the Appreciation Rights or installments thereof will become exercisable; provided, that, except as otherwise described in this subsection, no grant of Appreciation
Rights may become exercisable sooner than after one year. A grant of Appreciation Rights may provide for the earlier exercise of such Appreciation Rights, including in the event of the retirement, death or disability of a Participant or in the event
of a Change in Control only where either (A) within a specified period the Participant’s service is involuntarily terminated for reasons other than for cause or the Participant terminates his or her employment or service for good reason or
(B) such Appreciation Rights are not assumed or converted into replacement awards in a manner described in the Award Agreement. 

(v) Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of
such Appreciation Rights. 
 (vi) Each grant of Appreciation Rights will be evidenced by an Award Agreement, which Award
Agreement will describe such Appreciation Rights, identify the related Option Rights (if applicable), and contain such other terms and provisions, consistent with this Plan, as the Committee may approve. 

(c) Any grant of Tandem Appreciation Rights will provide that such Tandem Appreciation Rights may be exercised only at a time when the related
Option Right is also exercisable and at a time when the Spread is positive, and by surrender of the related Option Right for cancellation. Successive grants of Tandem Appreciation Rights may be made to the same Participant regardless of whether any
Tandem Appreciation Rights previously granted to the Participant remain unexercised. 
 (d) Appreciation Rights granted under this Plan may
not provide for any dividends or dividend equivalents thereon. 
 (e) Regarding Free-Standing Appreciation Rights only: 

(i) Each grant will specify in respect of each Free-Standing Appreciation Right a Base Price, which (except with respect to
awards under Section 23 of this Plan) may not be less than the Market Value per Share on the Date of Grant; 

(ii) Successive grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights
previously granted to the Participant remain unexercised; and 
 (iii) No Free-Standing Appreciation Right granted under this
Plan may be exercised more than 10 years from the Date of Grant. 
 6. Restricted Stock. The Committee may, from time to time
and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained
in the following provisions: 
 (a) Each such grant or sale will constitute an immediate transfer of the ownership of Shares to the
Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. 

  
 8 













 (b) Each such grant or sale may be made without additional consideration or in consideration
of a payment by such Participant that is less than the Market Value per Share at the Date of Grant. 
 (c) Each such grant or sale will
provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee at the Date of Grant or
until achievement of Management Objectives referred to in subparagraph (e) below. If the elimination of restrictions is based only on the passage of time rather than the achievement of Management Objectives, the period of time will be no
shorter than one year. 
 (d) Each such grant or sale will provide that during or after the period for which such substantial risk of
forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of
repurchase or first refusal in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee). 

(e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the
restrictions applicable to such Restricted Stock; provided, however, that notwithstanding subparagraph (c) above, restrictions relating to Restricted Stock that vest upon the achievement of Management Objectives may not terminate
sooner than after one year. 
 (f) Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements),
any grant or sale of Restricted Stock may provide for the earlier termination of restrictions on such Restricted Stock, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control only where
either (i) within a specified period the Participant’s service is involuntarily terminated for reasons other than for cause or the Participant terminates his or her employment or service for good reason or (ii) such Restricted Stock
is not assumed or converted into replacement awards in a manner described in the Award Agreement. 
 (g) Any such grant or sale of
Restricted Stock may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Stock, which may be subject to the same restrictions
as the underlying award; provided, however, that dividends or other distributions on Restricted Stock with restrictions that lapse as a result of the achievement of Management Objectives will be deferred until and paid contingent upon
the achievement of the applicable Management Objectives. 
 (h) Each grant or sale of Restricted Stock will be evidenced by an Award
Agreement and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company
until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Stock will be
held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock. 

  
 9 













 7. Restricted Stock Units. The Committee may, from time to time and upon such
terms and conditions as it may determine, authorize the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in
the following provisions: 
 (a) Each such grant or sale will constitute the agreement by the Company to deliver Shares or cash, or a
combination thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of Management Objectives) during the Restriction Period as
the Committee may specify. 
 (b) If a grant of Restricted Stock Units specifies that the Restriction Period will terminate only upon the
achievement of Management Objectives or that the Restricted Stock Units will be earned based on the achievement of Management Objectives, then, notwithstanding anything to the contrary contained in subparagraph (d) below, the applicable
Restriction Period may not be a period of less than one year. 
 (c) Each such grant or sale may be made without additional consideration or
in consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant. 
 (d) If the
Restriction Period lapses only by the passage of time rather than the achievement of Management Objectives as provided in subparagraph (b) above, each such grant or sale will be subject to a Restriction Period of not less than one year. 

(e) Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements), any grant or sale of Restricted
Stock Units may provide for the earlier lapse or other modification of the Restriction Period, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control only where either (i) within a
specified period the Participant’s service is involuntarily terminated for reasons other than for cause or the Participant terminates his or her employment or service for good reason or (ii) such Restricted Stock Units are not assumed or
converted into replacement awards in a manner described in the Award Agreement. 
 (f) During the Restriction Period, the Participant will
have no right to transfer any rights under his or her award and will have no rights of ownership in the Shares deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee may, at or after the Date of
Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on either a current or deferred or contingent basis, either in cash or in additional Shares; provided, however, that dividend equivalents or other
distributions on Shares underlying Restricted Stock Units with restrictions that lapse as a result of the achievement of Management Objectives will be deferred until and paid contingent upon the achievement of the applicable Management Objectives.

 (g) Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been
earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Shares or cash, or a combination thereof. 

  
 10 













 (h) Each grant or sale of Restricted Stock Units will be evidenced by an Award Agreement and
will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 
 8. Cash Incentive Awards,
Performance Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may
utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: 
 (a) Each
grant will specify the number or amount of Performance Shares or Performance Units, or amount payable with respect to Cash Incentive Awards, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation
or other factors. 
 (b) The Performance Period with respect to each Cash Incentive Award, Performance Share or Performance Unit will be
such period of time (with respect to each Performance Share or Performance Unit not less than one year) as will be determined by the Committee at the time of grant, which may be subject to earlier lapse or other modification, including in the event
of the retirement, death or disability of a Participant or in the event of a Change in Control only where either (i) within a specified period the Participant’s service is involuntarily terminated for reasons other than for cause or the
Participant terminates his or her employment or service for good reason or (ii) such Cash Incentive Awards, Performance Shares or Performance Units are not assumed or converted into replacement awards in a manner described in the Award
Agreement. 
 (c) Each grant of Cash Incentive Awards, Performance Shares or Performance Units will specify Management Objectives which, if
achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the number
of Performance Shares or Performance Units, or amount payable with respect to Cash Incentive Awards, that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls
short of maximum achievement of the specified Management Objectives. 
 (d) Each grant will specify the time and manner of payment of Cash
Incentive Awards, Performance Shares or Performance Units that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in Shares, in Restricted Stock or Restricted Stock Units or in
any combination thereof. 
 (e) Any grant of Cash Incentive Awards, Performance Shares or Performance Units may specify that the amount
payable or the number of Shares, shares of Restricted Stock or Restricted Stock Units with respect thereto may not exceed a maximum specified by the Committee at the Date of Grant. 

(f) The Committee may, at the Date of Grant of Performance Shares, provide for the payment of dividend equivalents to the holder thereof
either in cash or in additional Shares, subject in all cases to deferral and payment on a contingent basis based on the Participant’s earning of the Performance Shares with respect to which such dividend equivalents are paid. 

  
 11 













 (g) Each grant of Cash Incentive Awards, Performance Shares or Performance Units will be
evidenced by an Award Agreement and will contain such other terms and provisions, consistent with this Plan, as the Committee may approve. 

9. Profits Interest Units. The Committee may, from time to time and upon such terms and condition as it may determine, authorize
the granting of Profits Interest Units. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: 

(a) Each grant will specify the number of Profits Interest Units to which it pertains, subject to the limitations set forth in
Section 3 of this Plan. 
 (b) Profits Interest Units may only be issued to a Participant for
the performance of services to or for the benefit of the Operating Partnership (i) in the Participant’s capacity as a partner of the Operating Partnership, (ii) in anticipation of the Participant becoming a partner of the Operating
Partnership (to the extent not already a partner), or (iii) as otherwise determined by the Committee, provided that the Profits Interest Units are intended to constitute “profits interests” within the meaning of the Code, including,
to the extent applicable, Revenue Procedure 93-27, 1993-2 C.B. 343 and Revenue Procedure 2001-43,
2001-2 C.B. 191. 
 (c) Any grant of Profits Interest Units may specify Management Objectives that
must be achieved as a condition to the vesting of such Profits Interest Units. Upon vesting, such Profits Interest Units shall become nonforfeitable, except for events that constitute cause. 

(d) Each grant will specify the period or periods of continuous employment or service by the Participant with the Company or any Subsidiary
that is necessary before the Profits Interest Units or installments thereof will vest; provided no grant of Profits Interest Units may become exercisable sooner than after one year. 

(e) Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements), any grant of Profits Interest
Units may provide for the earlier vesting of such Profits Interest Units, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control only where either (i) within a specified period the
Participant’s service is involuntarily terminated for reasons other than for cause or the Participant terminates his or her employment or service for good reason or (ii) such Profits Interest Units are not assumed or converted into
replacement awards in a manner described in the Award Agreement. 
 (f) Each grant of Profits Interest Units will be evidenced by an Award
Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. 

10. Other Awards. 

(a) Subject to applicable law and the applicable limits set forth in Section 3 of this Plan,
the Committee may grant to any Participant Shares or such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of such
shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable 

  
 12 













 
into Shares, purchase rights for Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, Affiliates or other business units thereof or any
other factors designated by the Committee, awards valued by reference to the book value of the Shares or the value of securities of, or the performance of specified Subsidiaries or Affiliates or other business units of the Company, and awards that
are membership interests in a Subsidiary or Operating Partnership, and OP Interests. The Committee will determine the terms and conditions of such awards. Shares delivered pursuant to an award in the nature of a purchase right granted under this
Section 10 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Shares, other awards, notes or other property, as the
Committee determines. 
 (b) Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted
pursuant to this Section 10. 
 (c) The Committee may grant Shares as a bonus, or may grant
other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that
complies with Section 409A of the Code. 
 (d) If the earning or vesting of, or elimination of restrictions applicable to, an award
granted under this Section 10 is based only on the passage of time rather than the achievement of Management Objectives, the period of time shall be no shorter than one year. If the earning or vesting
of, or elimination of restrictions applicable to, awards granted under this Section 10 is based on the achievement of Management Objectives, the earning, vesting or restriction period may not terminate
sooner than after one year. 
 (e) Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements),
any grant of an award under this Section 10 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death
or disability of a Participant or in the event of a Change in Control only where either (i) within a specified period the Participant’s service is involuntarily terminated for reasons other than for cause or the Participant terminates his
or her employment or service for good reason or (ii) such awards are not assumed or converted into replacement awards in a manner described in the Award Agreement. 

11. Administration of this Plan. 

(a) This Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its authority under this
Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee. 

(b) The interpretation and construction by the Committee of any provision of this Plan or of any Award Agreement (or related documents) and
any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good
faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any provision of this Plan is intended
or may be deemed to constitute a limitation on the authority of the Committee. 

  
 13 













 (c) To the extent permitted by law, the Committee may delegate to one or more of its members
or to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as
aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under the Plan. The Committee may, by resolution, authorize one or more officers of the Company to
do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided, however, that (A) the
Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or more than 10% Beneficial Owner (as defined in Section 12 below) of
any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such
authorization sets forth the total number of Shares such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated. 

12. Adjustments. The Committee shall make or provide for such adjustments in the numbers of Shares covered by outstanding Option
Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Profits Interest Units granted hereunder and, if applicable, in the number of Shares covered by other awards granted pursuant to
Section 10 hereof, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in the kind of shares covered thereby, in Cash Incentive Awards, and in
other award terms, as the Committee, in its sole discretion, exercised in good faith, shall determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any
stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of
rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the
Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection
therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price, respectively, greater than the consideration
offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation
Right. The Committee shall also make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, shall
determine is appropriate to reflect any transaction or event described in this Section 12; provided, however, that any such adjustment to the number specified in
Section 3(c) will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. 

  
 14 













 13. Change in Control. For purposes of this Plan, except as may be otherwise
prescribed by the Committee in an Award Agreement made under this Plan, a “Change in Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of any of the following events: 

(i) individuals who, on the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any
reason to constitute at least a majority of such Board, provided that any person becoming a Director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then
on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a Director of the Company as a result of an actual or threatened election contest with respect to the election or
removal of Directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; 
 (ii) any Person
becomes a Beneficial Owner (as such term is defined in the Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of either (A) 35% or more of the
then-outstanding shares of common stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 35% or more of the combined Voting Power of the Company’s then outstanding securities eligible
to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities
shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); 

(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate
transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of
another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners,
respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 35% of, respectively, the then
outstanding shares of common stock and the combined Voting Power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or
Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries) (the
“Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as
the case may be, and (B) no Person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the
foregoing) is the Beneficial Owner, directly or indirectly, of 35% or more of the total common stock or 35% or more of the total Voting Power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and
(C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or
Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); 

  
 15 













 (iv) approval by the Shareholders of the Company of a complete liquidation
or dissolution of the Company; or 
 (v) termination of the Manager. 

14. Detrimental Activity and Recapture Provisions. Any Award Agreement may provide for the cancellation or forfeiture of an
award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant,
either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment or service, shall engage in any detrimental activity. In addition, notwithstanding
anything in this Plan to the contrary, any Award Agreement may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar
effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities
exchange or national securities association on which the Shares may be traded. 
 15. Non U.S. Participants. In order to
facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the
United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or
custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including, without limitation, sub-plans) as it may consider necessary or
appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in
the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to
eliminate such inconsistency without further approval by the Shareholders. 
 16. Transferability. 

(a) Except as otherwise determined by the Committee, no Option Right, Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance
Share, Performance Unit, Profits Interest Unit, Cash Incentive Award, award contemplated by Section 10 of this Plan or dividend equivalents paid with respect to awards made under this Plan will be
transferable by the Participant except (i) if it is made by the Participant for no consideration to Immediate Family Members or to a bona fide trust, partnership or other entity controlled by and for the benefit of one or more Immediate Family
Members (“Immediate Family Members” mean the Participant’s spouse, children, stepchildren, parents, stepparents, siblings (including half brothers and sisters), in-laws, and other individuals
who have a relationship to the Participant arising because of legal adoption; however, no transfer may be made to the extent that transferability would cause Form S-8 or any successor form thereto not to be
able to register Shares related to an award) or (ii) by 

  
 16 













 
will or the laws of descent and distribution. In no event will any such award granted under the Plan be transferred for value. Except as otherwise determined by the Committee, Option Rights and
Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the
Participant in a fiduciary capacity under state law or court supervision. 
 (b) The Committee may specify at the Date of Grant that part or
all of the Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any
grant of Performance Shares, Performance Units or Profits Interest Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of
this Plan, will be subject to further restrictions on transfer. 
 17. Withholding Taxes. To the extent that the Company is
required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it
will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which
arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Shares, and such Participant fails to make arrangements for the payment of
tax, then, unless otherwise determined by the Committee, the Company will withhold Shares having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required
to be withheld under applicable income and employment tax laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the Shares required to be delivered to
the Participant, Shares having a value equal to the amount required to be withheld or by delivering to the Company other Shares held by such Participant. The Shares used for tax withholding will be valued at an amount equal to the market value of
such Shares on the date the benefit is to be included in Participant’s income. In no event will the market value of the Shares to be withheld and delivered pursuant to this Section to satisfy applicable withholding taxes in connection with the
benefit exceed the minimum amount of taxes required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences and (ii) is permitted by the Committee. Participants will also make such
arrangements as the Company may require for the payment of any withholding tax obligation that may arise in connection with the disposition of Shares acquired upon the exercise of Option Rights. 

18. Compliance with Section 409A of the Code. 

(a) To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of
the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this
Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 

  
 17 













 (b) Neither a Participant nor any of a Participant’s creditors or beneficiaries will
have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder
may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Subsidiaries. 
 (c) If, at the
time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification
methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of
which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will
not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the fifth business day of the seventh month after such separation from service. 

(d) Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is
payable on account of a Change of Control (including any installments or stream of payments that are accelerated on account of a Change of Control), a Change of Control shall occur only if such event also constitutes a “change in the
ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation
§1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change of Control for any
other purposes in respect of such award. 
 (e) Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of
the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes
or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection
with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or
all of such taxes or penalties. 
 19. Amendments. 

(a) The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an amendment
to this Plan (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the
requirements for participation in this Plan, or (iv) must otherwise be approved by the Shareholders in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Shares are not traded on the New York Stock
Exchange, the principal national securities exchange upon which the Shares are traded or quoted, then, such amendment will be subject to Shareholder approval and will not be effective unless and until such approval has been obtained. 

  
 18 













 (b) Except in connection with a corporate transaction or event described in
Section 12 of this Plan or in connection with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of
outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is
less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without Shareholder approval. This Section 19(b) is intended to prohibit the
repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 12 of this Plan. Notwithstanding any provision of
this Plan to the contrary, this Section 19(b) may not be amended without approval by the Shareholders. 

(c) If permitted by Section 409A of the Code, but subject to the paragraph that follows, notwithstanding the Plan’s minimum vesting
requirements, and including in the case of termination of employment by reason of death, disability or retirement, or in the case of unforeseeable emergency or other special circumstances or in the event of a Change in Control, to the extent a
Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock
Units as to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares, Performance Units or Profits Interest Units which have not been fully earned, or any other awards made pursuant to
Section 10 subject to any vesting schedule or transfer restriction, or who holds Shares subject to any transfer restriction imposed pursuant to
Section 16(b) of this Plan, the Committee may, in its sole discretion, accelerate the time at which such Option Right, Appreciation Right or other award may be exercised or the time at which such
substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares, Performance Units or Profits Interest Units
will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award. 

(d) Subject to Section 19(b) hereof, the Committee may amend the terms of any award theretofore
granted under this Plan prospectively or retroactively. Subject to Section 12 above, no such amendment will impair the rights of any Participant without his or her consent. The Board may, in its
discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination. 

20. Governing Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in
accordance with the internal substantive laws of the State of Maryland. 
 21. Effective Date/Termination. This Plan will be
effective as of the Effective Date. No grant will be made under this Plan after the tenth anniversary of the Effective Date, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this
Plan. 

  
 19 













 22. Miscellaneous Provisions. 

(a) The Company will not be required to issue any fractional Shares pursuant to this Plan. The Committee may provide for the elimination of
fractions or for the settlement of fractions in cash. 
 (b) This Plan will not confer upon any Participant any right with respect to
continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any
time. 
 (c) Except with respect to Section 22(e), to the extent that any provision of this
Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other
Option Rights and there will be no further effect on any provision of this Plan. 
 (d) No award under this Plan may be exercised by the
holder thereof if such exercise, and the receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan. 

(e) Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or
termination of service of any employee for any purposes of this Plan or awards granted hereunder. 
 (f) No Participant will have any rights
as a shareholder with respect to any shares subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Company. 

(g) The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the
Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant. 

(h) Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of
Shares under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred
issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. 
 (i) If any
provision of this Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in
scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect. 

  
 20 













 23. Stock-Based Awards in Substitution for Option Rights or Awards Granted by
Other Company. Notwithstanding anything in this Plan to the contrary: 
 (a) Awards may be granted under this Plan in substitution for or
in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or
merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with
Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Shares substituted for
the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection
with the transaction. 
 (b) In the event that a company acquired by the Company or any Subsidiary or with which the Company or any
Subsidiary merges has shares available under a pre-existing plan previously approved by Shareholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to
the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under the Plan; provided, however, that awards using such available
shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees
or directors of the Company or any Subsidiary prior to such acquisition or merger. Any operation of this Plan in connection with such available shares shall comply with the rules of the applicable national securities exchange on which the Shares are
listed. 
 (c) Any Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations
of, the Company under Sections 23(a) or 23(b) above will not reduce the Shares available for issuance or transfer under the Plan or otherwise count against the limits contained in
Section 3 of the Plan. In addition, no Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections
23(a) or 23(b) above will be added to the aggregate limit contained in Section 3(a)(i) of the Plan. 

24. REIT Status. This Plan shall be interpreted and construed in a manner consistent with the Company’s status as a REIT.
No award shall be granted or awarded, and with respect to any award granted under this Plan, such award shall not vest, be exercisable or be settled: (i) to the extent that the grant, vesting, exercise or settlement could cause the Participant
or any other person to be in violation of the share ownership limit or any other limitation on ownership or transfer prescribed by the Company’s charter, or (ii) if, in the discretion of the Committee, the grant, vesting, exercise or
settlement of the award could impair the Company’s status as a REIT. 
 [Remainder Intentionally Left Blank] 

  
 21 













 The foregoing is hereby acknowledged as being the 2020 Long Term Incentive Plan as adopted
by the Board on January 31, 2020, and by the Shareholders on January 31, 2020. 
  

					
	NEXPOINT REAL ESTATE FINANCE, INC.
		
	By:	 	/s/ Brian Mitts
		 	Name:	 	Brian Mitts
		 	Title:	 	Chief Financial Officer, Executive VP- Finance, Treasurer and Secretary



  
 22