Exhibit 10.4
	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		FORM OF
	 

	 
		CARE INVESTMENT TRUST INC.
	 

	 
		EQUITY PLAN
	 

	 
		

	 

	 
		 
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 		FORM OF	
	
			 
				 
			 

		  	
			 
				CARE INVESTMENT TRUST INC.
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				EQUITY PLAN
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				SECTION
			 

		  	
			 
				PAGE
			 

		  
	
			 
				1.
			 

		  	
			 
				PURPOSE; TYPES OF AWARDS; CONSTRUCTION.
			 

		  	
			 
				1
			 

		  
	
			 
				2.
			 

		  	
			 
				DEFINITIONS.
			 

		  	
			 
				1
			 

		  
	
			 
				3.
			 

		  	
			 
				ADMINISTRATION.
			 

		  	
			 
				4
			 

		  
	
			 
				4.
			 

		  	
			 
				ELIGIBILITY.
			 

		  	
			 
				5
			 

		  
	
			 
				5.
			 

		  	
			 
				STOCK SUBJECT TO THE PLAN.
			 

		  	
			 
				5
			 

		  
	
			 
				6.
			 

		  	
			 
				TERMS OF AWARDS.
			 

		  	
			 
				6
			 

		  
	
			 
				7.
			 

		  	
			 
				ACCELERATION OF AWARDS UPON CERTAIN TERMINATIONS OF SERVICE.

			 

		  	
			 
				11
			 

		  
	
			 
				8.
			 

		  	
			 
				CHANGE IN CONTROL.
			 

		  	
			 
				12
			 

		  
	
			 
				9.
			 

		  	
			 
				GENERAL PROVISIONS.
			 

		  	
			 
				13
			 

		  


	 
		

	 

	 
		

	 

	 
		
 

	 

	 
		
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 


	 
	 FORM OF
	 

	 
		CARE INVESTMENT TRUST INC.
	 

	 
		EQUITY PLAN
	 

	 
		
	 

	 
		1.
	 

	 
		PURPOSE; TYPES OF AWARDS; CONSTRUCTION.
	 

	 
		THE PURPOSES OF THE CARE INVESTMENT TRUST INC. EQUITY PLAN (THE
		"PLAN") ARE TO AFFORD AN INCENTIVE TO THE DIRECTORS AND OFFICERS, ADVISORS AND
		CONSULTANTS OF CARE INVESTMENT TRUST INC. (THE "COMPANY") WHO ARE IN ANY CASE
		NATURAL PERSONS AND PROVIDING SERVICES TO THE COMPANY, INCLUDING WITHOUT
		LIMITATION INDIVIDUALS WHO ARE EMPLOYEES OF THE MANAGER OR ONE OF ITS
		AFFILIATES WHO ARE PROVIDING SERVICES TO THE COMPANY, TO CONTINUE AS DIRECTORS,
		OFFICERS, ADVISORS AND CONSULTANTS, TO INCREASE THEIR EFFORTS ON BEHALF OF THE
		COMPANY AND TO PROMOTE THE SUCCESS OF THE COMPANY'S BUSINESS.  THE PLAN
		PROVIDES FOR THE GRANT OF STOCK OPTIONS, STOCK APPRECIATION RIGHTS, RESTRICTED
		STOCK, RESTRICTED STOCK UNITS AND OTHER EQUITY-BASED AWARDS.
	 

	 
		
	 

	 
		2.
	 

	 
		DEFINITIONS.
	 

	 
		FOR PURPOSES OF THE PLAN, THE FOLLOWING TERMS SHALL BE DEFINED AS SET
		FORTH BELOW:
	 

	 
		(A)
	 

	 
		"AFFILIATE" MEANS (I) ANY PERSON DIRECTLY OR INDIRECTLY CONTROLLING,
		CONTROLLED BY, OR UNDER COMMON CONTROL WITH SUCH OTHER PERSON, (II) ANY
		EXECUTIVE OFFICER OR GENERAL PARTNER OF SUCH OTHER PERSON AND (III) ANY LEGAL
		ENTITY FOR WHICH SUCH PERSON ACTS AS AN EXECUTIVE OFFICER OR GENERAL
		PARTNER.
	 

	 
		(B)
	 

	 
		"AWARD" MEANS ANY OPTION, STOCK APPRECIATION RIGHT, RESTRICTED STOCK,
		RESTRICTED STOCK UNIT OR OTHER STOCK-BASED AWARD GRANTED UNDER THE PLAN.
	 

	 
		(C)
	 

	 
		"AWARD AGREEMENT" MEANS ANY WRITTEN AGREEMENT, CONTRACT OR OTHER
		INSTRUMENT OR DOCUMENT EVIDENCING AN AWARD.
	 

	 
		(D)
	 

	 
		"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.
	 

	 
		(E)
	 

	 
		“CHANGE IN CONTROL” MEANS: 
	 

	 
		(I) ANY PERSON BECOMES THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY,
		OF SECURITIES OF THE COMPANY REPRESENTING THIRTY-FIVE PERCENT (35%) OR MORE OF
		THE COMBINED VOTING POWER OF THE COMPANY’S THEN OUTSTANDING SECURITIES; OR
		 
	 

	 
		(II)   THE FOLLOWING INDIVIDUALS CEASE FOR ANY REASON TO
		CONSTITUTE A MAJORITY OF THE NUMBER OF DIRECTORS THEN SERVING: INDIVIDUALS WHO,
		ON THE EFFECTIVE DATE, CONSTITUTE THE BOARD AND ANY NEW DIRECTOR (OTHER THAN A
		DIRECTOR WHOSE INITIAL ASSUMPTION OF OFFICE IS IN CONNECTION WITH AN ACTUAL OR
		THREATENED ELECTION CONTEST, INCLUDING, BUT NOT LIMITED TO, A CONSENT
		SOLICITATION, RELATING TO THE ELECTION OF DIRECTORS OF THE COMPANY) WHOSE
		APPOINTMENT OR ELECTION BY THE BOARD OR NOMINATION FOR ELECTION BY THE
		COMPANY’S STOCKHOLDERS WAS APPROVED OR RECOMMENDED BY A VOTE OF AT LEAST A
		MAJORITY OF THE DIRECTORS THEN STILL IN OFFICE WHO EITHER WERE DIRECTORS ON THE
		EFFECTIVE DATE OR 
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		WHOSE APPOINTMENT, ELECTION OR NOMINATION FOR ELECTION WAS PREVIOUSLY
		SO APPROVED OR RECOMMENDED; OR  
	 

	 
		(III) THERE IS CONSUMMATED A MERGER OR CONSOLIDATION OF THE
		COMPANY OR ANY SUBSIDIARY WITH ANY OTHER CORPORATION, OTHER THAN (A) A MERGER
		OR CONSOLIDATION WHICH WOULD RESULT IN THE VOTING SECURITIES OF THE COMPANY
		OUTSTANDING IMMEDIATELY PRIOR TO SUCH MERGER OR CONSOLIDATION CONTINUING TO
		REPRESENT (EITHER BY REMAINING OUTSTANDING OR BY BEING CONVERTED INTO VOTING
		SECURITIES OF THE SURVIVING ENTITY OR ANY PARENT THEREOF), IN COMBINATION WITH
		THE OWNERSHIP OF ANY TRUSTEE OR OTHER FIDUCIARY HOLDING SECURITIES UNDER AN
		EMPLOYEE BENEFIT PLAN OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, MORE
		THAN FIFTY PERCENT (50%) OF THE COMBINED VOTING POWER OF THE SECURITIES OF THE
		COMPANY OR SUCH SURVIVING ENTITY OR ANY PARENT THEREOF OUTSTANDING IMMEDIATELY
		AFTER SUCH MERGER OR CONSOLIDATION, OR (B) A MERGER OR CONSOLIDATION EFFECTED
		TO IMPLEMENT A RECAPITALIZATION OF THE COMPANY (OR SIMILAR TRANSACTION) IN
		WHICH NO PERSON IS OR BECOMES THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF
		SECURITIES OF THE COMPANY REPRESENTING THIRTY-FIVE PERCENT (35%) OR MORE OF THE
		COMBINED VOTING POWER OF THE COMPANY’S THEN OUTSTANDING SECURITIES; OR
		 
	 

	 
		(IV)     THE STOCKHOLDERS OF THE COMPANY APPROVE A
		PLAN OF COMPLETE LIQUIDATION OR DISSOLUTION OF THE COMPANY OR THERE IS
		CONSUMMATED AN AGREEMENT FOR THE SALE OR DISPOSITION BY THE COMPANY OF ALL OR
		SUBSTANTIALLY ALL OF THE COMPANY’S ASSETS, OTHER THAN A SALE OR
		DISPOSITION BY THE COMPANY OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY’S
		ASSETS TO AN ENTITY, MORE THAN FIFTY PERCENT (50%) OF THE COMBINED VOTING POWER
		OF THE VOTING SECURITIES OF WHICH ARE OWNED BY STOCKHOLDERS OF THE COMPANY IN
		SUBSTANTIALLY THE SAME PROPORTIONS AS THEIR OWNERSHIP OF THE COMPANY
		IMMEDIATELY PRIOR TO SUCH SALE.  
	 

	 
		NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO AN AWARD THAT IS
		SUBJECT TO SECTION 409A OF THE CODE AND THE PAYMENT OR SETTLEMENT OF THE AWARD
		WILL ACCELERATE UPON A CHANGE IN CONTROL, NO EVENT SET FORTH HEREIN WILL
		CONSTITUTE A CHANGE IN CONTROL FOR PURPOSES OF THE PLAN OR ANY AWARD AGREEMENT
		UNLESS SUCH EVENT ALSO CONSTITUTES A “CHANGE IN OWNERSHIP,”
		“CHANGE IN EFFECTIVE CONTROL,” OR “CHANGE IN THE OWNERSHIP OF A
		SUBSTANTIAL PORTION OF THE COMPANY’S ASSETS” AS DEFINED UNDER SECTION
		409A OF THE CODE. 
	 

	 
		(F)
	 

	 
		"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME
		TO TIME, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
	 

	 
		(G)
	 

	 
		"COMMITTEE" MEANS THE COMMITTEE, IF ANY, ESTABLISHED BY THE BOARD TO
		ADMINISTER THE PLAN.  
	 

	 
		(H)
	 

	 
		"COMPANY" MEANS CARE INVESTMENT TRUST INC., A MARYLAND CORPORATION, OR
		ANY SUCCESSOR CORPORATION.
	 

	 
		(I)
	 

	 
		"EFFECTIVE DATE" MEANS THE DATE ON WHICH THE PLAN IS ADOPTED BY THE
		BOARD, SUBJECT TO OBTAINING THE APPROVAL OF THE COMPANY'S STOCKHOLDER(S).
	 

	 
		(J)
	 

	 
		"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
		FROM TIME TO TIME, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
	 

	 
		
 

	 

	 
		 2
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		(K)
	 

	 
		"FAIR MARKET VALUE" MEANS, WITH RESPECT TO STOCK OR OTHER PROPERTY,
		THE FAIR MARKET VALUE OF SUCH STOCK OR OTHER PROPERTY DETERMINED BY SUCH
		METHODS OR PROCEDURES AS SHALL BE ESTABLISHED FROM TIME TO TIME BY THE BOARD.
		 UNLESS OTHERWISE DETERMINED BY THE BOARD IN GOOD FAITH, THE PER SHARE
		FAIR MARKET VALUE OF STOCK AS OF A PARTICULAR DATE SHALL MEAN (I) THE CLOSING
		SALES PRICE PER SHARE OF STOCK ON THE NATIONAL SECURITIES EXCHANGE ON WHICH THE
		STOCK IS PRINCIPALLY TRADED FOR SUCH DATE; (II) IF THE SHARES OF STOCK ARE THEN
		TRADED IN AN OVER-THE-COUNTER MARKET, THE CLOSING BID PRICE FOR THE SHARES OF
		STOCK IN SUCH OVER-THE-COUNTER MARKET FOR SUCH DATE; OR (III) IF THE SHARES OF
		STOCK ARE NOT THEN LISTED ON A NATIONAL SECURITIES EXCHANGE OR TRADED IN AN
		OVER-THE-COUNTER MARKET, SUCH VALUE AS THE BOARD, IN ITS SOLE DISCRETION, SHALL
		DETERMINE.
	 

	 
		(L)
	 

	 
		“INDEPENDENT DIRECTORS” MEANS NON-MANAGEMENT DIRECTORS
		APPOINTED TO THE BOARD WHOM THE BOARD HAS DETERMINED QUALIFY AS
		“INDEPENDENT” UNDER THE CORPORATE GOVERNANCE LISTING STANDARDS OF THE
		NEW YORK STOCK EXCHANGE, AS SUCH RULES MAY BE AMENDED FROM TIME TO TIME.
	 

	 
		(M)
	 

	 
		"MANAGEMENT AGREEMENT" MEANS THE MANAGEMENT AGREEMENT EXPECTED TO BE
		ENTERED INTO BY AND BETWEEN THE COMPANY AND THE MANAGER, AS SUCH MAY BE AMENDED
		FROM TIME TO TIME.
	 

	 
		(N)
	 

	 
		"MANAGER" MEANS CIT HEALTHCARE LLC, A DELAWARE LIMITED LIABILITY
		COMPANY, AND ANY SUCCESSOR THERETO.
	 

	 
		(O)
	 

	 
		"OPTION" MEANS A RIGHT, GRANTED TO A PARTICIPANT UNDER SECTION
		6(B)(I), TO PURCHASE SHARES OF STOCK. 
	 

	 
		(P)
	 

	 
		"OTHER STOCK-BASED AWARD" MEANS A RIGHT OR OTHER INTEREST GRANTED TO A
		PARTICIPANT THAT MAY BE DENOMINATED OR PAYABLE IN, VALUED IN WHOLE OR IN PART
		BY REFERENCE TO, OR OTHERWISE BASED ON, OR RELATED TO, STOCK, INCLUDING BUT NOT
		LIMITED TO UNRESTRICTED SHARES OF STOCK OR DIVIDEND EQUIVALENT RIGHTS.
	 

	 
		(Q)
	 

	 
		"PARTICIPANT" MEANS AN ELIGIBLE PERSON WHO HAS BEEN GRANTED AN AWARD
		UNDER THE PLAN.
	 

	 
		(R)
	 

	 
		"PERSON" MEANS ANY NATURAL PERSON, CORPORATION, PARTNERSHIP,
		ASSOCIATION, LIMITED LIABILITY COMPANY, ESTATE, TRUST, JOINT VENTURE, ANY
		FEDERAL, STATE OR MUNICIPAL GOVERNMENT OR ANY BUREAU, DEPARTMENT OR AGENCY
		THEREOF OR ANY OTHER LEGAL ENTITY AND ANY FIDUCIARY ACTING IN SUCH CAPACITY ON
		BEHALF OF THE FOREGOING.
	 

	 
		(S)
	 

	 
		"PLAN" MEANS THIS CARE INVESTMENT TRUST INC. EQUITY PLAN, AS AMENDED
		FROM TIME TO TIME.
	 

	 
		(T)
	 

	 
		"REMOVAL FOR CAUSE" SHALL MEAN, WITH RESPECT TO A DIRECTOR OF THE
		COMPANY, REMOVAL FOR CAUSE UNDER THE COMPANY’S ARTICLES OF INCORPORATION,
		AS SUCH ARTICLES MAY HAVE BEEN AMENDED (THE “CHARTER”), WITH THE
		DEFINITION OF “CAUSE” REFERRING TO THE DEFINITION USED IN SUCH
		REMOVAL PROVISION IN THE CHARTER.
	 

	 
		
 

	 

	 
		 3
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		(U)
	 

	 
		"RESTRICTED STOCK" MEANS AN AWARD OF SHARES OF STOCK TO A PARTICIPANT
		UNDER SECTION 6(B)(III) THAT MAY BE SUBJECT TO CERTAIN RESTRICTIONS AND TO A
		RISK OF FORFEITURE.
	 

	 
		(V)
	 

	 
		"RESTRICTED STOCK UNIT" OR "RSU" MEANS A RIGHT GRANTED TO A
		PARTICIPANT UNDER SECTION 6(B)(IV) TO RECEIVE STOCK, CASH OR OTHER PROPERTY AT
		THE END OF A SPECIFIED PERIOD, WHICH RIGHT MAY BE CONDITIONED ON THE
		SATISFACTION OF SPECIFIED PERFORMANCE OR OTHER CRITERIA.
	 

	 
		(W)
	 

	 
		"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED FROM
		TIME TO TIME, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
	 

	 
		(X)
	 

	 
		"STOCK" MEANS SHARES OF THE COMMON STOCK, PAR VALUE $0.001 PER SHARE,
		OF THE COMPANY. 
	 

	 
		(Y)
	 

	 
		"STOCK APPRECIATION RIGHT" OR "SAR" MEANS THE RIGHT GRANTED TO A
		PARTICIPANT UNDER SECTION 6(B)(II) TO BE PAID AN AMOUNT MEASURED BY THE
		APPRECIATION IN THE FAIR MARKET VALUE OF STOCK FROM THE DATE OF GRANT TO THE
		DATE OF EXERCISE OF THE RIGHT.
	 

	 
		
	 

	 
		3.
	 

	 
		ADMINISTRATION.
	 

	 
		THE PLAN SHALL BE ADMINISTERED BY THE BOARD.  EXCEPT WITH RESPECT
		TO THE AMENDMENT, MODIFICATION, SUSPENSION OR EARLY TERMINATION OF THE PLAN,
		THE BOARD MAY APPOINT A COMMITTEE TO ADMINISTER ALL OR A PORTION OF THE PLAN.
		 TO THE EXTENT THAT THE BOARD SO DELEGATES ITS AUTHORITY, REFERENCES
		HEREIN TO THE BOARD SHALL BE DEEMED REFERENCES TO THE COMMITTEE.  THE
		BOARD MAY DELEGATE TO ONE OR MORE AGENTS SUCH ADMINISTRATIVE DUTIES AS IT MAY
		DEEM ADVISABLE, AND THE COMMITTEE OR ANY OTHER PERSON TO WHOM THE BOARD HAS
		DELEGATED DUTIES AS AFORESAID MAY EMPLOY ONE OR MORE PERSONS TO RENDER ADVICE
		WITH RESPECT TO ANY RESPONSIBILITY THE BOARD OR SUCH COMMITTEE OR PERSON MAY
		HAVE UNDER THE PLAN.  NO MEMBER OF THE BOARD OR COMMITTEE SHALL BE LIABLE
		FOR ANY ACTION TAKEN OR DETERMINATION MADE IN GOOD FAITH WITH RESPECT TO THE
		PLAN OR ANY AWARD GRANTED HEREUNDER.
	 

	 
		THE BOARD SHALL HAVE THE AUTHORITY IN ITS DISCRETION, SUBJECT TO AND
		NOT INCONSISTENT WITH THE EXPRESS PROVISIONS OF THE PLAN, TO ADMINISTER THE
		PLAN AND TO EXERCISE ALL THE POWERS AND AUTHORITIES EITHER SPECIFICALLY GRANTED
		TO IT UNDER THE PLAN OR NECESSARY OR ADVISABLE IN THE ADMINISTRATION OF THE
		PLAN, INCLUDING, WITHOUT LIMITATION, THE AUTHORITY TO:  (I) GRANT AWARDS;
		(II) DETERMINE THE PERSONS TO WHOM AND THE TIME OR TIMES AT WHICH AWARDS SHALL
		BE GRANTED; (III) DETERMINE THE TYPE AND NUMBER OF AWARDS TO BE GRANTED, THE
		NUMBER OF SHARES OF STOCK TO WHICH AN AWARD MAY RELATE AND THE TERMS,
		CONDITIONS, RESTRICTIONS AND PERFORMANCE CRITERIA RELATING TO ANY AWARD; (IV)
		DETERMINE WHETHER, TO WHAT EXTENT, AND UNDER WHAT CIRCUMSTANCES AN AWARD MAY BE
		SETTLED, CANCELLED, FORFEITED, EXCHANGED, OR SURRENDERED; (V) ACCELERATE THE
		VESTING OF AN AWARD, (VI) MAKE ADJUSTMENTS IN THE TERMS AND CONDITIONS OF
		AWARDS; (VII) CONSTRUE AND INTERPRET THE PLAN AND ANY AWARD; (VIII) PRESCRIBE,
		AMEND AND RESCIND RULES AND REGULATIONS RELATING TO THE PLAN; (IX) DETERMINE
		THE TERMS AND PROVISIONS OF THE AWARD AGREEMENTS (WHICH NEED NOT BE IDENTICAL
		FOR EACH PARTICIPANT); AND (X) MAKE ALL OTHER DETERMINATIONS DEEMED 
	 

	 
		
 

	 

	 
		 4
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THE PLAN.  ALL
		DECISIONS, DETERMINATIONS AND INTERPRETATIONS OF THE BOARD SHALL BE FINAL AND
		BINDING ON ALL PERSONS, INCLUDING BUT NOT LIMITED TO THE COMPANY, ANY PARENT OR
		SUBSIDIARY OF THE COMPANY, THE MANAGER AND OR ANY AFFILIATE OF THE MANAGER, ANY
		PARTICIPANT (OR ANY PERSON CLAIMING ANY RIGHTS UNDER THE PLAN FROM OR THROUGH
		ANY PARTICIPANT) AND ANY STOCKHOLDER.  NOTWITHSTANDING ANY PROVISION OF
		THE PLAN OR ANY AWARD AGREEMENT TO THE CONTRARY, EXCEPT AS PROVIDED IN THE
		THIRD PARAGRAPH OF SECTION 5, NEITHER THE BOARD NOR THE COMMITTEE MAY TAKE ANY
		ACTION WHICH WOULD HAVE THE EFFECT OF REDUCING THE AGGREGATE EXERCISE, BASE OR
		PURCHASE PRICE OF ANY AWARD WITHOUT OBTAINING THE APPROVAL OF THE COMPANY'S
		STOCKHOLDERS.
	 

	 
		
	 

	 
		4.
	 

	 
		ELIGIBILITY.
	 

	 
		AWARDS MAY BE GRANTED, IN THE DISCRETION OF THE BOARD, TO INDIVIDUALS
		WHO ARE, AS OF THE DATE OF GRANT, DIRECTORS OR OFFICERS, ADVISORS OR
		CONSULTANTS OF THE COMPANY, WHO IN ANY CASE ARE NATURAL PERSONS AND PROVIDING
		BONA FIDE SERVICES TO THE COMPANY, INCLUDING WITHOUT LIMITATION
		INDIVIDUALS WHO ARE EMPLOYEES OF THE MANAGER OR ONE OF ITS AFFILIATES.  IN
		DETERMINING THE PERSONS TO WHOM AWARDS SHALL BE GRANTED AND THE TYPE OF ANY
		AWARD (INCLUDING THE NUMBER OF SHARES TO BE COVERED BY SUCH AWARD), THE BOARD
		SHALL TAKE INTO ACCOUNT SUCH FACTORS AS THE BOARD SHALL DEEM RELEVANT IN
		CONNECTION WITH ACCOMPLISHING THE PURPOSES OF THE PLAN.  
	 

	 
		
	 

	 
		5.
	 

	 
		STOCK SUBJECT TO THE PLAN.
	 

	 
		THE MAXIMUM NUMBER OF SHARES OF STOCK RESERVED FOR THE GRANT OF AWARDS
		UNDER THE PLAN SHALL BE 700,000, SUBJECT TO ADJUSTMENT AS PROVIDED HEREIN.
		   SUCH SHARES MAY, IN WHOLE OR IN PART, BE AUTHORIZED BUT
		UNISSUED SHARES OR SHARES THAT SHALL HAVE BEEN OR MAY BE REACQUIRED BY THE
		COMPANY IN THE OPEN MARKET, IN PRIVATE TRANSACTIONS OR OTHERWISE.
		  IF ANY SHARES SUBJECT TO AN AWARD ARE FORFEITED, CANCELLED,
		EXCHANGED OR SURRENDERED TO THE COMPANY OR IF AN AWARD TERMINATES OR EXPIRES
		WITHOUT A DISTRIBUTION OF SHARES TO THE MANAGER, THE SHARES OF STOCK WITH
		RESPECT TO SUCH AWARD SHALL, TO THE EXTENT OF ANY SUCH FORFEITURE,
		CANCELLATION, EXCHANGE, SURRENDER, TERMINATION OR EXPIRATION, AGAIN BE
		AVAILABLE FOR AWARDS UNDER THE PLAN.  FOR PURPOSES OF DETERMINING THE
		NUMBER OF SHARES OF STOCK THAT REMAIN AVAILABLE FOR ISSUANCE UNDER THE PLAN,
		(I) THE NUMBER OF SHARES OF STOCK THAT ARE TENDERED BY A PARTICIPANT OR
		WITHHELD BY THE COMPANY TO PAY THE EXERCISE PRICE OF AN AWARD OR TO SATISFY THE
		PARTICIPANT’S TAX WITHHOLDING OBLIGATIONS IN CONNECTION WITH THE EXERCISE
		OR SETTLEMENT OF AN AWARD AND (II) ALL OF THE SHARES OF STOCK COVERED BY ANY
		STOCK-SETTLED SAR AWARD TO THE EXTENT EXERCISED, WILL NOT BE ADDED BACK TO THE
		PLAN.  UPON THE EXERCISE OF ANY AWARD GRANTED IN TANDEM WITH ANY OTHER
		AWARD, SUCH RELATED AWARD SHALL BE CANCELLED TO THE EXTENT OF THE NUMBER OF
		SHARES OF STOCK AS TO WHICH THE AWARD IS EXERCISED AND, NOTWITHSTANDING THE
		FOREGOING, SUCH NUMBER OF SHARES SHALL NO LONGER BE AVAILABLE FOR AWARDS UNDER
		THE PLAN.
	 

	 
		NO PARTICIPANT EMPLOYED BY THE MANAGER SHALL RECEIVE ONE OR MORE
		AWARDS WITHIN A SINGLE CALENDAR YEAR GREATER THAN THE LESSER OF (I) $1,000,000
		(AS DETERMINED BY THE COMMITTEE) OR (II) 75,000 SHARES OF RESTRICTED STOCK.
		 FOR PURPOSES OF THIS PLAN, EMPLOYMENT BY THE 
	 

	 
		
 

	 

	 
		 5
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		MANAGER SHALL MEAN EMPLOYMENT BY ANY PARENT OR SUBSIDIARY OF THE
		MANAGER OR ANY OTHER ENTITY THAT DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE
		INTERMEDIARIES, CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH THE
		MANAGER.
	 

	 
		IN THE EVENT THAT THE BOARD SHALL DETERMINE THAT ANY DIVIDEND OR OTHER
		DISTRIBUTION (WHETHER IN THE FORM OF CASH, STOCK, OR OTHER PROPERTY),
		RECAPITALIZATION, STOCK SPLIT, REVERSE SPLIT, REORGANIZATION, MERGER,
		CONSOLIDATION, SPIN-OFF, COMBINATION, REPURCHASE, OR SHARE EXCHANGE, OR OTHER
		SIMILAR CORPORATE TRANSACTION OR EVENT, AFFECTS THE STOCK SUCH THAT AN
		ADJUSTMENT IS APPROPRIATE IN ORDER TO PREVENT DILUTION OR ENLARGEMENT OF THE
		RIGHTS OF PARTICIPANTS UNDER THE PLAN, THEN THE BOARD SHALL MAKE EQUITABLE
		CHANGES OR ADJUSTMENTS TO ANY OR ALL OF:  (I) THE NUMBER AND KIND OF
		SHARES OF STOCK OR OTHER PROPERTY (INCLUDING CASH) THAT MAY THEREAFTER BE
		ISSUED IN CONNECTION WITH AWARDS; (II) THE NUMBER AND KIND OF SHARES OF STOCK
		OR OTHER PROPERTY (INCLUDING CASH) ISSUED OR ISSUABLE IN RESPECT OF OUTSTANDING
		AWARDS; (III) THE EXERCISE PRICE, BASE PRICE OR PURCHASE PRICE RELATING TO ANY
		AWARD AND (IV) THE PERFORMANCE GOALS, IF ANY, APPLICABLE TO OUTSTANDING AWARDS.
		 IN ADDITION, THE BOARD MAY DETERMINE THAT ANY SUCH EQUITABLE ADJUSTMENT
		MAY BE ACCOMPLISHED BY MAKING A PAYMENT TO THE AWARD HOLDER, IN THE FORM OF
		CASH OR OTHER PROPERTY (INCLUDING BUT NOT LIMITED TO SHARES OF STOCK).
	 

	 
		
	 

	 
		6.
	 

	 
		TERMS OF AWARDS.
	 

	 
		(A)
	 

	 
		GENERAL.  THE TERM OF EACH AWARD SHALL BE FOR SUCH PERIOD
		AS MAY BE DETERMINED BY THE BOARD.  SUBJECT TO THE TERMS OF THE PLAN AND
		ANY APPLICABLE AWARD AGREEMENT, PAYMENTS TO BE MADE BY THE COMPANY UPON THE
		GRANT, VESTING, MATURATION OR EXERCISE OF AN AWARD MAY BE MADE IN SUCH FORMS AS
		THE BOARD SHALL DETERMINE AT THE DATE OF GRANT OR THEREAFTER, INCLUDING,
		WITHOUT LIMITATION, CASH, STOCK OR OTHER PROPERTY, AND MAY BE MADE IN A SINGLE
		PAYMENT OR TRANSFER, IN INSTALLMENTS OR ON A DEFERRED BASIS.  THE BOARD
		MAY MAKE RULES RELATING TO INSTALLMENT OR DEFERRED PAYMENTS WITH RESPECT TO
		AWARDS, INCLUDING THE RATE OF INTEREST TO BE CREDITED WITH RESPECT TO SUCH
		PAYMENTS.  IN ADDITION TO THE FOREGOING, THE BOARD MAY IMPOSE ON ANY AWARD
		OR THE EXERCISE THEREOF, AT THE DATE OF GRANT OR THEREAFTER, SUCH ADDITIONAL
		TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE PROVISIONS OF THE PLAN, AS THE
		BOARD SHALL DETERMINE.
	 

	 
		(B)
	 

	 
		TERMS OF SPECIFIED AWARDS.  THE BOARD IS AUTHORIZED TO
		GRANT THE AWARDS DESCRIBED IN THIS SECTION 6(B), UNDER SUCH TERMS AND
		CONDITIONS AS DEEMED BY THE BOARD TO BE CONSISTENT WITH THE PURPOSES OF THE
		PLAN.  SUCH AWARDS MAY BE GRANTED WITH VESTING, VALUE AND/OR AND PAYMENT
		CONTINGENT UPON ATTAINMENT OF ONE OR MORE PERFORMANCE GOALS.  EXCEPT AS
		OTHERWISE SET FORTH HEREIN OR AS MAY BE DETERMINED BY THE BOARD, EACH AWARD
		GRANTED UNDER THE PLAN SHALL BE EVIDENCED BY AN AWARD AGREEMENT CONTAINING SUCH
		TERMS AND CONDITIONS APPLICABLE TO SUCH AWARD AS THE BOARD SHALL DETERMINE AT
		THE DATE OF GRANT OR THEREAFTER.  
	 

	 
		(I)
	 

	 
		OPTIONS.  THE BOARD IS AUTHORIZED TO GRANT OPTIONS TO
		PARTICIPANTS ON THE FOLLOWING TERMS AND CONDITIONS:
	 

	 
		
 

	 

	 
		 6
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		(A)
	 

	 
		EXERCISE PRICE.  THE EXERCISE PRICE PER SHARE OF STOCK
		PURCHASABLE UNDER AN OPTION SHALL BE DETERMINED BY THE BOARD, BUT IN NO EVENT
		SHALL THE PER SHARE EXERCISE PRICE OF ANY OPTION BE LESS THAN 100% OF THE FAIR
		MARKET VALUE OF A SHARE OF STOCK ON THE DATE OF GRANT OF SUCH OPTION.  THE
		EXERCISE PRICE FOR STOCK SUBJECT TO AN OPTION MAY BE PAID IN CASH OR BY AN
		EXCHANGE OF STOCK PREVIOUSLY OWNED BY THE PARTICIPANT, THROUGH A "BROKER
		CASHLESS EXERCISE" PROCEDURE APPROVED BY THE BOARD (TO THE EXTENT PERMITTED BY
		LAW) OR A COMBINATION OF THE ABOVE, IN ANY CASE IN AN AMOUNT HAVING A COMBINED
		VALUE EQUAL TO SUCH EXERCISE PRICE; PROVIDED THAT THE BOARD MAY REQUIRE THAT
		ANY STOCK EXCHANGED BY THE PARTICIPANT HAVE BEEN OWNED BY THE PARTICIPANT FOR
		AT LEAST SIX MONTHS AS OF THE DATE OF EXERCISE.  AN AWARD AGREEMENT MAY
		PROVIDE THAT A PARTICIPANT MAY PAY ALL OR A PORTION OF THE AGGREGATE EXERCISE
		PRICE BY HAVING SHARES OF STOCK WITH A FAIR MARKET VALUE ON THE DATE OF
		EXERCISE EQUAL TO THE AGGREGATE EXERCISE PRICE WITHHELD BY THE COMPANY.
	 

	 
		(B)
	 

	 
		TERM AND EXERCISABILITY OF OPTIONS.  THE DATE ON WHICH THE
		BOARD ADOPTS A RESOLUTION EXPRESSLY GRANTING AN OPTION SHALL BE CONSIDERED THE
		DAY ON WHICH SUCH OPTION IS GRANTED (UNLESS A SUBSEQUENT GRANT DATE IS SET
		FORTH IN THE RESOLUTION).  OPTIONS SHALL BE EXERCISABLE OVER THE EXERCISE
		PERIOD (WHICH SHALL NOT EXCEED TEN YEARS FROM THE DATE OF GRANT), AT SUCH TIMES
		AND UPON SUCH CONDITIONS AS THE BOARD MAY DETERMINE, AS REFLECTED IN THE AWARD
		AGREEMENT; PROVIDED, THAT THE BOARD SHALL HAVE THE AUTHORITY TO ACCELERATE THE
		EXERCISABILITY OF ANY OUTSTANDING OPTION AT SUCH TIME AND UNDER SUCH
		CIRCUMSTANCES AS IT, IN ITS SOLE DISCRETION, DEEMS APPROPRIATE.  AN OPTION
		MAY BE EXERCISED TO THE EXTENT OF ANY OR ALL FULL SHARES OF STOCK AS TO WHICH
		THE OPTION HAS BECOME EXERCISABLE, BY GIVING WRITTEN NOTICE OF SUCH EXERCISE TO
		THE BOARD OR ITS DESIGNATED AGENT.
	 

	 
		(C)
	 

	 
		TERMINATION OF SERVICE.  SUBJECT TO SECTION 7, AN OPTION
		MAY NOT BE EXERCISED UNLESS (1) THE PARTICIPANT IS THEN PROVIDING SERVICES TO
		THE COMPANY (OR IF THE PARTICIPANT IS AN EMPLOYEE OF THE MANAGER, THE
		PARTICIPANT IS THEN EMPLOYED BY THE MANAGER) AND (2) THE PARTICIPANT HAS
		CONTINUOUSLY MAINTAINED SUCH RELATIONSHIP SINCE THE DATE OF GRANT OF THE
		OPTION; PROVIDED, THAT THE AWARD AGREEMENT MAY CONTAIN PROVISIONS EXTENDING THE
		EXERCISABILITY OF OPTIONS, IN THE EVENT OF SPECIFIED TERMINATIONS OF SERVICE,
		TO A DATE NOT LATER THAN THE EXPIRATION DATE OF SUCH OPTION.  
	 

	 
		(D)
	 

	 
		SECTION 409A OF THE CODE.  AN OPTION MAY ONLY BE GRANTED
		TO PARTICIPANTS FOR WHOM SHARES 
	 

	 
		
 

	 

	 
		 7
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		OF STOCK OF THE COMPANY WOULD QUALIFY AS “SERVICE RECIPIENT
		STOCK” UNDER SECTION 409A OF THE CODE. 
	 

	 
		(E)
	 

	 
		NON-QUALIFIED STOCK OPTIONS.  THE OPTIONS GRANTED UNDER
		THE PLAN SHALL BE DEEMED TO BE “NON-QUALIFIED STOCK OPTIONS” UNDER
		THE CODE. 
	 

	 
		(F)
	 

	 
		OTHER PROVISIONS.  OPTIONS MAY BE SUBJECT TO SUCH OTHER
		CONDITIONS INCLUDING, BUT NOT LIMITED TO, RESTRICTIONS ON TRANSFERABILITY OF
		THE SHARES ACQUIRED UPON EXERCISE OF SUCH OPTIONS, AS THE BOARD MAY PRESCRIBE
		IN ITS DISCRETION OR AS MAY BE REQUIRED BY APPLICABLE LAW.
	 

	 
		(II)
	 

	 
		STOCK APPRECIATION RIGHTS.  THE BOARD IS AUTHORIZED TO
		GRANT SARS TO PARTICIPANTS ON THE FOLLOWING TERMS AND CONDITIONS:
	 

	 
		(A)
	 

	 
		IN GENERAL.  UNLESS THE BOARD DETERMINES OTHERWISE, AN SAR
		GRANTED IN TANDEM WITH AN OPTION MAY BE GRANTED AT THE TIME OF GRANT OF THE
		RELATED OPTION OR AT ANY TIME THEREAFTER.  AN SAR GRANTED IN TANDEM WITH
		AN OPTION SHALL BE EXERCISABLE ONLY TO THE EXTENT THE UNDERLYING OPTION IS
		EXERCISABLE.  PAYMENT OF AN SAR MAY BE MADE IN CASH, STOCK, OR PROPERTY AS
		SPECIFIED IN THE AWARD OR DETERMINED BY THE BOARD.
	 

	 
		(B)
	 

	 
		RIGHT CONFERRED.  AN SAR SHALL CONFER ON THE PARTICIPANT A
		RIGHT TO RECEIVE AN AMOUNT WITH RESPECT TO EACH SHARE SUBJECT THERETO, UPON
		EXERCISE THEREOF, EQUAL TO THE EXCESS OF (1) THE FAIR MARKET VALUE OF ONE SHARE
		OF STOCK ON THE DATE OF EXERCISE OVER (2) THE BASE PRICE OF THE SAR (WHICH IN
		THE CASE OF AN SAR GRANTED IN TANDEM WITH AN OPTION SHALL BE EQUAL TO THE
		EXERCISE PRICE OF THE UNDERLYING OPTION, AND WHICH IN THE CASE OF ANY OTHER SAR
		SHALL BE SUCH PRICE AS THE BOARD MAY DETERMINE, PROVIDED IT IS NO LESS THAN
		100% OF THE FAIR MARKET VALUE OF A SHARE OF STOCK ON THE DATE OF GRANT OF SUCH
		SAR).
	 

	 
		(C)
	 

	 
		TERM AND EXERCISABILITY OF SARS.  THE DATE ON WHICH THE
		BOARD ADOPTS A RESOLUTION EXPRESSLY GRANTING AN SAR SHALL BE CONSIDERED THE DAY
		ON WHICH SUCH SAR IS GRANTED.  SARS SHALL BE EXERCISABLE OVER THE EXERCISE
		PERIOD (WHICH SHALL NOT EXCEED THE LESSER OF TEN YEARS FROM THE DATE OF GRANT
		OR, IN THE CASE OF A TANDEM SAR, THE EXPIRATION OF ITS RELATED AWARD), AT SUCH
		TIMES AND UPON SUCH CONDITIONS AS THE BOARD MAY DETERMINE, AS REFLECTED IN THE
		AWARD AGREEMENT; PROVIDED, THAT THE BOARD SHALL HAVE THE AUTHORITY TO
		ACCELERATE THE EXERCISABILITY OF ANY OUTSTANDING SAR AT SUCH TIME AND UNDER
		SUCH CIRCUMSTANCES AS IT, IN ITS SOLE DISCRETION, DEEMS APPROPRIATE.  AN
		SAR MAY BE 
	 

	 
		
 

	 

	 
		 8
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		EXERCISED TO THE EXTENT OF ANY OR ALL FULL SHARES OF STOCK AS TO WHICH
		THE SAR (OR, IN THE CASE OF A TANDEM SAR, ITS RELATED AWARD) HAS BECOME
		EXERCISABLE, BY GIVING WRITTEN NOTICE OF SUCH EXERCISE TO THE BOARD OR ITS
		DESIGNATED AGENT.
	 

	 
		(D)
	 

	 
		TERMINATION OF SERVICE.  SUBJECT TO SECTION 7, AN SAR MAY
		NOT BE EXERCISED UNLESS (1) THE PARTICIPANT IS THEN PROVIDING SERVICES TO THE
		COMPANY (OR IF THE PARTICIPANT IS AN EMPLOYEE OF THE MANAGER, THE PARTICIPANT
		IS THEN EMPLOYED BY THE MANAGER) AND (2) THE PARTICIPANT HAS CONTINUOUSLY
		MAINTAINED SUCH RELATIONSHIP SINCE THE DATE OF GRANT OF THE SAR; PROVIDED, THAT
		THE AWARD AGREEMENT MAY CONTAIN PROVISIONS EXTENDING THE EXERCISABILITY OF
		SARS, IN THE EVENT OF SPECIFIED TERMINATIONS OF SERVICE, TO A DATE NOT LATER
		THAN THE EXPIRATION DATE OF SUCH SARS (OR, IN THE CASE OF A TANDEM SAR, ITS
		RELATED AWARD).  
	 

	 
		(E)
	 

	 
		SECTION 409A OF THE CODE.  AN SAR MAY ONLY BE GRANTED TO
		PARTICIPANTS FOR WHOM SHARES OF STOCK OF THE COMPANY WOULD QUALIFY AS
		“SERVICE RECIPIENT STOCK” UNDER SECTION 409A OF THE CODE. 

	 

	 
		(F)
	 

	 
		OTHER PROVISIONS.  SARS MAY BE SUBJECT TO SUCH OTHER
		CONDITIONS INCLUDING, BUT NOT LIMITED TO, RESTRICTIONS ON TRANSFERABILITY OF
		THE SHARES ACQUIRED UPON EXERCISE OF SUCH SARS, AS THE BOARD MAY PRESCRIBE IN
		ITS DISCRETION OR AS MAY BE REQUIRED BY APPLICABLE LAW.
	 

	 
		(III)
	 

	 
		RESTRICTED STOCK.  THE BOARD IS AUTHORIZED TO GRANT
		RESTRICTED STOCK TO PARTICIPANTS ON THE FOLLOWING TERMS AND CONDITIONS:
	 

	 
		(A)
	 

	 
		ISSUANCE AND RESTRICTIONS.  RESTRICTED STOCK SHALL BE
		SUBJECT TO SUCH RESTRICTIONS ON TRANSFERABILITY AND OTHER RESTRICTIONS, IF ANY,
		AS THE BOARD MAY IMPOSE AT THE DATE OF GRANT OR THEREAFTER, WHICH RESTRICTIONS
		MAY LAPSE SEPARATELY OR IN COMBINATION AT SUCH TIMES, UNDER SUCH CIRCUMSTANCES,
		IN SUCH INSTALLMENTS, OR OTHERWISE, AS THE BOARD MAY DETERMINE.  THE BOARD
		MAY PLACE RESTRICTIONS ON RESTRICTED STOCK THAT SHALL LAPSE, IN WHOLE OR IN
		PART, ONLY UPON THE ATTAINMENT OF ONE OR MORE PERFORMANCE GOALS.  UNLESS
		OTHERWISE DETERMINED BY THE BOARD, A PARTICIPANT GRANTED RESTRICTED STOCK SHALL
		HAVE THE RIGHT TO VOTE RESTRICTED STOCK. 
	 

	 
		(B)
	 

	 
		FORFEITURE.  SUBJECT TO SECTION 7, UPON TERMINATION OF
		SERVICE TO THE COMPANY (OR, IF THE PARTICIPANT IS AN EMPLOYEE OF THE MANAGER,
		EMPLOYMENT WITH THE MANAGER) DURING THE APPLICABLE RESTRICTION PERIOD,
		RESTRICTED STOCK AND ANY ACCRUED BUT UNPAID DIVIDENDS THAT ARE THEN SUBJECT TO
		
	 

	 
		
 

	 

	 
		 9
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		RESTRICTIONS SHALL BE FORFEITED; PROVIDED, THAT THE BOARD MAY PROVIDE,
		BY RULE OR REGULATION OR IN ANY AWARD AGREEMENT, OR MAY DETERMINE IN ANY
		INDIVIDUAL CASE, THAT RESTRICTIONS OR FORFEITURE CONDITIONS RELATING TO
		RESTRICTED STOCK WILL BE WAIVED IN WHOLE OR IN PART IN THE EVENT OF
		TERMINATIONS RESULTING FROM SPECIFIED CAUSES, AND THE BOARD MAY IN OTHER CASES
		WAIVE IN WHOLE OR IN PART THE FORFEITURE OF RESTRICTED STOCK.  
	 

	 
		(C)
	 

	 
		CERTIFICATES FOR STOCK.  RESTRICTED STOCK GRANTED UNDER
		THE PLAN MAY BE EVIDENCED IN SUCH MANNER AS THE BOARD SHALL DETERMINE.  IF
		CERTIFICATES REPRESENTING RESTRICTED STOCK ARE REGISTERED IN THE NAME OF THE
		PARTICIPANT, SUCH CERTIFICATES SHALL BEAR AN APPROPRIATE LEGEND REFERRING TO
		THE TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO SUCH RESTRICTED STOCK, AND
		THE COMPANY SHALL RETAIN PHYSICAL POSSESSION OF THE CERTIFICATE.
	 

	 
		(D)
	 

	 
		DIVIDENDS.  PARTICIPANTS HOLDING RESTRICTED STOCK SHALL BE
		ENTITLED TO RECEIVE ALL DIVIDENDS AND OTHER DISTRIBUTIONS PAID WITH RESPECT TO
		SUCH RESTRICTED STOCK WHILE UNVESTED UNLESS OTHERWISE PROVIDED IN THE AWARD
		AGREEMENT.  IF ANY SUCH DIVIDENDS OR DISTRIBUTIONS ARE PAID IN SHARES OF
		STOCK (INCLUDING STOCK SPLITS OR STOCK DIVIDENDS), SUCH SHARES SHALL BE SUBJECT
		TO THE SAME RESTRICTIONS (AND SHALL THEREFORE BE FORFEITABLE TO THE SAME
		EXTENT) AS THE SHARES OF RESTRICTED STOCK WITH RESPECT TO WHICH THEY WERE PAID,
		UNLESS OTHERWISE DETERMINED BY THE BOARD.  IF ANY SUCH DIVIDENDS OR
		DISTRIBUTIONS ARE PAID IN CASH, THE AWARD AGREEMENT MAY SPECIFY THAT THE CASH
		PAYMENTS SHALL BE SUBJECT TO THE SAME RESTRICTIONS AS THE RELATED RESTRICTED
		STOCK, IN WHICH CASE THEY SHALL BE ACCUMULATED DURING THE VESTING PERIOD AND
		PAID OR FORFEITED WHEN THE RELATED SHARES OF RESTRICTED STOCK VEST OR ARE
		FORFEITED.  ALTERNATIVELY, THE AWARD AGREEMENT MAY SPECIFY THAT THE
		DIVIDEND EQUIVALENTS OR OTHER PAYMENTS SHALL BE UNRESTRICTED, IN WHICH CASE
		THEY SHALL BE PAID AS SOON AS PRACTICABLE AFTER THE DIVIDEND OR DISTRIBUTION
		DATE.  IN NO EVENT SHALL ANY CASH DIVIDEND OR DISTRIBUTION BE PAID LATER
		THAN 21⁄2 MONTHS AFTER THE CALENDAR YEAR IN WHICH THE DIVIDEND OR
		DISTRIBUTION BECOMES NONFORFEITABLE.  
	 

	 
		(IV)
	 

	 
		RESTRICTED STOCK UNITS.  THE BOARD IS AUTHORIZED TO GRANT
		RSUS TO PARTICIPANTS, SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
	 

	 
		(A)
	 

	 
		AWARD AND RESTRICTIONS.  DELIVERY OF STOCK, CASH OR OTHER
		PROPERTY, AS DETERMINED BY THE BOARD, WILL OCCUR UPON EXPIRATION OF THE PERIOD
		SPECIFIED FOR RSUS BY THE BOARD DURING WHICH FORFEITURE CONDITIONS APPLY, OR
		SUCH LATER DATE AS 
	 

	 
		
 

	 

	 
		 10
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		THE BOARD SHALL DETERMINE.  THE BOARD MAY PLACE RESTRICTIONS ON
		RSUS THAT SHALL LAPSE, IN WHOLE OR IN PART, ONLY UPON THE ATTAINMENT OF ONE OR
		MORE PERFORMANCE GOALS.
	 

	 
		(B)
	 

	 
		FORFEITURE.  SUBJECT TO SECTION 7, UPON TERMINATION OF
		SERVICE TO THE COMPANY (OR, IF THE PARTICIPANT IS AN EMPLOYEE OF THE MANAGER,
		EMPLOYMENT WITH THE MANAGER) PRIOR TO THE VESTING OF RSUS, OR UPON FAILURE TO
		SATISFY ANY OTHER CONDITIONS PRECEDENT TO THE DELIVERY OF STOCK OR CASH TO
		WHICH SUCH RSUS RELATE, ALL RSUS AND ANY ACCRUED BUT UNPAID DIVIDEND
		EQUIVALENTS THAT ARE THEN SUBJECT TO DEFERRAL OR RESTRICTION SHALL BE
		FORFEITED; PROVIDED, THAT THE BOARD MAY PROVIDE, BY RULE OR REGULATION OR IN
		ANY AWARD AGREEMENT, OR MAY DETERMINE IN ANY INDIVIDUAL CASE, THAT RESTRICTIONS
		OR FORFEITURE CONDITIONS RELATING TO RSUS WILL BE WAIVED IN WHOLE OR IN PART IN
		THE EVENT OF TERMINATION RESULTING FROM SPECIFIED CAUSES, AND THE BOARD MAY IN
		OTHER CASES WAIVE IN WHOLE OR IN PART THE FORFEITURE OF RSUS.
	 

	 
		(C)
	 

	 
		DIVIDEND EQUIVALENTS.  UNLESS OTHERWISE DETERMINED BY THE
		BOARD, RSUS SHALL BE CREDITED WITH DIVIDEND EQUIVALENTS AT SUCH TIME AS
		DIVIDENDS, WHETHER IN THE FORM OF CASH, STOCK OR OTHER PROPERTY, ARE PAID WITH
		RESPECT TO THE STOCK.  UNLESS OTHERWISE DETERMINED BY THE BOARD, ANY SUCH
		DIVIDEND EQUIVALENTS SHALL BE PAID ON THE DIVIDEND PAYMENT DATE TO THE
		PARTICIPANT AS THOUGH EACH RSU HELD BY SUCH PARTICIPANT WERE A SHARE OF
		OUTSTANDING STOCK. 
	 

	 
		(V)
	 

	 
		OTHER STOCK-BASED AWARDS.  THE BOARD IS AUTHORIZED TO
		GRANT AWARDS TO PARTICIPANTS IN THE FORM OF OTHER STOCK-BASED AWARDS, AS DEEMED
		BY THE BOARD TO BE CONSISTENT WITH THE PURPOSES OF THE PLAN.  AWARDS
		GRANTED PURSUANT TO THIS PARAGRAPH MAY BE GRANTED WITH VESTING, VALUE AND/OR
		PAYMENT CONTINGENT UPON THE ATTAINMENT OF ONE OR MORE PERFORMANCE GOALS.
		 THE BOARD SHALL DETERMINE THE TERMS AND CONDITIONS OF SUCH AWARDS AT THE
		DATE OF GRANT OR THEREAFTER.  WITHOUT LIMITING THE GENERALITY OF THIS
		PARAGRAPH, OTHER STOCK-BASED AWARDS MAY INCLUDE GRANTS OF SHARES OF STOCK THAT
		ARE NOT SUBJECT TO ANY RESTRICTIONS OR A SUBSTANTIAL RISK OF FORFEITURE.
	 

	 
		
	 

	 
		7.
	 

	 
		ACCELERATION OF AWARDS UPON CERTAIN TERMINATIONS OF SERVICE.
		 
	 

	 
		(A)
	 

	 
		DIRECTORS.  UNLESS OTHERWISE DETERMINED BY THE BOARD AND
		SET FORTH IN AN INDIVIDUAL AWARD AGREEMENT, IN THE EVENT THAT THE SERVICE TO
		THE COMPANY OF A PARTICIPANT WHO IS AN INDEPENDENT DIRECTOR IS TERMINATED BY
		THE COMPANY OTHER THAN PURSUANT TO A REMOVAL FOR CAUSE, ANY AWARD HELD BY SUCH
		PARTICIPANT THAT WAS NOT PREVIOUSLY VESTED AND/OR EXERCISABLE SHALL BECOME
		FULLY VESTED AND/OR 
	 

	 
		
 

	 

	 
		 11
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		EXERCISABLE, AND ANY PERFORMANCE CONDITIONS IMPOSED WITH RESPECT TO
		SUCH AWARD SHALL BE DEEMED TO BE FULLY ACHIEVED.
	 

	 
		(B)
	 

	 
		MANAGER EMPLOYEES.  UNLESS OTHERWISE DETERMINED BY THE
		BOARD AND SET FORTH IN AN INDIVIDUAL AWARD AGREEMENT, UPON TERMINATION OR
		NON-RENEWAL OF THE MANAGEMENT AGREEMENT OTHER THAN FOR CAUSE (AS
		“CAUSE” IS DEFINED IN THE MANAGEMENT AGREEMENT), ANY AWARD HELD BY A
		PARTICIPANT WHO IS AN EMPLOYEE OF THE MANAGER THAT WAS NOT PREVIOUSLY VESTED
		AND/OR EXERCISABLE SHALL BECOME FULLY VESTED AND/OR EXERCISABLE, AND ANY
		PERFORMANCE CONDITIONS IMPOSED WITH RESPECT TO SUCH AWARD SHALL BE DEEMED TO BE
		FULLY ACHIEVED.  
	 

	 
		
	 

	 
		8.
	 

	 
		CHANGE IN CONTROL.
	 

	 
		(A)
	 

	 
		THE BOARD SHALL HAVE FULL AUTHORITY TO DETERMINE THE EFFECT, IF ANY,
		OF A CHANGE IN CONTROL OF THE COMPANY ON THE VESTING, EXERCISABILITY,
		SETTLEMENT, PAYMENT OR LAPSE OF RESTRICTIONS APPLICABLE TO AN AWARD, WHICH
		EFFECT MAY BE SPECIFIED IN THE APPLICABLE AWARD AGREEMENT OR DETERMINED AT A
		SUBSEQUENT TIME.  SUBJECT TO APPLICABLE LAWS, RULES AND REGULATIONS, THE
		BOARD SHALL, AT ANY TIME PRIOR TO, COINCIDENT WITH OR AFTER THE EFFECTIVE TIME
		OF A CHANGE IN CONTROL, TAKE SUCH ACTIONS AS IT MAY CONSIDER APPROPRIATE,
		INCLUDING, WITHOUT LIMITATION:  (A) PROVIDING FOR THE ACCELERATION OF ANY
		VESTING CONDITIONS RELATING TO THE EXERCISE OR SETTLEMENT OF AN AWARD OR THAT
		AN AWARD SHALL TERMINATE OR EXPIRE UNLESS EXERCISED OR SETTLED IN FULL ON OR
		BEFORE A DATE FIXED BY THE COMMITTEE; (B) MAKING SUCH ADJUSTMENTS TO THE AWARDS
		THEN OUTSTANDING AS THE COMMITTEE DEEMS APPROPRIATE TO REFLECT SUCH CHANGE IN
		CONTROL; (C) CAUSING THE AWARDS THEN OUTSTANDING TO BE ASSUMED, OR NEW RIGHTS
		SUBSTITUTED THEREFOR, BY THE SURVIVING CORPORATION IN SUCH CHANGE IN CONTROL;
		OR (D) PERMIT OR REQUIRE PARTICIPANTS TO SURRENDER OUTSTANDING OPTIONS AND
		STOCK APPRECIATION RIGHTS IN EXCHANGE FOR A CASH PAYMENT EQUAL TO THE
		DIFFERENCE BETWEEN THE HIGHEST PRICE PAID FOR A SHARE IN THE CHANGE IN CONTROL
		TRANSACTION AND THE EXERCISE PRICE OF THE AWARD. IN ADDITION, EXCEPT AS
		OTHERWISE SPECIFIED IN AN AWARD AGREEMENT:  
	 

	 
		(I)
	 

	 
		ANY AND ALL OPTIONS AND STOCK APPRECIATION RIGHTS OUTSTANDING AS OF
		THE EFFECTIVE DATE OF THE CHANGE IN CONTROL SHALL BECOME IMMEDIATELY
		EXERCISABLE, AND SHALL REMAIN EXERCISABLE UNTIL THE EARLIER OF THE EXPIRATION
		OF THEIR INITIAL TERM OR THE SECOND (2ND) ANNIVERSARY OF THE PARTICIPANT’S
		TERMINATION OF EMPLOYMENT;  
	 

	 
		(II)
	 

	 
		ANY RESTRICTIONS IMPOSED ON RESTRICTED STOCK AND RESTRICTED STOCK
		UNITS OUTSTANDING AS OF THE EFFECTIVE DATE OF THE CHANGE IN CONTROL SHALL
		LAPSE;  
	 

	 
		(III)
	 

	 
		THE VESTING OF ALL AWARDS DENOMINATED IN SHARES OF STOCK OUTSTANDING
		AS OF THE EFFECTIVE DATE OF THE CHANGE IN CONTROL SHALL BE ACCELERATED.
		 
	 

	 
		(B)
	 

	 
		NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN OR ANY AWARD
		AGREEMENT, THE PROVISIONS OF THIS SECTION 8 MAY NOT BE TERMINATED, AMENDED, OR
		MODIFIED UPON OR AFTER A CHANGE IN CONTROL IN A MANNER THAT WOULD ADVERSELY
		AFFECT A PARTICIPANT’S RIGHTS WITH 
	 

	 
		
 

	 

	 
		 12
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		RESPECT TO AN OUTSTANDING AWARD WITHOUT THE PRIOR WRITTEN CONSENT OF
		THE PARTICIPANT.
	 

	 
		
	 

	 
		9.
	 

	 
		GENERAL PROVISIONS.
	 

	 
		(A)
	 

	 
		NONTRANSFERABILITY.  UNLESS OTHERWISE PROVIDED IN AN AWARD
		AGREEMENT, AWARDS SHALL NOT BE TRANSFERABLE BY A PARTICIPANT EXCEPT BY WILL OR
		THE LAWS OF DESCENT AND DISTRIBUTION AND SHALL BE EXERCISABLE DURING THE
		LIFETIME OF A PARTICIPANT ONLY BY SUCH PARTICIPANT OR HIS GUARDIAN OR LEGAL
		REPRESENTATIVE.
	 

	 
		(B)
	 

	 
		NO RIGHT TO CONTINUED SERVICE, ETC.  NOTHING IN THE PLAN
		OR IN ANY AWARD, ANY AWARD AGREEMENT OR OTHER AGREEMENT ENTERED INTO PURSUANT
		HERETO SHALL CONFER UPON ANY PARTICIPANT THE RIGHT TO CONTINUE AS A DIRECTOR
		OF, OR CONTINUE TO PROVIDE SERVICES TO, THE COMPANY OR ANY PARENT, SUBSIDIARY
		OR AFFILIATE OF THE COMPANY OR TO BE ENTITLED TO ANY REMUNERATION OR BENEFITS
		NOT SET FORTH IN THE PLAN OR SUCH AWARD AGREEMENT OR OTHER AGREEMENT OR TO
		INTERFERE WITH OR LIMIT IN ANY WAY THE RIGHT OF THE COMPANY TO TERMINATE SUCH
		PARTICIPANT'S SERVICE. 
	 

	 
		(C)
	 

	 
		TAXES.  THE COMPANY OR ANY PARENT OR SUBSIDIARY OF THE
		COMPANY IS AUTHORIZED TO WITHHOLD FROM ANY AWARD GRANTED, ANY PAYMENT RELATING
		TO AN AWARD UNDER THE PLAN, INCLUDING FROM A DISTRIBUTION OF STOCK, OR ANY
		OTHER PAYMENT TO A PARTICIPANT, AMOUNTS OF WITHHOLDING AND OTHER TAXES DUE IN
		CONNECTION WITH ANY TRANSACTION INVOLVING AN AWARD, AND TO TAKE SUCH OTHER
		ACTION AS THE BOARD MAY DEEM ADVISABLE TO ENABLE THE COMPANY AND PARTICIPANTS
		TO SATISFY OBLIGATIONS FOR THE PAYMENT OF WITHHOLDING TAXES AND OTHER TAX
		OBLIGATIONS RELATING TO ANY AWARD.  THIS AUTHORITY SHALL INCLUDE AUTHORITY
		TO WITHHOLD OR RECEIVE STOCK OR OTHER PROPERTY AND TO MAKE CASH PAYMENTS IN
		RESPECT THEREOF IN SATISFACTION OF A PARTICIPANT'S TAX OBLIGATIONS.  THE
		BOARD MAY PROVIDE IN THE AWARD AGREEMENT THAT IN THE EVENT THAT A PARTICIPANT
		IS REQUIRED TO PAY ANY AMOUNT TO BE WITHHELD IN CONNECTION WITH THE ISSUANCE OF
		SHARES OF STOCK IN SETTLEMENT OR EXERCISE OF AN AWARD, THE PARTICIPANT MAY
		SATISFY SUCH OBLIGATION (IN WHOLE OR IN PART) BY ELECTING TO HAVE THE COMPANY
		WITHHOLD A PORTION OF THE SHARES OF STOCK TO BE RECEIVED UPON SETTLEMENT OR
		EXERCISE OF SUCH AWARD THAT IS EQUAL TO THE MINIMUM AMOUNT REQUIRED TO BE
		WITHHELD.
	 

	 
		(D)
	 

	 
		EFFECTIVE DATE; AMENDMENT AND TERMINATION.  
	 

	 
		(I)
	 

	 
		THE PLAN SHALL TAKE EFFECT UPON THE EFFECTIVE DATE, SUBJECT TO THE
		APPROVAL OF THE COMPANY'S STOCKHOLDER(S).  
	 

	 
		(II)
	 

	 
		THE BOARD MAY AT ANY TIME AND FROM TIME TO TIME TERMINATE, AMEND,
		MODIFY OR SUSPEND THE PLAN IN WHOLE OR IN PART; PROVIDED, HOWEVER, THAT UNLESS
		OTHERWISE DETERMINED BY THE BOARD, AN AMENDMENT THAT REQUIRES STOCKHOLDER
		APPROVAL IN ORDER FOR THE PLAN TO COMPLY WITH ANY LAW, REGULATION OR STOCK
		EXCHANGE REQUIREMENT SHALL NOT BE EFFECTIVE UNLESS APPROVED BY THE REQUISITE
		VOTE OF STOCKHOLDERS.  THE BOARD MAY AT ANY TIME AND FROM TIME TO TIME
		AMEND ANY OUTSTANDING AWARD IN WHOLE OR IN 
	 

	 
		
 

	 

	 
		 13
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		PART.  NOTWITHSTANDING THE FOREGOING SENTENCE OF THIS CLAUSE
		(II), NO AMENDMENT OR MODIFICATION TO OR SUSPENSION OR TERMINATION OF THE PLAN
		OR AMENDMENT OF ANY AWARD (OTHER THAN AN AMENDMENT MADE FOR THE PLAN OR AN
		AWARD TO COMPLY WITH SECTION 409A OF THE CODE) SHALL AFFECT ADVERSELY ANY OF
		THE RIGHTS OF ANY PARTICIPANT, WITHOUT SUCH PARTICIPANT'S CONSENT, UNDER ANY
		AWARD THERETOFORE GRANTED UNDER THE PLAN.
	 

	 
		(E)
	 

	 
		EXPIRATION OF PLAN.  UNLESS EARLIER TERMINATED BY THE
		BOARD PURSUANT TO THE PROVISIONS OF THE PLAN, THE PLAN SHALL EXPIRE ON THE
		TENTH ANNIVERSARY OF THE EFFECTIVE DATE.  NO AWARDS SHALL BE GRANTED UNDER
		THE PLAN AFTER SUCH EXPIRATION DATE.  THE EXPIRATION OF THE PLAN SHALL NOT
		AFFECT ADVERSELY ANY OF THE RIGHTS OF ANY PARTICIPANT, WITHOUT SUCH
		PARTICIPANT'S CONSENT, UNDER ANY AWARD THERETOFORE GRANTED.
	 

	 
		(F)
	 

	 
		DEFERRALS.  THE BOARD SHALL HAVE THE AUTHORITY TO
		ESTABLISH SUCH PROCEDURES AND PROGRAMS THAT IT DEEMS APPROPRIATE TO PROVIDE
		PARTICIPANTS WITH THE ABILITY TO DEFER RECEIPT OF CASH, STOCK OR OTHER PROPERTY
		PAYABLE WITH RESPECT TO AWARDS GRANTED UNDER THE PLAN.
	 

	 
		(G)
	 

	 
		NO RIGHTS TO AWARDS.  NO PARTICIPANT SHALL HAVE ANY CLAIM
		TO BE GRANTED ANY AWARD UNDER THE PLAN.  THERE IS NO OBLIGATION FOR
		UNIFORMITY OF TREATMENT AMONG PARTICIPANTS.  
	 

	 
		(H)
	 

	 
		UNFUNDED STATUS OF AWARDS.  THE PLAN IS INTENDED TO
		CONSTITUTE AN "UNFUNDED" PLAN FOR INCENTIVE AND DEFERRED COMPENSATION.
		 WITH RESPECT TO ANY PAYMENTS NOT YET MADE TO A PARTICIPANT PURSUANT TO AN
		AWARD, NOTHING CONTAINED IN THE PLAN OR ANY AWARD SHALL GIVE ANY SUCH
		PARTICIPANT ANY RIGHTS THAT ARE GREATER THAN THOSE OF A GENERAL CREDITOR OF THE
		COMPANY.
	 

	 
		(I)
	 

	 
		NOT BENEFIT PLAN COMPENSATION.  PAYMENTS AND OTHER
		BENEFITS RECEIVED BY A PARTICIPANT UNDER AN AWARD MADE PURSUANT TO THE PLAN
		SHALL NOT BE DEEMED A PART OF THE PARTICIPANT’S COMPENSATION FOR PURPOSES
		OF DETERMINING THE PARTICIPANT’S BENEFITS UNDER ANY OTHER EMPLOYEE BENEFIT
		PLANS OR ARRANGEMENTS PROVIDED BY THE COMPANY, THE MANAGER OR AN AFFILIATE OF
		THE MANAGER, EXCEPT WHERE THE BOARD EXPRESSLY PROVIDES OTHERWISE IN
		WRITING.
	 

	 
		(J)
	 

	 
		NO FRACTIONAL SHARES.  NO FRACTIONAL SHARES OF STOCK SHALL
		BE ISSUED OR DELIVERED PURSUANT TO THE PLAN OR ANY AWARD.  THE BOARD SHALL
		DETERMINE WHETHER CASH, OTHER AWARDS OR OTHER PROPERTY SHALL BE ISSUED OR PAID
		IN LIEU OF SUCH FRACTIONAL SHARES OR WHETHER SUCH FRACTIONAL SHARES OR ANY
		RIGHTS THERETO SHALL BE FORFEITED OR OTHERWISE ELIMINATED.
	 

	 
		(K)
	 

	 
		REGULATIONS AND OTHER APPROVALS.
	 

	 
		(I)
	 

	 
		THE OBLIGATION OF THE COMPANY TO SELL OR DELIVER STOCK WITH RESPECT TO
		ANY AWARD GRANTED UNDER THE PLAN SHALL BE SUBJECT TO ALL APPLICABLE LAWS, RULES
		AND REGULATIONS, INCLUDING ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS,
		AND THE OBTAINING OF ALL SUCH APPROVALS BY 
	 

	 
		
 

	 

	 
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		GOVERNMENTAL AGENCIES AS MAY BE DEEMED NECESSARY OR APPROPRIATE BY THE
		BOARD.
	 

	 
		(II)
	 

	 
		EACH AWARD IS SUBJECT TO THE REQUIREMENT THAT, IF AT ANY TIME THE
		BOARD DETERMINES, IN ITS ABSOLUTE DISCRETION, THAT THE LISTING, REGISTRATION OR
		QUALIFICATION OF STOCK ISSUABLE PURSUANT TO THE PLAN IS REQUIRED BY ANY
		SECURITIES EXCHANGE OR UNDER ANY STATE OR FEDERAL LAW, OR THE CONSENT OR
		APPROVAL OF ANY GOVERNMENTAL REGULATORY BODY IS NECESSARY OR DESIRABLE AS A
		CONDITION OF, OR IN CONNECTION WITH, THE GRANT OF AN AWARD OR THE ISSUANCE OF
		STOCK, NO SUCH AWARD SHALL BE GRANTED OR PAYMENT MADE OR STOCK ISSUED, IN WHOLE
		OR IN PART, UNLESS LISTING, REGISTRATION, QUALIFICATION, CONSENT OR APPROVAL
		HAS BEEN EFFECTED OR OBTAINED FREE OF ANY CONDITIONS NOT ACCEPTABLE TO THE
		BOARD.
	 

	 
		(III)
	 

	 
		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 STOCK
		SHALL BE RESTRICTED AGAINST TRANSFER TO THE EXTENT REQUIRED BY THE SECURITIES
		ACT OR REGULATIONS THEREUNDER, AND THE BOARD MAY REQUIRE A PARTICIPANT
		RECEIVING STOCK PURSUANT TO THE PLAN, AS A CONDITION PRECEDENT TO RECEIPT OF
		SUCH STOCK, TO REPRESENT TO THE COMPANY IN WRITING THAT THE STOCK ACQUIRED BY
		SUCH PARTICIPANT IS ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A VIEW TO
		DISTRIBUTION.
	 

	 
		(IV)
	 

	 
		THE BOARD MAY REQUIRE A PARTICIPANT RECEIVING STOCK PURSUANT TO THE
		PLAN, AS A CONDITION PRECEDENT TO RECEIPT OF SUCH STOCK, TO ENTER INTO A
		STOCKHOLDER AGREEMENT OR "LOCK-UP" AGREEMENT IN SUCH FORM AS THE BOARD SHALL
		DETERMINE IS NECESSARY OR DESIRABLE TO FURTHER THE COMPANY'S INTERESTS.
	 

	 
		(L)
	 

	 
		REGISTRATION ON FORM S-8.  THE COMPANY SHALL FILE WITH THE
		SECURITIES AND EXCHANGE COMMISSION A REGISTRATION STATEMENT ON FORM S-8 WITH
		RESPECT TO THE SECURITIES TO BE OFFERED TO PARTICIPANTS UNDER THE PLAN AND
		SHALL DURING THE TERM OF THE PLAN KEEP SUCH REGISTRATION STATEMENT
		EFFECTIVE.
	 

	 
		(M)
	 

	 
		SECTION 409A.  WITH RESPECT TO AWARDS SUBJECT TO SECTION
		409A OF THE CODE, THE PLAN IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF
		SECTION 409A.  IF ANY PROVISION OF THE PLAN OR ANY TERM OR CONDITION OF
		ANY AWARD WOULD OTHERWISE FRUSTRATE OR CONFLICT WITH THIS INTENT, THE
		PROVISION, TERM, OR CONDITION WILL BE AMENDED BY THE BOARD OR COMMITTEE IN ITS
		DISCRETION TO COMPLY WITH SECTION 409A OF THE CODE.
	 

	 
		(N)
	 

	 
		GOVERNING LAW.  THE PLAN AND ALL DETERMINATIONS MADE AND
		ACTIONS TAKEN PURSUANT HERETO SHALL BE GOVERNED BY THE LAWS OF MARYLAND WITHOUT
		GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
	 

	 
		
 

	 

	 
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