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EXHIBIT 10.48





THE SECOND AMENDED AND RESTATED


1996 STOCK OPTION AND INCENTIVE PLAN


OF ARDEN REALTY, INC.


AND ARDEN REALTY LIMITED PARTNERSHIP





Arden Realty, Inc., a Maryland corporation, and Arden Realty Limited Partnership, a Maryland limited partnership, adopted The 1996 Stock
Option and Incentive Plan of Arden Realty, Inc. and Arden Realty Limited Partnership (the Plan), effective September 27, 1996, for the benefit of their eligible employees, consultants and directors which was amended and restated
effective as of May 23, 2000 and again as of September 20, 2001. The Plan consists of two plans, one for the benefit of the employees, consultants and directors of Arden Realty, Inc. and one for the benefit of the employees and consultants of Arden
Realty Limited Partnership.





The purposes of this Plan are as
follows:





(1)  To provide an additional incentive for
directors, key Employees and consultants to further the growth, development and financial success of the Company by personally benefiting through the ownership of Company stock and/or rights which recognize such growth, development and financial
success.





(2)  To enable the Company and the Partnership
to obtain and retain the services of directors, key Employees and consultants considered essential to the long range success of the Company by offering them an opportunity to own stock in the Company and/or rights which will reflect the growth,
development and financial success of the Company.





ARTICLE I.





DEFINITIONS





1.1    General.    Wherever the following terms are used in this Plan they shall have the meaning specified below, unless the context
clearly indicates otherwise.





1.2    Award
Limit.    Award Limit shall mean 425,000 shares of Common Stock.





1.3    Beneficiary.    Beneficiary shall mean the person or persons properly designated by the Optionee, including his
spouse or heirs at law, to exercise such Optionees rights under this Plan in the event of the Optionees death, or if the Optionee has not designated such person or persons, or such person or persons shall all have pre-deceased the
Optionee, the executor or administrator of the Optionees estate. Designation, revocation and redesignation of Beneficiaries must be made in writing in accordance with rules established by the Committee and shall be effective upon delivery to
the Committee.





1.4    Board.    Board shall mean the Board of Directors of the Company.





1.5    Capital Stock.    Capital Stock shall
mean all classes or series of stock of the Company.





1.6    Change in Control.Change in Control shall mean the occurrence of any of the following events:





| | (a)  the individuals constituting the Board as of the Effective Date (the Incumbent
Board) cease for any reason to constitute at least two-thirds (2/3rds) of the Board; provided, however, that if the
election, or nomination for election by the Companys stockholders, of any new director was approved by a vote of at least two-thirds (2/3rds) of the Incumbent Board, such new director shall be considered a member of the Incumbent Board;
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| | (b)  an acquisition of any voting securities of the Company (the Voting
Securities) by any person (as the term person is used for purposes of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended (the 1934 Act)) immediately after which such person has
beneficial ownership (within the meaning of Rule 13d3 promulgated under the 1934 Act) (Beneficial Ownership) of 20% or more of the combined voting power of the Companys then outstanding Voting Securities;
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| | (c)  approval by the stockholders of the Company of:
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| | (i)  a merger, consolidation, share exchange or reorganization involving the Company, unless
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| | (A)  the stockholders of the Company, immediately before such merger, consolidation, share
exchange or reorganization, own, directly or indirectly immediately following such merger, consolidation, share exchange or reorganization, at least 80% of the combined voting power of the outstanding voting securities of the corporation that is the
successor in such merger, consolidation, share exchange or reorganization (the Surviving Company) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation, share
exchange or reorganization; and
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| | (B)  the individuals who were members of the Incumbent Board immediately prior to the
execution of the agreement providing for such merger, consolidation, share exchange or reorganization constitute at least two-thirds (2/3rds) of the members of the board of directors of the Surviving Company;
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| | (ii)  a complete liquidation or dissolution of the Company; or
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| | (iii)  an agreement for the sale or other disposition of all or substantially all of the
assets of the Company; or
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| | (d)  any person is or becomes the Beneficial Owner of securities of the Company representing
ten percent (10%) or more of the combined voting power of the Companys then outstanding securities and (A) the identity of the Chief Executive Officer of the Company is changed during the period beginning sixty (60) days before the attainment
of the ten percent (10%) beneficial ownership and ending two (2) years thereafter, or (B) individuals constituting at least one-third (1/3) of the members of the Board at the beginning of such period shall leave the Board during the period beginning
sixty (60) days before the attainment of the ten percent (10%) beneficial ownership and ending two (2) years thereafter.
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1.8    Code.    Code shall mean the Internal Revenue Code of 1986, as amended.





1.9    Committee.    Committee shall mean the Compensation Committee of the Board, or another committee, or a
subcommittee of the Board, appointed as provided in Section 9.1.





1.10    Common Stock.    Common Stock shall mean the common stock of the Company, par value $.01 per share, and any
equity security of the Company issued or authorized to be issued in the future, but excluding any preferred stock and any warrants, options or other rights to purchase Common Stock. Debt securities of the Company convertible into Common Stock shall
be deemed equity securities of the Company.





1.11    Company.    Company shall mean Arden Realty, Inc., a Maryland corporation.





1.12    Company Employee.    Company Employee
shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company, or of any corporation which is then a Company Subsidiary.





1.13    Company Subsidiary.    Company Subsidiary shall mean any corporation in
an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50 percent or more of the total combined voting power of all classes




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of stock in one of the other corporations in such chain. Except with respect to Incentive Stock Options, Company Subsidiary shall also mean any partnership in which the Company and/or
any Company Subsidiary owns more than 50 percent of the capital or profits interests; provided, however, that Company Subsidiary shall not include the Partnership nor any Partnership Subsidiary.





1.14    Deferred Stock.    Deferred Stock
shall mean Common Stock awarded under Article VII of this Plan.





1.15    Director.    Director shall mean a member of the Board.





1.16    Dividend Equivalent.    Dividend
Equivalent shall mean a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common Stock, awarded under Article VII of this Plan.





1.17    Employee.    Employee shall mean any Company Employee or Partnership
Employee.





1.18    Exchange
Act.    Exchange Act shall mean the Securities Exchange Act of 1934, as amended.





1.19    Fair Market Value.    Fair Market Value of a share of Common Stock as of a given date shall be (i) the closing
price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on the trading day previous to such date, or if
shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (ii) if Common Stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, the mean
between the closing representative bid and asked prices for the Common Stock on the trading day previous to such date as reported by NASDAQ or such successor quotation system; or (iii) if Common Stock is not publicly traded on an exchange and not
quoted on NASDAQ or a successor quotation system, the Fair Market Value of a share of Common Stock as established by the Committee (or the Board, in the case of Options granted to Independent Directors) acting in good faith.





1.20    General Partner
Interest.    General Partner Interest shall mean an ownership interest in the Partnership that is a general partner interest and includes any and all benefits to which the holder of such an interest may be
entitled as provided in the Agreement of Limited Partnership of Arden Realty Limited Partnership, as amended, together with all obligations of such holder to comply with the terms and provisions of such agreement.





1.21    Grantee.    Grantee shall mean an Employee or consultant granted a Performance Award, Dividend Equivalent, Stock
Payment or Stock Appreciation Right, or an award of Deferred Stock, under this Plan.





1.22    Incentive Stock Option.    Incentive Stock Option shall mean an option which conforms to the applicable
provisions of Section 422 of the Code and which is designated as an Incentive Stock Option by the Committee.





1.23    Independent Director.    Independent Director shall mean a member of the Board who is not a Company Employee or a
Partnership Employee.





1.24    Non-Qualified
Stock Option.    Non-Qualified Stock Option shall mean an Option which is not designated as an Incentive Stock Option by the Committee.





1.25    Option.    Option shall mean a stock option granted under Article III
of this Plan. An Option granted under this Plan shall, as determined by the Committee, be either a Non-Qualified Stock Option or an Incentive Stock Option; PROVIDED, HOWEVER, that Options granted to Partnership Employees, Independent Directors and
consultants shall be Non-Qualified Stock Options.




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1.26    Optionee.    Optionee shall mean an Employee, consultant or Independent Director granted an Option under this
Plan.





1.27    Partnership.    Partnership shall mean Arden Realty Limited Partnership, a Maryland limited partnership.





1.28    Partnership
Agreement.    Partnership Agreement shall mean the amended and restated agreement of limited partnership of the Partnership dated as of October 9, 1996, as the same may be amended, modified or restated from time
to time.





1.29    Partnership
Employee.    Partnership Employee shall mean any officer, other employee (as defined in accordance with Section 3401(c) of the Code) or any self-employed partner of the Partnership, or any entity which is then a
Partnership Subsidiary.





1.30    Partnership
Optionee Purchased Shares.    Partnership Optionee Purchased Shares shall have the meaning set forth in Section 5.4.





1.31    Partnership Purchase Price.    Partnership Purchase Price shall have the meaning set forth
in Section 5.4.





1.32    Partnership
Purchased Shares.    Partnership Purchased Shares shall have the meaning set forth in Section 5.4.





1.33    Partnership Subsidiary.    Partnership Subsidiary shall mean any partnership in an unbroken chain of partnerships
beginning with the Partnership if each of the partnerships other than the last partnership in the unbroken chain then owns more than 50 percent of the capital or profits interests in one of the other partnerships. Partnership Subsidiary
shall also mean any corporation in which the Partnership and/or any Partnership Subsidiary owns stock possessing 50 percent or more of the total combined voting power of all classes of stock.





1.34    Performance Award.    Performance
Award shall mean a cash bonus, stock bonus or other performance or incentive award that is paid in cash, Common Stock or a combination of both, awarded under Article VII of this Plan.





1.35    Plan.    Plan shall mean The Second
Amended and Restated 1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden Realty Limited Partnership.





1.36    QDRO.    QDRO shall mean a qualified domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.





1.37    Restricted Stock.    Restricted Stock shall mean Common Stock awarded under Article VI of this Plan.





1.38    Restricted
Stockholder.    Restricted Stockholder shall mean an Employee, consultant or Independent Director granted an award of Restricted Stock under Article VI of this Plan.





1.39    Rule 16b-3.    Rule 16b-3 shall mean
that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.





1.40    Stock Appreciation Right.    Stock Appreciation Right shall mean a stock appreciation right granted under Article
VIII of this Plan.




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1.41    Stock Ownership Limit.    Stock Ownership Limit shall mean (i) the restrictions on ownership and transfer of
Common Stock provided in Article VII of the Companys Articles of Amendment and Restatement (the Restated Articles); and (ii) any other restrictions on ownership or transfer set forth in the Restated Articles.





1.42    Stock Payment.    Stock
Payment shall mean (i) a payment in the form of shares of Common Stock, or (ii) an option or other right to purchase shares of Common Stock, as part of a deferred compensation arrangement, made in lieu of all or any portion of the
compensation, including without limitation, salary, bonuses and commissions, that would otherwise become payable to a key Employee or consultant in cash, awarded under Article VII of this Plan.





1.43    Subsidiary.    Subsidiary shall mean
any Company Subsidiary or Partnership Subsidiary.





1.44    Termination of Consultancy.    Termination of Consultancy shall mean the time when the engagement of an Optionee,
Grantee or Restricted Stockholder as a consultant to the Company, a Company Subsidiary, the Partnership or a Partnership Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation,
discharge, death or retirement; but excluding terminations where there is a simultaneous commencement of employment with the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary. The Committee, in its absolute discretion,
shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a Termination of Consultancy resulted from a discharge for good cause, and all questions
of whether particular leaves of absence constitute Terminations of Consultancy. Notwithstanding any other provision of this Plan, the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary has an absolute and unrestricted
right to terminate a consultants service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.





1.45    Termination of Directorship.    Termination of Directorship shall mean
the time when an Optionee or Restricted Stockholder who is an Independent Director ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board,
in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent Directors.





1.46    Termination of Employment.    Termination of Employment shall mean the
time when the employee-employer relationship between an Optionee, Grantee or Restricted Stockholder and the Company, a Company Subsidiary, the Partnership or a Partnership Subsidiary is terminated for any reason, with or without cause, including,
but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding (i) terminations where there is a simultaneous reemployment or continuing employment of an Optionee, Grantee or Restricted
Stockholder by the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary, (ii) at the discretion of the Committee, terminations which result in a temporary severance of the employee-employer relationship, and (iii) at the
discretion of the Committee, terminations which are followed by the simultaneous establishment of a consulting relationship by the Company, a Company Subsidiary the Partnership or a Partnership Subsidiary with the former employee. The Committee, in
its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for good
cause, and all questions of whether particular leaves of absence constitute Terminations of Employment; PROVIDED, HOWEVER, that, with respect to Incentive Stock Options, a leave of absence, change in status from an employee to an independent
contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section
422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. Notwithstanding any other provision of this Plan, the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary has an absolute
and unrestricted right to terminate an Employees employment at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.




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ARTICLE II.





SHARES SUBJECT TO PLAN





2.1    Shares Subject to Plan.





| | (a)  The shares of stock subject to Options, awards of Restricted Stock, Performance Awards,
Dividend Equivalents, awards of Deferred Stock, Stock Payments or Stock Appreciation Rights shall be Common Stock, initially shares of the Companys Common Stock, par value $.01 per share. The aggregate number of such shares which may be issued
upon exercise of such options or rights or upon any such awards under the Plan shall not exceed six million five hundred thousand (6,500,000). The shares of Common Stock issuable upon exercise of such options or rights or upon any such awards may be
either previously authorized but unissued shares or treasury shares.
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| | (b)  The maximum number of shares which may be subject to options or Stock Appreciation
Rights granted under the Plan to any individual in any fiscal year shall not exceed the Award Limit. To the extent required by Section 162(m) of the Code, shares subject to Options which are canceled continue to be counted against the Award Limit.
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2.2    Add-back of
Options and Other Rights.    If any Option, or other right to acquire shares of Common Stock under any other award under this Plan, expires or is canceled without having been fully exercised, or is exercised in whole or in
part for cash as permitted by this Plan, the number of shares subject to such Option or other right but as to which such Option or other right was not exercised prior to its expiration, cancellation or exercise may again be optioned, granted or
awarded hereunder, subject to the limitations of Section 2.1. Shares of Common Stock which are delivered by the Optionee or Grantee or withheld by the Company upon the exercise of any Option or other award under this Plan, in payment of the exercise
price thereof, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1; PROVIDED, HOWEVER, that, no shares of Common Stock delivered or withheld upon the exercise of an Incentive Stock Option, in payment of the
exercise thereof, may again be optioned, granted or awarded if such action would cause the Option to fail to qualify as an Incentive Stock Option under Section 422 of the Code. If any share of Restricted Stock is forfeited by the Grantee or
repurchased by the Company pursuant to Section 6.6 hereof, such share may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1.





ARTICLE III.





GRANTING OF OPTIONS





3.1    Eligibility.    Any Employee or
consultant selected by the Committee pursuant to Section 3.4(a)(i) shall be eligible to be granted an Option. Each Independent Director of the Company shall be eligible to be granted Options at the times and in the manner set forth in Sections
3.4(d) and (e).





3.2    Disqualification For
Stock Ownership.    No person may be granted an Incentive Stock Option under this Plan if such person, at the time the Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any then existing Company Subsidiary unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code.





3.3    Qualification of Incentive Stock Options.No
Incentive Stock Option shall be granted unless such Option, when granted, qualifies as an incentive stock option under Section 422 of the Code. No Incentive Stock Option shall be granted to any person who is not an employee as defined in
Section 3401(c) of the Code.




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3.4    Granting of Options.





| | (a)  The Committee shall from time to time, in its absolute discretion, and subject to
applicable limitations of this Plan:
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| | (i)  Determine which Employees are key Employees and select from among the key Employees or
consultants (including Employees or consultants who have previously received Options or other awards under this Plan) such of them as in its opinion should be granted Options;
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| | (ii)  Subject to the Award Limit and the Stock Ownership Limit, determine the number of
shares to be subject to such Options granted to the selected key Employees or consultants;
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| | (iii)  Determine whether such Options are to be Incentive Stock Options or Non-Qualified
Stock Options and whether such Options are to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code; and
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| | (iv)  Determine the terms and conditions of such Options, consistent with this Plan;
PROVIDED, HOWEVER, that the terms and conditions of Options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall include, but not be limited to, such terms and conditions as may be necessary to
meet the applicable provisions of Section 162(m) of the Code.
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| | (b)  Upon the selection of a key Employee or consultant to be granted an Option, the
Committee shall instruct the Secretary of the Company to issue the Option and may impose such conditions on the grant of the Option as it deems appropriate. Without limiting the generality of the preceding sentence, the Committee may, in its
discretion and on such terms as it deems appropriate, require as a condition on the grant of an Option to an Employee or consultant that the Employee or consultant surrender for cancellation some or all of the unexercised Options, awards of
Restricted Stock or Deferred Stock, Performance Awards, Stock Appreciation Rights, Dividend Equivalents or Stock Payments or other rights which have been previously granted to him under this Plan or otherwise. An Option, the grant of which is
conditioned upon such surrender, may have an option price that is higher (but not lower) than the exercise price of such surrendered Option or other award, may cover the same (or a lesser or greater) number of shares as such surrendered Option or
other award, may contain such other terms as the Committee deems appropriate, subject to the Plan, and shall be exercisable in accordance with its terms, without regard to the number of shares, price, exercise period or any other term or condition
of such surrendered Option or other award.
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| | (c)  Any Incentive Stock Option granted under this Plan may be modified by the Committee to
disqualify such option from treatment as an incentive stock option under Section 422 of the Code.
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| | (d)  The Board shall from time to time, in its absolute discretion, and subject to applicable
limitations of the Plan:
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| | (i)  Select from among the Independent Directors (including Independent Directors who have
previously received Options under the Plan) such of them as in its opinion should be granted Options;
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| | (ii)  subject to the Award Limit, determine the number of shares to be subject to such
Options granted to the selected Independent Directors;
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| | (iii)  Subject to the provisions of Article 4 determine the terms and conditions of such
Options, consistent with the Plan.
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| | (e)  Notwithstanding subsection (d), during the term of the Plan and subject to the Stock
Ownership Limit, each person who is an Independent Director as of the date of the consummation of the initial public offering of Common Stock automatically shall be granted (i) an Option to purchase ten thousand (10,000) shares of Common Stock
(subject to adjustment as provided in Section 10.3) on the date of such initial public offering. During the term of the Plan, a person who is initially elected to the Board after the consummation of the initial public offering of Common Stock and
who is an Independent Director at the time of such initial election automatically shall be granted (i) an Option to purchase ten thousand
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| | (10,000) shares of Common Stock (subject to adjustment as provided in Section 10.3) on the date of such initial election. Members of the Board who are employees of the Company who subsequently
retire from the Company and remain on the Board will not receive an initial Option grant pursuant to clause (i) of the preceding sentence, but to the extent that they are otherwise eligible, will receive, after retirement from employment with the
Company, Options as described in clause (ii) of the preceding sentence. All the foregoing Option grants authorized by this Section 3.4(e) are subject to stockholder approval of the Plan.
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ARTICLE IV.





TERMS OF
OPTIONS





4.1    Option
Agreement.    Each Option shall be evidenced by a written Stock Option Agreement, which shall be executed by the Optionee and an authorized officer of the Company and which shall contain such terms and conditions as the
Committee (or the Board, in the case of Options granted to Independent Directors) shall determine, consistent with this Plan. Stock Option Agreements evidencing Options intended to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Stock Option Agreements evidencing Incentive Stock Options shall contain such terms and conditions
as may be necessary to meet the applicable provisions of Section 422 of the Code.





4.2    Option Price.    The price per share of the shares subject to each Option shall be set by the Committee; PROVIDED, HOWEVER,
that such price shall be no less than the par value of a share of Common Stock unless otherwise permitted by applicable state law, and (i) in the case of Incentive Stock Options and Options intended to qualify as performance-based compensation as
described in Section 162(m)(4)(C) of the Code, such price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted; (ii) in the case of Incentive Stock Options granted to an individual then
owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any Company Subsidiary such price shall not be less than 110% of the Fair Market Value of a share of
Common Stock on the date the Option is granted; and (iii) in the case of Options granted to Independent Directors, such price shall equal 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted; PROVIDED, HOWEVER,
that the price of each share subject to each Option granted to Independent Directors on the date of the initial public offering of Common Stock shall equal the initial public offering price (net of underwriting discounts and commissions) per share
of Common Stock.





4.3Option
Term.    The term of an Option shall be set by the Committee in its discretion; PROVIDED, HOWEVER, that, (i) in the case of Options granted to Independent Directors, the term shall be ten (10) years from the date the Option
is granted, without variation or acceleration hereunder, and (ii) in the case of Incentive Stock Options, the term shall not be more than ten (10) years from the date the Incentive Stock Option is granted, or five (5) years from such date if the
Incentive Stock Option is granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any Company Subsidiary. Except as limited by
requirements of Section 422 of the Code and regulations and rulings thereunder applicable to Incentive Stock Options, the Committee may extend the term of any outstanding Option in connection with any Termination of Employment or Termination of
Consultancy of the Optionee, or amend any other term or condition of such Option relating to such a termination.





4.4    Option Vesting.





| | (a)  The period during which the right to exercise an Option in whole or in part vests in the
Optionee shall be set by the Committee (or the Board, in the case of options granted to Independent Directors) and the Committee (or the Board, in the case of options granted to Independent Directors) may determine that an Option may not be
exercised in whole or in part for a specified period after it is granted; PROVIDED, HOWEVER, that, unless the Committee (or the Board, in the case of options granted to Independent
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| | Directors) otherwise provides in the terms of the Option or otherwise, no Option shall be exercisable by any Optionee who is then subject to Section 16 of the Exchange Act within the period
ending six months and one day after the date the Option is granted. At any time after grant of an Option, the Committee (or the Board, in the case of options granted to Independent Directors) may, in its sole and absolute discretion and subject to
whatever terms and conditions it selects, accelerate the period during which an Option vests.
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| | (b)  No portion of an Option which is unexercisable at Termination of Employment, Termination
of Directorship or Termination of Consultancy, as applicable, shall thereafter become exercisable, except as may be otherwise provided by the Committee in the case of Options granted to Employees or consultants (or the Board, in the case of options
granted to Independent Directors) either in the Stock Option Agreement or by action of the Committee (or the Board, in the case of options granted to Independent Directors) following the grant of the Option.
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| | (c)  To the extent that the aggregate Fair Market Value of stock with respect to which
incentive stock options (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by an Optionee during any calendar year (under the Plan and all other incentive
stock option plans of the Company and any Company Subsidiary) exceeds $100,000, such Options shall be treated as Non-Qualified Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied
by taking Options into account in the order in which they were granted. For purposes of this Section 4.4(c), the Fair Market Value of stock shall be determined as of the time the Option with respect to such stock is granted.
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4.5    No Right to Continue as
Employee, Director or Consultant.    Nothing in this Plan or in any Stock Option Agreement hereunder shall confer upon any Optionee any right to continue in the employ of, or as a consultant for, the Company, any Company
Subsidiary, the Partnership or any Partnership Subsidiary, or as a director of the Company, or shall interfere with or restrict in any way the rights of the Company, any Company Subsidiary, the Partnership and any Partnership Subsidiary, which are
hereby expressly reserved, to discharge any Optionee at any time for any reason whatsoever, with or without good cause.





4.6    Exercise of Option After Termination of Employment or Directorship.





| | (a)  An Option granted to an Employee is exercisable by an Optionee only while the Optionee
is an Employee. The preceding notwithstanding, the Committee may determine that an Option granted to an Employee may be exercised subsequent to an Optionees Termination of Employment, subject to the following limitations:
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| | (i)  If the Optionee dies while an Option is exercisable under the terms of this Plan, the
Optionees Beneficiary may exercise such rights, to the extent the Optionee could have done so immediately preceding his death. Any such Option must be exercised within twelve (12) months after the Optionees death and the Committee may in
its sole and absolute discretion extend such period to accommodate such exercise; or
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| | (ii)  If the Optionees Termination of Employment is due to the Optionees
permanent and total disability, as defined in Section 22(e)(3) of the Code, the Optionee may exercise his Option, to the extent exercisable as of the Optionees Termination of Employment, within twelve (12) months after termination; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)  If the Optionees employment is terminated for any reason other than those set
forth in subsections (i) or (ii) above, the Optionee may exercise his Option, to the extent exercisable as of his Termination of Employment, within three (3) months after Termination of Employment, unless the Employee dies within said three-month
period.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)  Notwithstanding (i) through (iii) above, an Option may not be exercised later than the
Options Expiration Date.
| | ----------------------------------------------------------------------------------------------------------------------



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| | (b)  No Option granted to an Independent Director may be exercised to any extent by anyone
after the first to occur of the following events:
| | --------------------------------------------------------------------------------------------------------------------------------------------




| | (i)  The expiration of twelve (12) months from the date of the Optionees death; or
| | -----------------------------------------------------------------------------------




| | (ii)  The expiration of twelve (12) months from the date of the Optionees Termination
of Directorship by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)  The expiration of three (3) months from the date of the Optionees Termination of
Directorship for any reason other than such Optionees death or his permanent and total disability, unless the Optionee dies within said three-month period.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)  Notwithstanding (i) through (iii) above, an Option may not be exercised later than the
Options Expiration Date.
| | ----------------------------------------------------------------------------------------------------------------------




4.7    Consideration.In consideration of the granting of a Non-Qualified Stock Option, the Optionee shall agree, in the written
Stock Option Agreement, to remain in the employ of the Company, a Company Subsidiary, the Partnership or a Partnership Subsidiary (or to serve as an Independent Director of the Company) for a period of at least one year after the Non-Qualified Stock
Option is granted (or until the next annual meeting of the stockholders of the Company, in the case of an Independent Director). In consideration of the granting of an Incentive Stock Option, the Optionee shall agree, in the written Stock Option
Agreement, to remain in the employ of the Company or a Company Subsidiary for a period of at least one year after the Incentive Stock Option is granted. Nothing in this Plan or in any Stock Option Agreement hereunder shall confer upon any Optionee
any right to continue in the employ of the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary or as a director of the Company.





ARTICLE V.





EXERCISE OF OPTIONS





5.1Partial Exercise.An exercisable Option may be
exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Committee (or the Board, in the case of Options granted to Independent Directors) may require that, by the terms of the Option, a
partial exercise be with respect to a minimum number of shares.





5.2    Manner of Exercise.    All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company or his office:





| | (a)  A written notice complying with the applicable rules established by the Committee (or
the Board in the case of Options granted to Independent Directors), the Company or the Partnership stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the
Option or such portion;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b)  Such representations and documents as the Committee (or the Board, in the case of
Options granted to Independent Directors), in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or
regulations. The Committee or Board may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer
notices to agents and registrars;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)  In the event that the Option shall be exercised pursuant to Section 10.1 by any person
or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (d)  Full cash payment to (i) the Secretary of the Company for the shares with respect to
which the Option, or portion thereof, is exercised. However, the Committee (or the Board, in the case of Options granted to Independent Directors), may in its discretion (i) allow a delay in payment up to thirty (30) days from the date the Option,
or portion thereof, is exercised; (ii) allow payment, in whole or in part, through the delivery of shares of Common Stock owned by the Optionee, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the
aggregate exercise price of the Option or exercised portion thereof; (iii) allow payment, in whole or in part, through the surrender of shares of Common Stock then issuable upon exercise of the Option having a Fair Market Value on the date of Option
exercise equal to the aggregate exercise price of the Option or exercised portion thereof; (iv) allow payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration; (v) allow payment, in
whole or in part, through the delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such terms as may be prescribed by the Committee
or the Board; (vi) allow payment, in whole or in part, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the
broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vii) allow payment through any combination of the consideration provided in the foregoing
subparagraphs (ii), (iii), (iv), (v) and (vi). In the case of a promissory note, the Committee (or the Board, in the case of Options granted to Independent Directors) may also prescribe the form of such note and the security to be given for such
note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




5.3    Transfer of Shares to a Company Employee or Independent
Director.As soon as practicable after receipt by the Company, pursuant to Section 5.2(d), of payment for the shares with respect to which an Option (which in the case of a Company Employee was issued to and is held by
such Company Employee in his or her capacity as a Company Employee), or portion thereof, is exercised by an Optionee who is a Company Employee or Independent Director, with respect to each such exercise, the Company shall transfer to the Optionee
the number of shares equal to:





| | (a)  the amount of the payment made by the Optionee to the Company pursuant to Section
5.2(d), DIVIDED BY
| | ---------------------------------------------------------------------------------------------------------




| | (b)  the price per share of the shares subject to the Option as determined pursuant to
Section 4.2.
| | ---------------------------------------------------------------------------------------------------




5.4    Transfer of Shares to a Partnership Employee.    As soon as practicable after receipt by the Company, pursuant to Section
5.2(d), of payment for the shares with respect to which an Option (which was issued to and is held by a Partnership Employee in his or her capacity as a Partnership Employee), or portion thereof, is exercised by an Optionee who is a Partnership
Employee, with respect to each such exercise:





| | (a)  the Company shall transfer to the Optionee the number of shares equal to (A) the amount
of the payment made by the Optionee to the Company pursuant to Section 5.2(d) DIVIDED BY (B) the Fair Market Value of a share of Common Stock at the time of exercise (the Partnership Optionee Purchased Shares); and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b)  the Company shall sell to the Partnership the number of shares (the Partnership
Purchased Shares) equal to the excess of (A) the amount obtained by dividing (i) the amount of the payment made by the Optionee to the Company pursuant to Section 5.2(d) by (ii) the price per share of the shares subject to the Option as
determined pursuant to Section 4.2., over (B) the Partnership Optionee Purchased Shares; The price to be paid by the Partnership to the Company for the Partnership Purchased Shares (the Partnership Purchase Price) shall be an amount
equal to the product of (A) the number of Partnership Purchased Shares MULTIPLIED BY (B) the Fair Market Value of a share of Common Stock at the time of the exercise;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)  As soon as practicable after receipt of the Partnership Purchased Shares by the
Partnership, the Partnership shall transfer such shares to the Optionee at no additional cost, as additional compensation.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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5.5    Transfer of Payment to the Partnership.    As soon as practicable after receipt by the Company (i) of the amount described in
Section 5.2(d) and (ii) the Partnership Purchase Price described in Section 5.4, the Company shall contribute to the Partnership an amount of cash equal to such payment and the Partnership shall issue an additional General Partner Interest to the
Company on the terms set forth in the Partnership Agreement.





5.6    Conditions to Issuance of Stock Certificates.    The Company or the Partnership shall not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions:





| | (a)  The admission of such shares to listing on all stock exchanges on which such class of
stock is then listed;
| | ----------------------------------------------------------------------------------------------------------------




| | (b)  The completion of any registration or other qualification of such shares under any state
or federal law, or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Committee or Board shall, in its absolute discretion, deem necessary or advisable;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)  The obtaining of any approval or other clearance from any state or federal governmental
agency which the Committee or Board shall, in its absolute discretion, determine to be necessary or advisable;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (d)  The lapse of such reasonable period of time following the exercise of the Option as the
Committee or Board may establish from time to time for reasons of administrative convenience; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (e)  The receipt by the Company or the Partnership of full payment for such shares, including
payment of any applicable withholding tax.
| | ----------------------------------------------------------------------------------------------------------------------------------------




5.7    Rights as Stockholders.    The holders of Options shall not be, nor have any of the rights or privileges of, stockholders of
the Company in respect of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such holders.





5.8    Ownership and Transfer Restrictions.    Shares
acquired through the exercise of an Option shall be subject to the restrictions on ownership and transfer set forth in the Companys Amended and Restated Charter. The Committee (or the Board, in the case of Options granted to Independent
Directors), in its absolute discretion, may impose such additional restrictions on the ownership and transferability of the shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the
respective Stock Option Agreement and may be referred to on the certificates evidencing such shares. The Committee may require the Employee to give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an
Incentive Stock Option within (i) two years from the date of granting such Option to such Employee or (ii) one year after the transfer of such shares to such Employee. The Committee (or the Board, in the case of Options granted to Independent
Directors) may direct that the certificates evidencing shares acquired by exercise of an Option refer to such requirement to give prompt notice of disposition.





5.9    Restrictions on Exercise of Option.    An Option is not exercisable if in the sole
and absolute discretion of the Committee the exercise of such Option would likely result in any of the following:





| | (a)  the Optionees or any other persons ownership of Capital Stock being in
violation of the Stock Ownership Limit;
| | ---------------------------------------------------------------------------------------------------------------------




| | (b)  income to the Company that could impair the Companys status as a real estate
investment trust, within the meaning of Sections 856 through 860 of the Code; or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



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ARTICLE VI.





AWARD OF RESTRICTED STOCK





6.1    Award of Restricted Stock.





| | (a)  The Committee (or the Board in the case of Independent Directors) may from time to time,
in its absolute discretion:
| | -------------------------------------------------------------------------------------------------------------------------




| | (i)  Select from among the key Employees, Independent Directors or consultants (including
Employees, Independent Directors or consultants who have previously received other awards under this Plan) such of them as in its opinion should be awarded Restricted Stock; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)  Determine the purchase price, if any, and other terms and conditions applicable to such
Restricted Stock, consistent with this Plan.
| | ------------------------------------------------------------------------------------------------------------------------------------------




| | (b)  The Committee (or the Board in the case of Independent Directors) shall establish the
purchase price, if any, and form of payment for Restricted Stock; PROVIDED, HOWEVER, that such purchase price shall be no less than the par value of the Common Stock to be purchased unless otherwise permitted by applicable state law. In all cases,
legal consideration shall be required for each issuance of Restricted Stock.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)  Upon the selection of a key Employee, Independent Director or consultant to be awarded
Restricted Stock, the Committee (or the Board in the case of an Independent Director) shall instruct the Secretary of the Company to issue such Restricted Stock and may impose such conditions on the issuance of such Restricted Stock as it deems
appropriate.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




6.2    Restricted Stock Agreement.    Restricted Stock shall be issued only pursuant to a written Restricted Stock Agreement, which
shall be executed by the selected key Employee, Independent Director or consultant and an authorized officer of the Company and which shall contain such terms and conditions as the Committee (or the Board in the case of an Independent Director)
shall determine, consistent with this Plan.





6.3    Consideration.As consideration for the issuance of Restricted Stock, in addition to payment of any purchase price, the
Restricted Stockholder shall agree, in the written Restricted Stock Agreement, to remain in the employ of, to be a Director of or to consult for, the Company, a Company Subsidiary, the Partnership or a Partnership Subsidiary (whichever is
applicable) for a period of at least one year after the Restricted Stock is issued (or until the next annual meeting of the stockholders of the Company, in the case of an Independent Director) (or such shorter period as may be fixed in the
Restricted Stock Agreement or by action of the Committee (or the Board in the case of an Independent Director) following grant of the Restricted Stock). Nothing in this Plan or in any Restricted Stock Agreement hereunder shall confer on any
Restricted Stockholder any right to continue in the employ of, as a Director of, or as a consultant for, the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary or shall interfere with or restrict in any way the rights of
the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary, which are hereby expressly reserved, to discharge any Restricted Stockholder at any time for any reason whatsoever, with or without good cause.





6.4    Rights as Stockholders.Upon
delivery of the shares of Restricted Stock to the escrow holder pursuant to Section 6.7, the Restricted Stockholder shall have, unless otherwise provided by the Committee (or the Board in the case of an Independent Director), all the rights of a
stockholder with respect to said shares, subject to the restrictions in his Restricted Stock Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares; PROVIDED, HOWEVER, that in the
discretion of the Committee (or the Board in the case of an Independent Director), any extraordinary distributions with respect to the Common Stock shall be subject to the restrictions set forth in Section 6.5.





6.5    Restriction.All shares of Restricted Stock
issued under this Plan (including any shares received by holders thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other




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form of recapitalization) shall, in the terms of each individual Restricted Stock Agreement, be subject to such restrictions as the Committee (or the Board in the case of an Independent Director)
shall provide, which restrictions may include, without limitation, restrictions concerning voting rights and transferability and restrictions based on duration of employment with the Company, Company performance and individual performance; PROVIDED,
HOWEVER, that, unless the Committee (or the Board in the case of an Independent Director) otherwise provides in the terms of the Restricted Stock Agreement or otherwise, no share of Restricted Stock granted to a person subject to Section 16 of the
Exchange Act shall be sold, assigned or otherwise transferred until at least six months have elapsed from (but excluding) the date on which the Restricted Stock was issued, and PROVIDED, FURTHER, that by action taken after the Restricted Stock is
issued, the Committee (or the Board in the case of an Independent Director) may, on such terms and conditions as it may determine to be appropriate, remove any or all of the restrictions imposed by the terms of the Restricted Stock Agreement.
Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire. Unless provided otherwise by the Committee (or the Board in the case of an Independent Director), if no consideration was paid by the Restricted
Stockholder upon issuance, a Restricted Stockholders rights in unvested Restricted Stock shall lapse upon Termination of Employment or, if applicable, upon Termination of Consultancy with the Company or the Partnership.





6.6Repurchase of Restricted
Stock.The Committee (or the Board in the case of an Independent Director) shall provide in the terms of each individual Restricted Stock Agreement that the Company shall have the right to repurchase from the Restricted
Stockholder the Restricted Stock then subject to restrictions under the Restricted Stock Agreement immediately upon a Termination of Employment or, if applicable, upon a Termination of Consultancy between the Restricted Stockholder and the Company,
at a cash price per share equal to the price paid by the Restricted Stockholder for such Restricted Stock; PROVIDED, HOWEVER, that provision may be made that no such right of repurchase shall exist in the event of a Termination of Employment or
Termination of Consultancy without cause, or following a change in control of the Company or the Partnership, or because of the Restricted Stockholders retirement, death or Disability, or otherwise.





6.7    Escrow.    The Secretary of the Company or such
other escrow holder as the Committee may appoint shall retain physical custody of each certificate representing Restricted Stock until all of the restrictions imposed under the Restricted Stock Agreement with respect to the shares evidenced by such
certificate expire or shall have been removed.





6.8    Legend.    In order to enforce the restrictions imposed upon shares of Restricted Stock hereunder, the Committee (or the Board
in the case of an Independent Director) shall cause a legend or legends to be placed on certificates representing all shares of Restricted Stock that are still subject to restrictions under Restricted Stock Agreements, which legend or legends shall
make appropriate reference to the conditions imposed thereby.





ARTICLE VII.





PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS,


DEFERRED STOCK, STOCK PAYMENTS





7.1    Performance
Awards.    Any key Employee or consultant selected by the Committee may be granted one or more Performance Awards. The value of such Performance Awards may be linked to the market value, book value, net profits or other
measure of the value of Common Stock or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee, or may be based upon the
appreciation in the market value, book value, net profits or other measure of the value of a specified number of shares of Common Stock over a fixed period or periods determined by the Committee. In making such determinations, the Committee shall
consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular key Employee or consultant.




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7.2    Dividend Equivalents.Any key Employee or consultant selected by the Committee may be granted Dividend Equivalents based on
the dividends declared on Common Stock, to be credited as of dividend payment dates, during the period between the date an Option, Stock Appreciation Right, Deferred Stock or Performance Award is granted, and the date such Option, Stock Appreciation
Right, Deferred Stock or Performance Award is exercised, vests or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such
limitations as may be determined by the Committee. With respect to Dividend Equivalents granted with respect to Options intended to be qualified performance-based compensation for purposes of Section 162(m), such Dividend Equivalents shall be
payable regardless of whether such Option is exercised.





7.3    Stock Payments.    Any key Employee or consultant selected by the Committee may receive Stock Payments in the manner
determined from time to time by the Committee. The number of shares shall be determined by the Committee and may be based upon the Fair Market Value, book value, net profits or other measure of the value of Common Stock or other specific performance
criteria determined appropriate by the Committee, determined on the date such Stock Payment is made or on any date thereafter.





7.4    Deferred Stock.Any key Employee or consultant selected by the Committee may be granted an award of Deferred Stock in the
manner determined from time to time by the Committee. The number of shares of Deferred Stock shall be determined by the Committee and may be linked to the market value, book value, net profits or other measure of the value of Common Stock or other
specific performance criteria determined to be appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee. Common Stock underlying a Deferred Stock award will not be issued until
the Deferred Stock award has vested, pursuant to a vesting schedule or performance criteria set by the Committee. Unless otherwise provided by the Committee, a Grantee of Deferred Stock shall have no rights as a Company stockholder with respect to
such Deferred Stock until such time as the award has vested and the Common Stock underlying the award has been issued.





7.5    Performance Award Agreement, Dividend Equivalent Agreement, Deferred Stock Agreement, Stock Payment Agreement.    Each
Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock Payment shall be evidenced by a written agreement, which shall be executed by the Grantee and an authorized Officer of the Company and which shall contain such terms and
conditions as the Committee shall determine, consistent with this Plan.





7.6    Term.    The term of a Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock Payment shall be set by
the Committee in its discretion.





7.7    Exercise Upon Termination of Employment.    A Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock
Payment is exercisable or payable only while the Grantee is an Employee or consultant; provided that the Committee may determine that the Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock Payment may be exercised or paid
subsequent to Termination of Employment or Termination of Consultancy without cause, or following a change in control of the Company or the Partnership, or because of the Grantees retirement, death or Disability, or otherwise.





7.8    Payment on
Exercise.Payment of the amount determined under Section 7.1 or 7.2 above shall be in cash, in Common Stock or a combination of both, as determined by the Committee. To the extent any payment under this Article VII is
effected in Common Stock, it shall be made subject to satisfaction of all provisions of Section 5.6 and 5.8.





7.9    Consideration.    In consideration of the granting of a Performance Award, Dividend Equivalent, award of Deferred Stock and/or
Stock Payment, the Grantee shall agree, in a written agreement, to remain in the employ of, or to consult for, the Company or any Subsidiary for a period of at least one year after such Performance Award, Dividend Equivalent, award of Deferred Stock
and/or Stock Payment is granted (or such shorter period as may be fixed in such agreement or by action of the Committee following such grant).




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ARTICLE VIII.





STOCK APPRECIATION RIGHTS





8.1    Grant Of Stock Appreciation Rights.    A Stock Appreciation Right may be granted to any key Employee or consultant selected by
the Committee. A Stock Appreciation Right may be granted (i) in connection and simultaneously with the grant of an Option, (ii) with respect to a previously granted Option, or (iii) independent of an Option. A Stock Appreciation Right shall be
subject to such terms and conditions not inconsistent with this Plan as the Committee shall impose and shall be evidenced by a written Stock Appreciation Right Agreement, which shall be executed by the Grantee and an authorized officer of the
Company. The Committee, in its discretion, may determine whether a Stock Appreciation Right is to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code and Stock Appreciation Right Agreements evidencing Stock
Appreciation Rights intended to so qualify shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Without limiting the generality of the foregoing, the Committee may, in its
discretion and on such terms as it deems appropriate, require as a condition of the grant of a Stock Appreciation Right to an Employee or consultant that the Employee or consultant surrender for cancellation some or all of the unexercised Options,
awards of Restricted Stock or Deferred Stock, Performance Awards, Stock Appreciation Rights, Dividend Equivalents or Stock Payments, or other rights which have been previously granted to him under this Plan or otherwise. A Stock Appreciation Right,
the grant of which is conditioned upon such surrender, may have an exercise price that is higher (but not lower) than the exercise price of the surrendered Option or other award, may cover the same (or a lesser or greater) number of shares as such
surrendered Option or other award, may contain such other terms as the Committee deems appropriate subject to the Plan, and shall be exercisable in accordance with its terms, without regard to the number of shares, price, exercise period or any
other term or condition of such surrendered Option or other award.





8.2     Coupled Stock Appreciation Rights.





| | (a)  A Coupled Stock Appreciation Right (CSAR) shall be related to a particular
Option and shall be exercisable only when and to the extent the related Option is exercisable.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b)  A CSAR may be granted to the Grantee for no more than the number of shares subject to
the simultaneously or previously granted Option to which it is coupled.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)  A CSAR shall entitle the Grantee (or other person entitled to exercise the Option
pursuant to this Plan) to surrender to the Company unexercised a portion of the Option to which the CSAR relates (to the extent then exercisable pursuant to its terms) and to receive from the Company or the Partnership, as provided in the CSAR
agreement, in exchange therefor an amount determined by multiplying the difference obtained by subtracting the Option exercise price from the Fair Market Value of a share of Common Stock on the date of exercise of the CSAR by the number of shares of
Common Stock with respect to which the CSAR shall have been exercised, subject to any limitations the Committee may impose.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




8.3Independent Stock Appreciation Rights.





| | (a)  An Independent Stock Appreciation Right (ISAR) shall be unrelated to any
Option and shall have a term set by the Committee. An ISAR shall be exercisable in such installments as the Committee may determine. An ISAR shall cover such number of shares of Common Stock as the Committee may determine; provided, however, that
unless the Committee otherwise provides in the terms of the ISAR or otherwise, no ISAR granted to a person subject to Section 16 of the Exchange Act shall be exercisable until at least six months have elapsed from (but excluding) the date on which
the Option was granted. The exercise price per share of Common Stock subject to each ISAR shall be set by the Committee. An ISAR is exercisable only while the Grantee is an Employee or consultant; provided that the Committee may determine that the
ISAR may be exercised subsequent to Termination of Employment or Termination of Consultancy without cause, or following a change in control of the Company or the Partnership, or because of the Grantees retirement, death or Disability, or
otherwise.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16


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| | (b)  An ISAR shall entitle the Grantee (or other person entitled to exercise the ISAR
pursuant to this Plan) to exercise all or a specified portion of the ISAR (to the extent then exercisable pursuant to its terms) and to receive from the Company or the Partnership, as provided in the ISAR agreement, an amount determined by
multiplying the difference obtained by subtracting the exercise price per share of the ISAR from the Fair Market Value of a share of Common Stock on the date of exercise of the ISAR by the number of shares of Common Stock with respect to which the
ISAR shall have been exercised, subject to any limitations the Committee may impose.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




8.4    Payment and Limitations on Exercise.





| | (a)  Payment of the amount determined under Section 8.2(c) and 8.3(b) above shall be in cash,
in Common Stock (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised) or a combination of both, as determined by the Committee. To the extent such payment is effected in Common Stock it shall be made subject to
satisfaction of all provisions of Section 5.6 and Section 5.8 hereinabove pertaining to Options.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b)  Grantees of Stock Appreciation Rights may be required to comply with any timing or other
restrictions with respect to the settlement or exercise of a Stock Appreciation Right, including a window-period limitation, as may be imposed in the discretion of the Board or Committee.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




8.5      Consideration.    In consideration of
the granting of a Stock Appreciation Right, the Grantee shall agree, in the written Stock Appreciation Right Agreement, to remain in the employ of, or to consult for, the Company or any Subsidiary for a period of at least one year after the Stock
Appreciation Right is granted (or such shorter period as may be fixed in the Stock appreciation Right Agreement or by action of the Committee following grant of the Restricted Stock).





ARTICLE IX.





ADMINISTRATION





9.1    Compensation
Committee.    Prior to the Companys initial registration of Common Stock under Section 12 of the Exchange Act, the Compensation Committee shall consist of the entire Board. Following such registration, the Compensation
Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under this Plan) shall consist solely of two or more Independent Directors appointed by and holding office at the pleasure of the Board, each of
whom is both a non-employee director as defined by Rule 16b-3 and an outside director for purposes of Section 162(m) of the Code. Appointment of Committee members shall be effective upon acceptance of appointment. Committee
members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be filled by the Board.





9.2    Duties and Powers of Committee.    It shall be the duty of the Committee to conduct the general administration of this Plan in
accordance with its provisions. The Committee shall have the power to interpret this Plan and the agreements pursuant to which Options, awards of Restricted Stock or Deferred Stock, Performance Awards, Stock Appreciation Rights, Dividend Equivalents
or Stock Payments are granted or awarded, and to adopt such rules for the administration, interpretation, and application of this Plan as are consistent therewith and to interpret, amend or revoke any such rules. Notwithstanding the foregoing, the
full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Options granted to Independent Directors. Any such grant or award under this Plan need not be the same with respect to
each Optionee, Grantee or Restricted Stockholder. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its absolute discretion, the Board may at any time
and from time to time exercise any and all rights and duties of the Committee under this Plan except with respect to matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be
determined in the sole discretion of the Committee.




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9.3    Majority Rule; Unanimous Written Consent.The Committee shall act by a majority of its members in attendance at a meeting
at which a quorum is present or by a memorandum or other written instrument signed by all members of the Committee.





9.4    Compensation; Professional Assistance; Good Faith Actions.    Members of the Committee shall receive such compensation for
their services as members as may be determined by the Board. All expenses and liabilities which members of the Committee incur in connection with the administration of this Plan shall be borne by the Company. The Committee may, with the approval of
the Board, employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The Committee, the Company and the Companys officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and binding upon all Optionees, Grantees, Restricted Stockholders, the Company, the Partnership and all other
interested persons. No members of the Committee or Board shall be personally liable for any action, determination or interpretation made in good faith with respect to this Plan, Options, awards of Restricted Stock or Deferred Stock, Performance
Awards, Stock Appreciation Rights, Dividend Equivalents or Stock Payments, and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation.





9.5    Delegation of Authority.    The
Committee may in its sole and absolute discretion delegate to the Chief Financial Officer of the Company or the Secretary of the Company, or both, any or all of the administrative duties and authority of the Committee under this Plan, other than the
authority to make grants or awards under this Plan to Employees who are officers of the Company within the meaning of Rule 16(a)-1(b) of the Exchange Act or whose total compensation is required to be reported to the Companys stockholders under
the Exchange Act, to determine the price, timing or amount of such grants or awards or to determine any other matter required by Rule 16b-3 or Code Section 162(m) to be determined in the sole and absolute discretion of the Committee.





9.6    No Liability.    No member
of the Board or the Committee, or director, officer or employee of the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary shall be liable, responsible or accountable in damages or otherwise for any determination made or
other action taken or any failure to act by such person so long as such person is not determined to be guilty by a final adjudication of willful misconduct with respect to such determination, action or failure to act.





9.7    Indemnification.    To the
fullest extent permitted by law, each of the members of the Board and the Committee and each of the directors, officers and employees of the Company, any Company Subsidiary, the Partnership and any Partnership Subsidiary shall be held harmless and
be indemnified by the Company for any liability, loss (including amounts paid in settlement), damages or expenses (including reasonable attorneys fees) suffered by virtue of any determinations, acts or failures to act, or alleged acts or
failures to act, in connection with the administration of this Plan so long as such person is not determined by a final adjudication to be guilty of willful misconduct with respect to such determination, action or failure to act.





ARTICLE X.





MISCELLANEOUS PROVISIONS





10.1    Not Transferable.    Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Stock Appreciation Rights,
Dividend Equivalents or Stock Payments under this Plan may not be sold, pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution or pursuant to a QDRO, unless and until such rights or awards have
been exercised, or the shares underlying such rights or awards have been issued, and all restrictions applicable to such shares have lapsed; PROVIDED, HOWEVER, that Non-Qualified Stock Options, Restricted Stock, Deferred Stock awards, Performance
Awards, Stock Appreciation Rights, Dividend Equivalents and Stock Payments shall be transferable with the prior written




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consent of the Compensation Committee (or the Board, with respect to Non-Qualified Stock Options and Restricted Stock granted to Independent Directors), in which case the transferee shall receive
and hold the Option or other award so transferred subject to the provisions of this Plan and the agreement governing such Option or other award. No Option, Restricted Stock award, Deferred Stock award, Performance Award, Stock Appreciation Right,
Dividend Equivalent or Stock Payment or interest or right therein shall be liable for the debts, contracts or engagements of the Optionee, Grantee or Restricted Stockholder or his successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.





During the lifetime of the Optionee or Grantee, only he may exercise an Option or other right or award
(or any portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to a QDRO; PROVIDED, HOWEVER, that if the Compensation Committee (or the Board, with respect to Non-Qualified Stock Options and Restricted Stock granted
to Independent Directors) has permitted an award to be transferred, the option may be exercised by such transferee. After the death of the Optionee or Grantee, any exercisable portion of an Option or other right or award may, prior to the time when
such portion becomes unexercisable under the Plan or the applicable Stock Option Agreement or other agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Optionees or Grantees will
or under the then applicable laws of descent and distribution.





10.2    Amendment, Suspension or Termination of This Plan.Except as otherwise provided in this Section 10.2, this Plan may be
wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without approval of the Companys stockholders given within twelve months before or after the
action by the Board or the Committee, no action of the Board or the Committee may, except as provided in Section 10.3, increase the limits imposed in Section 2.1 on the maximum number of shares which may be issued under this Plan or modify the Award
Limit, and no action of the Committee may be taken that would otherwise require stockholder approval as a matter of applicable law, regulation or rule. No amendment, suspension or termination of this Plan shall, without the consent of the holder of
Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Stock Appreciation Rights, Dividend Equivalents or Stock Payments, alter or impair any rights or obligations under any Options, Restricted Stock awards, Deferred Stock
awards, Performance Awards, Stock Appreciation Rights, Dividend Equivalents or Stock Payments theretofore granted or awarded, unless the award itself otherwise expressly so provides. No Options, Restricted Stock, Deferred Stock, Performance Awards,
Stock Appreciation Rights, Dividend Equivalents or Stock Payments may be granted or awarded during any period of suspension or after termination of this Plan, and in no event may any Incentive Stock Option be granted under this Plan after September
27, 2006.





10.2A    Repricing
Prohibited.    Notwithstanding any provision in this Plan to the contrary, no Option or Stock Appreciation right may be amended to reduce the price per share of the shares subject to such Option or the exercise price of such
Stock Appreciation right, as applicable, below the option price or exercise price as of the date the Option or Stock Appreciation Right is granted. In addition, as described in Sections 3.4(b)and 8.1, no Option or Stock Appreciation Right may be
granted in exchange for, or in connection with, the cancellation or surrender of an Option, Stock Appreciation Right or other award having a higher option or exercise price.





10.3    Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other
Corporate Events.





| | (a)  Subject to Section 10.3(e), in the event that the Committee (or the Board, in the case
of Options granted to Independent Directors) determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company (including, but not limited to, a Change of Control), or
exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Committees sole discretion
(or in the case of Options granted to Independent Directors, the Boards sole discretion), affects the Common Stock such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan or with respect to an Option, Restricted Stock award, Performance Award, Stock Appreciation Right, Dividend Equivalent, Deferred Stock award or Stock Payment, then the
Committee (or the Board, in the case of Options granted to Independent Directors) shall, in such manner as it may deem equitable, adjust any or all of
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (i)  the number and kind of shares of Common Stock (or other securities or property) with
respect to which Options, Performance Awards, Stock Appreciation Rights, Dividend Equivalents or Stock Payments may be granted under the Plan, or which may be granted as Restricted Stock or Deferred Stock (including, but not limited to, adjustments
of the limitations in Section 2.1 on the maximum number and kind of shares which may be issued and adjustments of the Award Limit),
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii)  the number and kind of shares of Common Stock (or other securities or property) subject
to outstanding Options, Performance Awards, Stock Appreciation Rights, Dividend Equivalents, or Stock Payments, and in the number and kind of shares of outstanding Restricted Stock or Deferred Stock, and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)  the grant or exercise price with respect to any Option, Performance Award, Stock
Appreciation Right, Dividend Equivalent or Stock Payment.
| | -------------------------------------------------------------------------------------------------------------------------------------------------




| | (b)  Subject to Section 10.3(e), in the event of any corporate transaction or other
transaction or event described in Section 10.3(a) which results in shares of Common Stock being exchanged for or converted into cash, securities (including securities of another corporation) or other property, the Committee will have the right to
terminate this Plan as of the date of the event or transaction, in which case all options, rights and other awards granted under this Plan shall become the right to receive such cash, securities or other property, net of any applicable exercise
price.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)  Subject to Sections 10.3(c)(vii) and 10.3(e), in the event of any Change of Control or
other transaction or event described in Section 10.3(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in
applicable laws, regulations, or accounting principles, the Committee (or the Board, in the case of Options granted to Independent Directors) in its discretion is hereby authorized to take any one or more of the following actions whenever the
Committee (or the Board, in the case of Options granted to Independent Directors) determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the
Plan or with respect to any option, right or other award under this Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (i)  In its sole and absolute discretion, and on such terms and conditions as it deems
appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may provide, either by the terms of the agreement or by action taken prior to the occurrence of such transaction or event and either automatically or
upon the optionees request, for either the purchase of any such Option, Performance Award, Stock Appreciation Right, Dividend Equivalent, or Stock Payment, or any Restricted Stock or Deferred Stock for an amount of cash equal to the amount
that could have been attained upon the exercise of such option, right or award or realization of the optionees rights had such option, right or award been currently exercisable or payable or fully vested as the replacement of such option,
right or award with other rights or property selected by the Committee (or the Board, in the case of Options granted to Independent Directors) in its sole discretion;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (ii)  In its sole and absolute discretion, the Committee (or the Board, in the case of
Options granted to Independent Directors) may provide, either by the terms of such Option, Performance Award, Stock Appreciation Right, Dividend Equivalent, or Stock Payment, or Restricted Stock or Deferred Stock or by action taken prior to the
occurrence of such transaction or event that it cannot be exercised after such event;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iii)  In its sole and absolute discretion, and on such terms and conditions as it deems
appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may provide, either by the terms of such Option, Performance Award, Stock Appreciation Right, Dividend Equivalent, or Stock Payment, or Restricted
Stock or Deferred Stock or by action taken prior to the occurrence of such transaction or event, that for a specified period of time prior to such transaction or event, such option, right or award shall be exercisable as to all shares covered
thereby, notwithstanding anything to the contrary in (i) Section 4.4 or (ii) the provisions of such Option, Performance Award, Stock Appreciation Right, Dividend Equivalent, or Stock Payment, or Restricted Stock or Deferred Stock;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (iv)  In its sole and absolute discretion, and on such terms and conditions as it deems
appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may provide, either by the terms of such Option, Performance Award, Stock Appreciation Right, Dividend Equivalent, or Stock Payment, or Restricted
Stock or Deferred Stock or by action taken prior to the occurrence of such transaction or event, that upon such event, such option, right or award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (v)  In its sole and absolute discretion, and on such terms and conditions as it deems
appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Options, Performance
Awards, Stock Appreciation Rights, Dividend Equivalents, or Stock Payments, and in the number and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions of (including the grant or exercise price), and the criteria
included in, outstanding options, rights and awards and options, rights and awards which may be granted in the future;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (vi)  In its sole and absolute discretion, and on such terms and conditions as it deems
appropriate, the Committee may provide either by the terms of a Restricted Stock award or Deferred Stock award or by action taken prior to the occurrence of such event that, for a specified period of time prior to such event, the restrictions
imposed under a Restricted Stock Agreement or a Deferred Stock Agreement upon some or all shares of Restricted Stock or Deferred Stock may be terminated, and, in the case of Restricted Stock, some or all shares of such Restricted Stock may cease to
be subject to repurchase under Section 6.6 or forfeiture under Section 6.5 after such event; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (vii)  None of the foregoing discretionary terms of this Section 10.3(c) shall be permitted
with respect to Options granted under Sections 3.4(d) and (e) to Independent Directors to the extent that such discretion would be inconsistent with the applicable exemptive conditions of Rule 16b-3.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (d)  Subject to Section 10.3(e) and 10.8, the Committee (or the Board, in the case of Options
granted to Independent Directors) may, in its discretion, include such further provisions and limitations in any Option, Performance Award, Stock Appreciation Right, Dividend Equivalent, or Stock Payment, or Restricted Stock or Deferred Stock
agreement or certificate, as it may deem equitable and in the best interests of the Company.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (e)  With respect to Incentive Stock Options and Options and Stock Appreciation Rights
intended to qualify as performance-based compensation under Section 162(m), no adjustment or action described in this Section 10.3 or in any other provision of the Plan shall be authorized to the extent that such adjustment or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | action would cause the Plan to violate Section 422(b)(1) of the Code or would cause such option or stock appreciation right to fail to so qualify under Section 162(m), as the case may be, or any
successor provisions thereto. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3
unless the Committee (or the Board, in the case of Options granted to Independent Directors) determines that the option or other award is not to comply with such exemptive conditions. The number of shares of Common Stock subject to any option, right
or award shall always be rounded to the next whole number.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




10.4    Approval of Plan by Stockholders.    This Plan will be submitted for the approval of the Companys stockholders within
twelve months after the date of the Boards initial adoption of this Plan. Options, Performance Awards, Stock Appreciation Rights, Dividend Equivalents or Stock Payments may be granted and Restricted Stock or Deferred Stock may be awarded prior
to such stockholder approval, provided that such Options, Performance Awards, Stock Appreciation Rights, Dividend Equivalents or Stock Payments shall not be exercisable and such Restricted Stock or Deferred Stock shall not vest prior to the time
when this Plan is approved by the stockholders, and provided further that if such approval has not been obtained at the end of said twelve-month period, all Options, Performance Awards, Stock Appreciation Rights, Dividend Equivalents or Stock
Payments previously granted and all Restricted Stock or Deferred Stock previously awarded under this Plan shall thereupon be canceled and become null and void.





10.5    Tax Withholding.    The Company and the Partnership shall be entitled to require
payment in cash or deduction from other compensation payable to each Optionee, Grantee or Restricted Stockholder of any sums required by federal, state or local tax law to be withheld with respect to the issuance, vesting or exercise of any Option,
Restricted Stock, Deferred Stock, Performance Award, Stock Appreciation Right, Dividend Equivalent or Stock Payment. The Committee (or the Board, in the case of Options granted to Independent Directors) may in its discretion and in satisfaction of
the foregoing requirement allow such Optionee, Grantee or Restricted Stockholder to elect to have the Company withhold shares of Common Stock otherwise issuable under such Option or other award (or allow the return of shares of Common Stock) having
a Fair Market Value equal to the sums required to be withheld.





10.6    Loans.    The Committee may, in its discretion, extend one or more loans to key Employees in connection with the exercise or
receipt of an Option, Performance Award, Stock Appreciation Right, Dividend Equivalent or Stock Payment granted under this Plan, or the issuance of Restricted Stock or Deferred Stock awarded under this Plan. The terms and conditions of any such loan
shall be set by the Committee.





10.7    Forfeiture Provisions.Pursuant to its general authority to determine the terms and conditions applicable to awards under
the Plan, the Committee (or the Board, in the case of Options granted to Independent Directors) shall have the right (to the extent consistent with the applicable exemptive conditions of Rule 16b-3) to provide, in the terms of Options or other
awards made under the Plan, or to require the recipient to agree by separate written instrument, that (i) any proceeds, gains or other economic benefit actually or constructively received by the recipient upon any receipt or exercise of the award,
or upon the receipt or resale of any Common Stock underlying such award, must be paid to the Company, and (ii) the award shall terminate and any unexercised portion of such award (whether or not vested) shall be forfeited, if (a) a Termination of
Employment, Termination of Consultancy or Termination of Directorship occurs prior to a specified date, or within a specified time period following receipt or exercise of the award, or (b) the recipient at any time, or during a specified time
period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Committee (or the Board, as applicable).





10.8    Limitations Applicable to Section 16 Persons and Performance-Based
Compensation. Notwithstanding any other provision of this Plan, this Plan, and any Option, Performance Award, Stock Appreciation Right, Dividend Equivalent or Stock Payment granted, or Restricted Stock or Deferred Stock awarded, to any
individual who is then subject to Section 16 of the Exchange Act, shall be subject to any




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additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule. To the extent permitted by applicable law, the Plan, Options, Performance Awards, Stock Appreciation Rights, Dividend Equivalents, Stock Payments, Restricted Stock and Deferred Stock granted or awarded hereunder
shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. Furthermore, notwithstanding any other provision of this Plan, any Option or Stock Appreciation Right intended to qualify as performance-based compensation
as described in Section 162(m)(4)(C) of the Code shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are
requirements for qualification as performance-based compensation as described in Section 162(m)(4)(C) of the Code, and this Plan shall be deemed amended to the extent necessary to conform to such requirements.





10.9    Effect of Plan Upon Options and Compensation
Plans.    The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Company, any Company Subsidiary, the Partnership or any Partnership Subsidiary. Nothing in this Plan shall be
construed to limit the right of the Company or the Partnership (i) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company, any Company Subsidiary, the Partnership or any Partnership
Subsidiary or (ii) to grant or assume options or other rights otherwise than under this Plan in connection with any proper corporate purpose including but not by way of limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, firm or association.





10.10    Section 83(b) Election Prohibited.    No Grantee, Optionee or Restricted Stockholder may make an
election under Section 83(b) of the Code with respect to any award or grant under this Plan.





10.11    Compliance with Laws.    This Plan, the granting and vesting of Options, Restricted Stock awards, Deferred Stock awards,
Performance Awards, Stock Appreciation Rights, Dividend Equivalents or Stock Payments under this Plan and the issuance and delivery of shares of Common Stock and the payment of money under this Plan or under Options, Performance Awards, Stock
Appreciation Rights, Dividend Equivalents or Stock Payments granted or Restricted Stock or Deferred Stock awarded hereunder are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to
state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any
securities delivered under this Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or
desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan, Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Stock Appreciation Rights, Dividend Equivalents
or Stock Payments granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.





10.12    Titles.    Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Plan.





10.13    Governing Law.    This Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal
laws of the State of Maryland without regard to conflicts of laws thereof.





10.14    Conflicts with Companys Restated Articles.    Notwithstanding any other provision of this Plan, the Optionee shall not
acquire or have any right to acquire any Common Stock, and shall have no other rights under this Plan, which are prohibited under the Companys Restated Articles.




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IN WITNESS WHEREOF, the parties
hereto have caused this instrument to be executed by their officers duly authorized on this 20th day of September, 2001.





| | Ar | den Realty, Inc., a Maryland corporation.
| | -- | -----------------------------------------




| | /s/ | RICHARD S. ZIMAN
| | --- | ----------------

| | By | :
| | -- | -

| | Ric | hard S. Ziman
| | --- | -------------

| | Ch | ief Executive Officer
| | -- | ---------------------




|Att | est:
|--- | ----




|/s/ | DAVID A. SWARTZ
|--- | ---------------

| | 
| | 

|Da | vid A. Swartz
|-- | -------------

|Sec | retary
|--- | ------




| | Ar | den Realty Limited Partnership, a Maryland limited partnership.
| | -- | ---------------------------------------------------------------




| | /s/ | RICHARD S. ZIMAN
| | --- | ----------------

| | By | :
| | -- | -

| | Ric | hard S. Ziman
| | --- | -------------

| | Ch | ief Executive Officer
| | -- | ---------------------

| | On | Behalf of Arden Realty, Inc., a Maryland corporation, in its capacity as General Partner
| | -- | ----------------------------------------------------------------------------------------




|Att | est:
|--- | ----




s/    DAVID A. SWARTZ


| | 
| | 

|Da | vid A. Swartz
|-- | -------------

|Sec | retary
|--- | ------



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