Exhibit 10.7
	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		FORM OF
 CARE INVESTMENT TRUST INC.
	 

	 
		MANAGER EQUITY PLAN
	 

	 
		

	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		FORM OF

	 
		CARE INVESTMENT TRUST INC.
	 

	 
		MANAGER EQUITY PLAN
	 

	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
			 
				 
			 

		  	
			 
				Section
			 

		  	
			 
				Page
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				1.
			 

		  	
			 
				Purpose; Types of Awards; Construction.
			 

		  	
			 
				1
			 

		  
	
			 
				2.
			 

		  	
			 
				Definitions.
			 

		  	
			 
				1
			 

		  
	
			 
				3.
			 

		  	
			 
				Administration.
			 

		  	
			 
				3
			 

		  
	
			 
				4.
			 

		  	
			 
				Eligibility.
			 

		  	
			 
				4
			 

		  
	
			 
				5.
			 

		  	
			 
				Stock Subject to the Plan.
			 

		  	
			 
				4
			 

		  
	
			 
				6.
			 

		  	
			 
				Terms of Awards.
			 

		  	
			 
				5
			 

		  
	
			 
				7.
			 

		  	
			 
				Termination of Management Agreement.
			 

		  	
			 
				11
			 

		  
	
			 
				8.
			 

		  	
			 
				Change in Control.
			 

		  	
			 
				11
			 

		  
	
			 
				9.
			 

		  	
			 
				General Provisions.
			 

		  	
			 
				12
			 

		  


	 
		

	 

	 
		

	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 


		FORM OF

	 
		CARE INVESTMENT TRUST INC.
	 

	 
		MANAGER EQUITY PLAN
	 

	 
		
	 

	 
		1.
	 

	 
		Purpose; Types of Awards; Construction.
	 

	 
		The purposes of the Care Investment Trust Inc. Manager Equity Plan (the
		“Plan”) are to issue equity-based incentives to CIT Healthcare LLC, a
		Delaware limited liability company, or any successor thereto (the
		“Manager”),which may in turn issue incentives to the employees of the
		Manager or of the Manager's Affiliates in order to increase their efforts on
		behalf of the Company and its subsidiaries 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.
	 

	 
		(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
	 

	 
		
 

	 

	 
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		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)
	 

	 
		"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.
	 

	 
		(m)
	 

	 
		"Option" means a right, granted to the Manager under Section 6(b)(i), to
		purchase shares of Stock.
	 

	 
		(n)
	 

	 
		"Other Stock-Based Award" means a right or other interest granted to the
		Manager 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.
	 

	 
		(o)
	 

	 
		"Plan" means this Care Investment Trust Inc. Manager Equity Plan,
		as amended from time to time.
	 

	 
		(p)
	 

	 
		"Restricted Stock" means an Award of shares of Stock to the Manager under
		Section 6(b)(iii) that may be subject to certain restrictions and to a risk of
		forfeiture.
	 

	 
		(q)
	 

	 
		"Restricted Stock Unit" or "RSU" means a right granted to the Manager
		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.
	 

	 
		(r)
	 

	 
		"Securities Act" means the Securities Act of 1933, as amended from time
		to time, and the rules and regulations promulgated thereunder.
	 

	 
		(s)
	 

	 
		"Stock" means shares of the common stock, par value $0.001 per share, of
		the Company.
	 

	 
		(t)
	 

	 
		"Stock Appreciation Right" or "SAR" means the right granted to the
		Manager 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
	 

	 
		
 

	 

	 
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		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 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 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, the Manager or any Affiliate of the
		Company or the Manager (or any person claiming any rights under the Plan from
		or through the Manager) and any stockholder.  Notwithstanding any
		provision of the Plan or any Award Agreement to the contrary, except as
		provided in the second paragraph of Section 5, neither the Board nor the
		Committee may take any action which would have the effect of reducing the
		aggregate exercise, base or purchase price of any Award without obtaining the
		approval of the Company's stockholders.
	 

	 
		
	 

	 
		4.
	 

	 
		Eligibility.
	 

	 
		Awards may be granted to the Manager in the discretion of the Board.
		 In determining 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 1,505,000, subject to adjustment as provided herein.
		 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
	 

	 
		
 

	 

	 
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		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 the Manager or
		other Award holder or withheld by the Company to pay the exercise price of an
		Award or to satisfy the Manager’s or the Award holder’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.
	 

	 
		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 the Manager 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
	 

	 
		
 

	 

	 
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		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 the
		Manager on the following terms and conditions:
	 

	 
		(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 Manager, 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 Manager have been owned by the Manager for at least six
		months as of the date of exercise.  An Award Agreement may provide that
		the Manager 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
	 

	 
		
 

	 

	 
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		the Option has become exercisable, by giving written notice of such
		exercise to the Board or its designated agent.
	 

	 
		(C)
	 

	 
		Termination of Services.  Subject to Section 7, an Option may
		not be exercised unless the Manager is then providing services to the Company
		pursuant to the Management Agreement; provided, that the Award Agreement may
		contain provisions extending the exercisability of Options, in the event of the
		termination of the Management Agreement, 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
		the Manager if the shares of Stock underlying such Option 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 the Manager 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 Manager 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
	 

	 
		
 

	 

	 
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		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 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 Services.  Subject to Section 7, an SAR may
		not be exercised unless the Manager is then providing services to the Company
		pursuant to the Management Agreement; provided, that the Award Agreement may
		contain provisions extending the exercisability of Options, in the event of the
		termination of the Management Agreement, to a date not later than the
		expiration date of such SAR (or, in the case of a tandem SAR, its related
		Award).  
	 

	 
		(E)
	 

	 
		Section 409A of the Code.  An SAR may only be granted to the
		Manager if the shares of Stock underlying such SAR 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,
	 

	 
		
 

	 

	 
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		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 the Manager 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 the
		Management Agreement during the applicable restriction period, Restricted Stock
		and any accrued but unpaid dividends that are then subject to restrictions
		shall be forfeited; provided, that the Board may 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
		Manager, 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
	 

	 
		
 

	 

	 
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		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 the Manager, 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 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 the
		Management Agreement 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 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,
	 

	 
		
 

	 

	 
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		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 Manager or other Award holder as though each RSU held by such
		holder were a share of outstanding Stock.
	 

	 
		(v)
	 

	 
		Other Stock-Based Awards.  The Board is authorized to grant
		Awards to the Manager 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.
	 

	 
		Termination of Management Agreement.
	 

	 
		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 defined in the Management Agreement), any Award
		outstanding under the Plan 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 the Manager or other Award holders 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 of
		Stock in the
	 

	 
		
 

	 

	 
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		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 termination of the
		Management Agreement;
	 

	 
		(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 an
		Award holder’s rights with respect to an outstanding Award without the
		prior written consent of the Award holder.
	 

	 
		
	 

	 
		9.
	 

	 
		General Provisions.
	 

	 
		(a)
	 

	 
		Nontransferability.  Unless otherwise provided in an Award
		Agreement, Awards with respect to which vesting and/or exercisability
		requirements have not been met shall not be transferable by the Manager.
		 Options and SARs granted under the Plan shall be exercisable only by the
		Manager.
	 

	 
		(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 the Manager the right to provide services to the
		Company or any parent or subsidiary 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 the Management Agreement.
	 

	 
		(c)
	 

	 
		Taxes.  The Manager shall be solely responsible for the
		payment of any taxes that may become payable by the Manager which arise from
		the issuance, vesting or exercise of any Award granted to it by the Company
		under the Plan.
	 

	 
		(d)
	 

	 
		Effective Date; Amendment and Termination.  
	 

	 
		
 

	 

	 
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		(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 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 the Manager, without the
		Manager'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 the Manager, without the Manager's
		consent, under any Award theretofore granted.
	 

	 
		(f)
	 

	 
		No Rights to Awards.  The Manager shall not have any claim to
		be granted any Award under the Plan.  
	 

	 
		(g)
	 

	 
		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 the Manager pursuant to an
		Award, nothing contained in the Plan or any Award shall give any the Manager
		any rights that are greater than those of a general creditor of the Company.
	 

	 
		(h)
	 

	 
		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.
	 

	 
		
 

	 

	 
		13
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		(i)
	 

	 
		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 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)
	 

	 
		The Board may require the Manager 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.
	 

	 
		(j)
	 

	 
		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.
	 

	 
		(k)
	 

	 
		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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