Exhibit 10.1


 


AMENDED AND RESTATED


RETAIL OPPORTUNITY INVESTMENTS CORP.

2009 EQUITY INCENTIVE PLAN


1.           
PURPOSE. The Plan is intended to provide incentives to directors, officers, advisors, consultants, key employees, and others
expected to provide significant services to the Company, its Subsidiaries, and its affiliates, to encourage a proprietary interest
in the Company, to encourage such key personnel to remain in the service of the Company and the other Participating Companies,
to attract new personnel with outstanding qualifications, and to afford additional incentives to others to increase their efforts
in providing significant services to the Company and the other Participating Companies. In furtherance thereof, the Plan permits
awards of equity-based incentives to key personnel, employees, officers and directors of, and certain other providers of services
to, the Company or any other Participating Company.


2.           
DEFINITIONS. As used in this Plan, the following definitions apply:


“Act” shall mean the Securities
Act of 1933, as amended.


“Award Agreement” shall mean
a written agreement evidencing a Grant pursuant to the Plan.


“Board” shall mean the Board
of Directors of the Company.


“Cause” shall mean, unless
otherwise provided in the Grantee’s Award Agreement, (i) engaging in (A) willful or gross misconduct or (B) willful or gross
neglect, (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices
of the Company, the Subsidiaries, or any of their respective affiliates, (iii) the commission of a felony or a crime of moral turpitude,
or any crime involving the Company, the Subsidiaries, or any of their respective affiliates, (iv) fraud, misappropriation, embezzlement
or material or repeated insubordination, (v) a material breach of the Grantee’s employment agreement (if any) with the Company,
the Subsidiaries, or any of their respective affiliates (other than a termination of employment by the Grantee), or (vi) any illegal
act detrimental to the Company, the Subsidiaries, or any of their respective affiliates, all as determined by the Committee.


“Change of Control” means,
unless otherwise provided in an Award Agreement, the happening of any of the following:


(i)       
any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act,
but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary
or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and, with
respect to any particular Participant, the Participant and any “group” (as such term is used in Section 13(d)(3) of
the Exchange Act) of which the Participant is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3)
under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of either (A) the combined
voting power of the Company’s then outstanding securities or (B) the then outstanding Shares (in either such case other than
as a result of an acquisition of securities directly from the Company); or


(ii)        the
consummation of any consolidation or merger of the Company where the shareholders of the Company, immediately prior to the consolidation
or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the
securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation,
if any); or


(iii)        there
shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged
by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the
Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the
voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their
ownership of the Company immediately prior to such sale or (B) the approval by shareholders of the Company of any plan or proposal
for the liquidation or dissolution of the Company; or






     

     


    

(iv)        the
members of the Board at the beginning of any consecutive 24-calendar-month period (the “Incumbent Directors”)
cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that
any Director whose election, or nomination for election by the Company’s shareholders, was approved or ratified by a vote
of at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such
24-calendar-month period, shall be deemed to be an Incumbent Director.


Unless otherwise provided by the Committee in
an Award Agreement or otherwise, in the event that the timing of payments in respect of any Grant (that would otherwise be considered
“deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of a Change of
Control, no such acceleration shall be permitted unless the event giving rise to the Change of Control satisfies the definition
of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the
assets of a corporation pursuant to Section 409A of the Code.


“Code” shall mean the Internal
Revenue Code of 1986, as amended.


“Committee” shall mean the
Compensation Committee of the Company as appointed by the Board in accordance with Section 4 of the Plan; provided, however,
that the Committee shall at all times consist solely of persons who, at the time of their appointment, each qualified as a “Non-Employee
Director” under Rule 16b-3(b)(3)(i) promulgated under the Exchange Act and, to the extent that relief from the limitation
of Section 162(m) of the Code is sought, as an “Outside Director” under Section 1.162-27(e)(3)(i) of the Treasury Regulations.


“Common Stock” shall mean
the Company’s common stock, par value $0.01 per share, either currently existing or authorized hereafter.


“Company” shall mean Retail
Opportunities Investment Corp., a Delaware corporation.


“DER” shall mean a right
awarded under Section 11 of the Plan to receive (or have credited) the equivalent value (in cash or Shares) of dividends paid on
Common Stock.


“Disability” shall mean,
unless otherwise provided by the Committee in the Grantee’s Award Agreement, the occurrence of an event which would entitle
the Grantee to the payment of disability income under an approved long-term disability income plan or a long-term disability as
determined by the Committee in its absolute discretion pursuant to any other standard as may be adopted by the Committee. Notwithstanding
the foregoing, no circumstances or condition shall constitute a Disability to the extent that, if it were, a 20% tax would be imposed
under Section 409A of the Code; provided that, in such a case, the event or condition shall continue to constitute a Disability
to the maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration of distribution) without causing
the imposition of such 20% tax.


“Eligible Persons” shall
mean officers, directors, advisors, personnel and employees of the Participating Companies and other persons expected to provide
significant services (of a type expressly approved by the Committee as covered services for these purposes) to one or more of the
Participating Companies. Notwithstanding the preceding sentence, for a Grant with respect to Shares, “Eligible Persons”
shall be limited to persons who may be offered securities on Form S-8. For purposes of the Plan, a consultant, advisor, vendor,
customer or other provider of significant services to the Company or any other Participating Company shall be deemed to be an Eligible
Person, but will be eligible to receive Grants (but in no event Incentive Stock Options), only after a finding by the Committee
in its discretion that the value of the services rendered or to be rendered to the Participating Company is at least equal to the
value of the Grants being awarded.


“Employee” shall mean an
individual, including an officer of a Participating Company, who is employed (within the meaning of Code Section 3401 and the regulations
thereunder) by the Participating Company.


“Exchange Act” shall mean
the Securities Exchange Act of 1934, as amended.


“Exercise Price” shall mean
the price per Share of Common Stock, determined by the Board or the Committee, at which an Option may be exercised.


“Fair Market Value” shall
mean the value of one share of Common Stock, determined as follows:






     

     


    

(i)       If
the Shares are then listed on a national stock exchange, the closing sales price per Share on the exchange for the last preceding
date on which there was a sale of Shares on such exchange, as determined by the Committee.


(ii)    
  If the Shares are not then listed on a national stock exchange but are then traded on an over-the-counter market
or are quoted in an inter-dealer quotation system on a last sale basis, the average of the closing bid and asked prices for
the Shares in such over-the-counter market or an inter-dealer quotation system for the last preceding date on which there was
a sale of such Shares in such market, as determined by the Committee.


(iii)       If
neither (i) nor (ii) applies, such value as the Committee in its discretion may in good faith determine. Notwithstanding the foregoing,
where the Shares are listed or traded, the Committee may make discretionary determinations in good faith where the Shares have
not been traded for 10 trading days.


Notwithstanding the foregoing, with respect
to any “stock right” within the meaning of Section 409A of the Code, Fair Market Value shall not be less than the “fair
market value” of the shares of Common Stock determined in accordance with the final regulations promulgated under Section
409A of the Code.


“Full Value Award” shall
mean any Grant (other than an Option or any other Grant for which the Grantee pays an exercise price equal to the intrinsic value
of the Grant (whether directly or by foregoing a right to receive a payment from the Company)), including any Restricted Stock,
Phantom Share, DER, or Long Term Incentive Unit (other than a Long Term Incentive Unit that is intended to be an “appreciation-only”
Long Term Incentive Unit, as described in Section 12), in each case, to the extent settled in Shares without payment of the grant-date
intrinsic value by the Grantee.


“Fungible Unit” shall mean
the measuring unit used to determine the number of Shares by which the Share Limit will be debited or credited in connection with
the grants and forfeitures of different types of Grants under the Plan.


“Fungible Unit Limit” shall
have the meaning provided in Section 6(a) hereof.


“Grant” shall mean the issuance
of an Incentive Stock Option, Non-qualified Stock Option, Restricted Stock, Phantom Share, DER, or other equity-based grant, as
contemplated herein or any combination thereof as applicable to an Eligible Person. The Committee will determine the eligibility
of personnel, employees, officers, directors and others expected to provide significant services to the Participating Companies
based on, among other factors, the position and responsibilities of such individuals, the nature and value to the Participating
Company of such individuals’ accomplishments and potential contribution to the success of the Participating Company whether
directly or through its subsidiaries.


“Grantee” shall mean an Eligible
Person to whom Options, Restricted Stock, Phantom Shares, DERs, or other equity-based awards are granted hereunder.


“Incentive Stock Option”
shall mean an Option of the type described in Section 422(b) of the Code issued to an Employee of (i) the Company, or (ii) a “subsidiary
corporation” or a “parent corporation” as defined in Section 424(f) of the Code.


“Long Term Incentive Unit”
shall mean a grant made under Section 12 of the Plan of an interest in a Subsidiary or an operating partnership that is affiliated
with the Company, and which may be intended to be treated as a “profits interest” within the meaning of Revenue Procedure
93-27, 1993-2 C.B. 343 and Revenue Procedure 2001-43, 2001-2 C.B. 191, which may include an “appreciation only” interest
in an operating partnership, as described in Section 12.


“Non-Employee Director” means
a member of the Board who is not an Employee.


“Non-qualified Stock Option”
shall mean an Option not described in Section 422(b) of the Code.


“Option” shall mean any option,
whether an Incentive Stock Option or a Non-qualified Stock Option, to purchase, at a price and for the term fixed by the Committee
in accordance with the Plan, and subject to such other limitations and restrictions in the Plan and the applicable Award Agreement,
a number of Shares determined by the Committee.


“Optionee” shall mean any
Eligible Person to whom an Option is granted, or the Successors of the Optionee, as the context so requires.






     

     


    

“Participating Companies”
shall mean the Company, the Subsidiaries, and any of their respective affiliates.


“Performance Goals” has the
meaning set forth in Section 13.


“Phantom Share” shall mean
a right, pursuant to the Plan, of the Grantee to payment of the Phantom Share Value.


“Phantom Share Value”, per
Phantom Share, shall mean the Fair Market Value of a Share or, if so provided by the Committee, such Fair Market Value to the extent
in excess of a base value established by the Committee at the time of grant.


“Plan” shall mean the Company’s
Amended and Restated 2009 Equity Incentive Plan, as set forth herein, and as the same may from time to time be amended.


“Purchase Price” shall mean
the Exercise Price times the number of Shares with respect to which an Option is exercised.


“Qualifying Director” means
a person who is with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule
16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.


“Restricted Stock” shall
mean an award of Shares that are subject to restrictions hereunder.


“Retirement” shall mean,
unless otherwise provided by the Committee in the Grantee’s Award Agreement, the Termination of Service (other than for Cause)
of a Grantee:


(i)      
 on or after the Grantee’s attainment of age 65;


(ii)    
  on or after the Grantee’s attainment of age 55 with five consecutive years of service with the
Participating Companies; or


(iii)      as
determined by the Committee in its absolute discretion pursuant to such other standard as may be adopted by the Committee.


“Securities Act”
means the Securities Act of 1933.


“Share Limit” shall
have the meaning provided in Section 6(a) hereof.


“Shares” shall mean shares
of Common Stock of the Company, adjusted in accordance with Section 15 of the Plan (if applicable).


“Subsidiary” shall mean any
corporation, partnership, limited liability company or other entity at least 50% of the economic interest in the equity of which
is owned, directly or indirectly, by the Company or by another subsidiary.


“Successors of the Optionee”
shall mean the legal representative of the estate of a deceased Optionee or the person or persons who shall acquire the right to
exercise an Option by bequest or inheritance or by reason of the death of the Optionee.


“Termination of Service”
shall mean the time when the employee-employer relationship or directorship, or other service relationship (sufficient to constitute
service as an Eligible Person), between the Grantee and the Participating Companies is terminated for any reason, with or without
Cause, including, but not limited to, any termination by resignation, discharge, death or Retirement; provided, however,
Termination of Service shall not include a termination where there is a simultaneous continuation of service of the Grantee (sufficient
to constitute service as an Eligible Person) with a Participating Company. The Committee, in its absolute discretion, shall determine
the effects of all matters and questions relating to Termination of Service, including, but not limited to, the question of whether
any Termination of Service was for Cause and all questions of whether particular leaves of absence constitute Terminations of Service.
For this purpose, the service relationship shall be treated as continuing intact while the Grantee is on military leave, sick leave
or other bona fide leave of absence (to be determined in the discretion of the Committee).






     

     


    

3.            
EFFECTIVE DATE. The original effective date of the Plan was the date of closing of the transactions contemplated by the
Framework Agreement, dated as of August 7, 2009, by and between NRDC Acquisition and NRDC Capital Management, LLC. The Plan is
amended and restated effective April 25, 2018 (the “Restatement Date”). Grants made under the Plan before the
Restatement Date will be subject to the terms of the Plan and the limits thereunder as in effect before the Restatement Date, and
Grants made under the Plan on and after the Restatement Date will be subject to the terms of the Plan and the limits hereunder
as reflected in this restated Plan document. The Plan shall terminate on, and no Grant shall be made hereunder on or after, the
10-year anniversary of the Restatement Date; provided, however, that the Board may at any time prior to that date
terminate the Plan.


4.            
ADMINISTRATION.


(a)             
Membership on Committee. The Plan shall be administered by the Committee appointed by the Board. If no Committee is designated
by the Board to act for those purposes, the full Board shall have the rights and responsibilities of the Committee hereunder and
under the Award Agreements.


(b)            
Committee Meetings. The acts of a majority of the members present at any meeting of the Committee at which a quorum is present,
or acts approved in writing by a majority of the entire Committee, shall be the acts of the Committee for purposes of the Plan.
If and to the extent applicable, no member of the Committee may act as to matters under the Plan specifically relating to such
member.


(c)             
Grant of Awards.


(i)              
The Committee shall from time to time at its discretion select the Eligible Persons who are to be issued Grants and determine the
number and type of Grants to be issued under any Award Agreement to an Eligible Person. In particular, the Committee shall (A)
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Grants awarded hereunder (including, but
not limited to the performance goals and periods applicable to the award of Grants); (B) determine the time or times when and the
manner and condition in which each Option shall be exercisable and the duration of the exercise period; (C) determine or impose
other conditions to the Grant or exercise of Options under the Plan as it may deem appropriate; (D) determine whether, to what
extent, and under what circumstances Grants may be settled in, or exercised for, cash, Shares, other securities, other Grants or
other property, or canceled, forfeited, or suspended and the method or methods by which Grants may be settled, exercised, canceled,
forfeited, or suspended; (E) determine whether, to what extent, and under what circumstances the delivery of cash, Shares, other
securities, other Grants or other property and other amounts payable with respect to a Grant shall be deferred either automatically
or at the election of the Grantee or of the Committee; (F) interpret, administer, reconcile any inconsistency in, correct any defect
in and/or supply any omission in the Plan and any instrument or agreement relating to, or Grants awarded under, the Plan; (G) establish,
amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper
administration of the Plan; (H) adopt sub-plans; and (I) make any other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan. The Committee may establish such rules, regulations and procedures
for the administration of the Plan as it deems appropriate, determine the extent, if any, to which Options, Phantom Shares, Shares
(whether or not Shares of Restricted Stock), DERs, or other equity-based awards, shall be forfeited (whether or not such forfeiture
is expressly contemplated hereunder), and take any other actions and make any other determinations or decisions that it deems necessary
or appropriate in connection with the Plan or the administration or interpretation thereof. The Committee shall also cause each
Option to be designated as an Incentive Stock Option or a Non-qualified Stock Option, except that no Incentive Stock Options may
be granted to an Eligible Person who is not an Employee of the Company or a “subsidiary corporation” or a “parent
corporation” as defined in Section 424(f) of the Code. The Grantee shall take whatever additional actions and execute whatever
additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry or effect one or
more of the obligations or restrictions imposed on the Grantee pursuant to the express provisions of the Plan and the Award Agreement.
DERs will be exercisable separately or together with other Grants (subject to the provisions of Section 11), and paid in cash or
other consideration at such times and in accordance with such rules, as the Committee shall determine in its discretion. Unless
expressly provided hereunder, the Committee, with respect to any Grant, may exercise its discretion hereunder at the time of the
award or thereafter. The Committee shall have the right and responsibility to interpret the Plan and the interpretation and construction
by the Committee of any provision of the Plan or of any Grant thereunder, including, without limitation, in the event of a dispute,
shall be final and binding on all Grantees and other persons to the maximum extent permitted by law. Without limiting the generality
of Section 24, no member of the Committee shall be liable for any action or determination made in good faith with respect to the
Plan or any Grant hereunder.






     

     


    

(ii)            
Notwithstanding clause (i) of this Section 4(c), any award under the Plan to an Eligible Person who is a member of the Committee
shall be made by the full Board, but for these purposes the directors of the Corporation who are on the Committee shall be required
to be recused in respect of such awards and shall not be permitted to vote.


(iii)          
Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of
its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.
Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of any of the Company or its
Subsidiaries, the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which
is the responsibility of, or which is allocated to, the Committee herein, and which may be so delegated as a matter of law, except
for awards of Grants to Non-Employee Directors. Notwithstanding the foregoing in this Section 4(c), it is intended that any action
under the Plan intended to qualify for the exemptions provided by Rule 16b-3 promulgated under the Exchange Act related to persons
who are subject to Section 16 of the Exchange Act, will be taken only by the Board or by a committee or subcommittee of two (2)
or more Qualifying Directors. However, the fact that any member of such committee or subcommittee shall fail to qualify as a Qualifying
Director shall not invalidate any action that is otherwise valid under the Plan.


(iv)           
Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time
to time, make Grants and administer the Plan with respect to such Grants. Any such actions by the Board shall be subject to the
applicable rules of the securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. In
any such case, the Board shall have all the authority granted to the Committee under the Plan.


(d)            
Awards.


(i)              
Agreements. Grants to Eligible Persons shall be evidenced by written Award Agreements in such form as the Committee shall
from time to time determine (which Award Agreements need not be in the same form as any other Award Agreement evidencing Grants
under the Plan and need not contain terms and conditions identical to those applicable to any other Grant under the Plan or to
those applicable to any other Eligible Persons). Such Award Agreements shall comply with and be subject to the terms and conditions
set forth below.


(ii)            
Number of Shares. Each Grant issued to an Eligible Person shall state the number of Shares to which it pertains or which
otherwise underlie the Grant and shall provide for the adjustment thereof in accordance with the provisions of Section 15 hereof.


(iii)          
Grants. Subject to the terms and conditions of the Plan and consistent with the Company’s intention for the Committee
to exercise the greatest permissible flexibility under Rule 16b-3 under the Exchange Act in awarding Grants, the Committee shall
have the power:


(1)            
to determine from time to time the Grants to be issued to Eligible Persons under the Plan and to prescribe the terms and provisions
(which need not be identical) of Grants issued under the Plan to such persons;


(2)            
to construe and interpret the Plan and the Grants thereunder and to establish, amend and revoke the rules, regulations and procedures
established for the administration of the Plan. In this connection, the Committee may correct any defect or supply any omission,
or reconcile any inconsistency in the Plan, in any Award Agreement, or in any related agreements, in the manner and to the extent
it shall deem necessary or expedient to make the Plan fully effective. All decisions and determinations by the Committee in the
exercise of this power shall be final and binding upon the Participating Companies and the Grantees;


(3)            
to amend any outstanding Grant, subject to Section 17, and to accelerate or extend the vesting or exercisability of any Grant (in
compliance with Section 409A of the Code, if applicable) and to waive conditions or restrictions on any Grants, to the extent it
shall deem appropriate; and


(4)            
generally to exercise such powers and to perform such acts as are deemed necessary or expedient to promote the best interests of
the Company with respect to the Plan.






     

     


    

5.            
PARTICIPATION.


(a)             
Eligibility. Only Eligible Persons shall be eligible to receive Grants under the Plan.


(b)            
Limitation of Ownership. No Grants shall be issued under the Plan to any person who after such Grant would beneficially
own more than 9.8% of the outstanding shares of Common Stock of the Company, unless the foregoing restriction is expressly and
specifically waived by action of the independent directors of the Board.


(c)             
Stock Ownership. For purposes of Section 5(b) above, in determining stock ownership a Grantee shall be considered as owning
the stock owned, directly or indirectly, by or for his brothers, sisters, spouses, ancestors and lineal descendants. Stock owned,
directly or indirectly, by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately
by or for its stockholders, partners or beneficiaries. Stock with respect to which any person holds an Option shall be considered
to be owned by such person.


(d)            
Outstanding Stock. For purposes of Section 5(b) above, “outstanding shares” shall include all stock actually
issued and outstanding immediately after the issue of the Grant to the Grantee. With respect to the stock ownership of any Grantee,
“outstanding shares” shall include shares authorized for issue under outstanding Options held by such Grantee, but
not options held by any other person.


6.            
STOCK.


(a)             
Subject to adjustments pursuant to Section 15, the aggregate number of Fungible Units which may be subject to Grants made under
the Plan shall equal 22,500,000 (the “Fungible Unit Limit”). In accordance with the Fungible Unit weighting
mechanisms described in Sections 6(a)(i) - (ii) below for different Grant types, (x) a maximum of 3,600,000 Shares may be issued
pursuant to Awards under the Plan if all such Grants made under the Plan are granted as Full Value Awards and (y) a maximum of
22,500,000 Shares may be issued pursuant to Grants under the Plan if all such Grants made under the Plan are granted as Options
((x) and (y), collectively, the “Share Limit”). The Share Limit with respect to Grants made shall range from
3,600,000 Shares to 22,500,000 Shares (but in no event more than 22,500,000 Shares) depending on the types of Grants actually granted
under the Plan. The maximum aggregate number of Shares that may be issued under the Plan following the Restatement Date pursuant
to the exercise of Incentive Stock Options shall not exceed 22,500,000 Shares (or such lesser number as may be available under
the Share Limit). Shares subject to Grants made shall be counted as follows:


(i)              
Awards of Options or other Grants that do not constitute Full Value Awards shall be counted against the Fungible Unit Limit as
one Fungible Unit for every one (1) Share subject to such Option; and


(ii)            
Full Value Awards shall be counted against the Fungible Unit Limit as 6.25 Fungible Units for every one Share subject to such Full
Value Award.


(b)            
Notwithstanding the first sentence of this Section 6, (i) Shares that have been granted as Restricted Stock or that have been reserved
for distribution in payment for Options or Phantom Shares but are later cancelled, forfeited, terminated, settled in cash or otherwise
settled without delivery to the Grantee of the full number of Shares to which the Grant related or for any other reason are not
payable under the Plan; and (ii) Shares as to which an Option is granted under the Plan that remains unexercised at the expiration,
forfeiture or other termination of such Option, may be the subject of the issue of further Grants; provided, however, that
such Shares shall not become available for issuance hereunder if either: the applicable Shares are withheld or surrendered following
termination of the Plan or at the time the applicable Shares are withheld or surrendered, it would constitute a material revision
of the Plan subject to stockholder approval under any then-applicable rules of the national securities exchange on which the Shares
are listed. Shares that have been (A) tendered as payment for the exercise of Options, (B) withheld to cover applicable taxes or
(C) repurchased by the Company using the proceeds from the exercise of an Option shall not again be available for issuance hereunder.
Shares shall be deemed to be used in settlement of a Full Value Award whether or not they are actually delivered or the Fair Market
Value of such Shares is paid in cash. If any Shares subject to a Grant are forfeited or expire or such Grant is settled for cash
(in whole or in part), the Shares subject to such Grant shall, to the extent of such forfeiture, expiration or cash settlement,
again be available for future Grants under the Plan and shall be added back to the Fungible Unit Limit (and correspondingly to
the Share Limit) as the same number of Shares as would be debited from the Fungible Unit 



     

     


    

Limit (and correspondingly, the Share
Limit) in respect of any such current Grant (as may be adjusted in accordance with Section 15 hereof). If any Shares subject to
a Grant made before the Restatement Date are forfeited or expire or such Grant is settled for cash (in whole or in part), in any
case following the Restatement Date, the Shares subject to such Grant shall, to the extent of such forfeiture, expiration or cash
settlement, again be available for future Grants under the Plan and shall be added back to the Fungible Unit Limit (and correspondingly
to the Share Limit) as the same number of Shares as would be debited from the Fungible Unit Limit (and correspondingly, the Share
Limit) set forth in the Plan in respect of any such current Grant (as may be adjusted in accordance with Section 15 hereof). Shares
of Common Stock issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or previously
issued Shares under the Plan. The certificates for Shares issued hereunder may include any legend which the Committee deems appropriate
to reflect any restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise deem appropriate.
Shares subject to DERs, other than DERs based directly on the dividends payable with respect to Shares subject to Options or the
dividends payable on a number of Shares corresponding to the number of Phantom Shares awarded, shall be subject to the limitation
of this Section 6. Notwithstanding the limitations above in this Section 6, there shall be no limit on the number of Phantom Shares
or DERs to the extent they are paid out in cash that may be granted under the Plan. If any Phantom Shares or DERs are paid out
in cash, the underlying Shares may again be made the subject of Grants under the Plan, notwithstanding the first sentence of this
Section 6.


(c)             
Notwithstanding any provision to the contrary in the Plan, the sum of any cash compensation and the grant date fair value (determined
as of the date of the grant under Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor
thereto) of all Grants made under the Plan to a Non-Employee Director during any calendar year shall not exceed $500,000 (the “Director
Limit”).


7.            
TERMS AND CONDITIONS OF OPTIONS.


(a)             
Each Award Agreement with an Eligible Person shall state the Exercise Price. The Exercise Price for any Option shall not
be less than the Fair Market Value on the date of Grant. All Options granted under the Plan shall be Nonqualified Stock Options
unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option.


(b)            
Medium and Time of Payment. Except as may otherwise be provided below, the Purchase Price for each Option granted to an
Eligible Person shall be payable in full in United States dollars upon the exercise of the Option. In the event the Company determines
that it is required to withhold taxes as a result of the exercise of an Option, as a condition to the exercise thereof, an Employee
may be required to make arrangements satisfactory to the Company to enable it to satisfy such withholding requirements in accordance
with Section 21. If the applicable Award Agreement so provides, or the Committee otherwise so permits, the Purchase Price may be
paid in one or a combination of the following:


(i)              
by a certified or bank cashier’s check;


(ii)            
by the surrender of shares of Common Stock in good form for transfer, owned by the person exercising the Option and having a Fair
Market Value on the date of exercise equal to the Purchase Price, or in any combination of cash and shares of Common Stock, as
long as the sum of the cash so paid and the Fair Market Value of the shares of Common Stock so surrendered equals the Purchase
Price;


(iii)          
by reduction of the Shares issuable upon exercise of the Option under a “net exercise” procedure effected by withholding
the minimum number of Shares otherwise issuable in respect of an Option that is needed to pay the Exercise Price;


(iv)           
by cancellation of indebtedness owed by the Company to the Grantee;


(v)            
subject to Section 17(e), by a loan or extension of credit from the Company evidenced by a full recourse promissory note executed
by the Grantee. The interest rate and other terms and conditions of such note shall be determined by the Committee (in which case
the Committee may require that the Grantee pledge his or her Shares to the Company for the purpose of securing the payment of such
note, and in no event shall the stock certificate(s) representing such Shares be released to the Grantee until such note shall
have been paid in full); or


(vi)           
by any combination of such methods of payment or any other method acceptable to the Committee in its discretion.






     

     


    

Except in the case of Options exercised by certified
or bank cashier’s check, the Committee may impose such limitations and prohibitions on the exercise of Options as it deems
appropriate, including, without limitation, any limitation or prohibition designed to avoid accounting consequences which may result
from the use of Common Stock as payment upon exercise of an Option. Any fractional shares of Common Stock resulting from a Grantee’s
election that are accepted by the Company shall, in the discretion of the Committee, be paid in cash.


(c)             
Term and Nontransferability of Grants and Options.


(i)              
Each Option under this Section 7 shall state the time or times which all or part thereof becomes exercisable, subject to the restrictions
set forth in clauses (ii) through (v) below.


(ii)            
No Option shall be exercisable except by the Grantee or a transferee permitted hereunder. No Option shall be exercisable following
the tenth anniversary of the date of grant of the Option.


(iii)          
No Option or other Grant shall be assignable or transferable, except by will or the laws of descent and distribution of the state
wherein the Grantee is domiciled at the time of his death.


(iv)           
No Option shall be exercisable until such time as set forth in the applicable Award Agreement (but in no event after the expiration
of such Grant).


(v)            
The Committee may not extend or renew any Option granted to any Eligible Person. Furthermore, the Committee may only modify an
Option in connection with a Change in Control and only if such modification shall satisfy any and all applicable requirements of
Rule 16b-3 under the Exchange Act and Section 409A of the Code, to the extent applicable. The foregoing notwithstanding, no modification
of an Option shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously
granted.


(d)            
Termination of Service, other than by Death, Retirement or Disability. Unless otherwise provided in the applicable Award
Agreement, upon any Termination of Service for any reason other than his or her death, Retirement or Disability, an Optionee shall
have the right, subject to the restrictions of Section 4(c) above, to exercise his or her Option at any time within three months
after Termination of Service, but only to the extent that, at the date of Termination of Service, the Optionee’s right to
exercise such Option had accrued pursuant to the terms of the applicable Award Agreement and had not previously been exercised;
provided, however, that, unless otherwise provided in the applicable Award Agreement, if there occurs a Termination of Service
by a Participating Company for Cause or a Termination of Service by the Optionee (other than on account of death, Retirement or
Disability), any Option not exercised in full prior to such termination shall be cancelled.


(e)             
Death of Optionee. Unless otherwise provided in the applicable Award Agreement, if the Optionee of an Option dies while
an Eligible Person or within three months after any Termination of Service other than for Cause or a Termination of Service by
the Optionee (other than on account of death, Retirement or Disability), and has not fully exercised the Option, then the Option
may be exercised in full, subject to the restrictions of Section 4(c) above, at any time within 12 months after the Optionee’s
death, by the Successor of the Optionee, but only to the extent that, at the date of death, the Optionee’s right to exercise
such Option had accrued and had not been forfeited pursuant to the terms of the Award Agreement and had not previously been exercised.


(f)             
Disability or Retirement of Optionee. Unless otherwise provided in the Award Agreement, upon any Termination of Service
for reason of his or her Disability or Retirement, an Optionee shall have the right, subject to the restrictions of Section 4(c)
above, to exercise the Option at any time within 12 months after Termination of Service, but only to the extent that, at the date
of Termination of Service, the Optionee’s right to exercise such Option had accrued pursuant to the terms of the applicable
Award Agreement and had not previously been exercised.


(g)             
Rights as a Stockholder. An Optionee, a Successor of the Optionee, or the holder of a DER shall have no rights as a stockholder
with respect to any Shares covered by his or her Grant until, in the case of an Optionee, the date of the issuance of a stock certificate
for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property),
distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided
in Section 15.






     

     


    

(h)            
Stock Appreciation Rights. The Committee, in its discretion, may (taking into account, without limitation, the application
of Section 409A of the Code, as the Committee may deem appropriate), also permit the Optionee to elect to exercise an Option by
receiving Shares, cash or a combination thereof, in the discretion of the Committee and as may be set forth in the applicable Award
Agreement, with an aggregate Fair Market Value (or, to the extent of payment in cash, in an amount) equal to the excess of the
Fair Market Value of the Shares with respect to which the Option is being exercised over the aggregate Purchase Price, as determined
as of the day the Option is exercised. No Option that is exercised as a stock appreciation right hereunder shall be exercisable
following the tenth anniversary of the date of grant of the Option.


(i)              
Deferral. The Committee may establish a program (taking into account, without limitation, the application of Section 409A
of the Code, as the Committee may deem appropriate) under which Optionees will have Phantom Shares subject to Section 10 credited
upon their exercise of Options, rather than receiving Shares at that time.


(j)              
Other Provisions. The Award Agreement authorized under the Plan may contain such other provisions not inconsistent with
the terms of the Plan (including, without limitation, restrictions upon the exercise of the Option) as the Committee shall deem
advisable.


8.            
SPECIAL RULES FOR INCENTIVE STOCK OPTIONS.


(a)             
In the case of Incentive Stock Options granted hereunder, the aggregate Fair Market Value (determined as of the date of the Grant
thereof) of the Shares with respect to which Incentive Stock Options become exercisable by any Optionee for the first time during
any calendar year (under the Plan and all other plans) required to be taken into account under Section 422(d) of the Code shall
not exceed $100,000.


(b)            
In the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners), the Exercise Price with
respect to an Incentive Stock Option shall not be less than 110% of the Fair Market Value of a Share on the day the Option is granted
and the term of an Incentive Stock Option shall be no more than five years from the date of grant.


(c)             
If Shares acquired upon exercise of an Incentive Stock Option are disposed of in a disqualifying disposition within the meaning
of Section 422 of the Code by an Optionee prior to the expiration of either two years from the date of grant of such Option or
one year from the transfer of Shares to the Optionee pursuant to the exercise of such Option, or in any other disqualifying disposition
within the meaning of Section 422 of the Code, such Optionee shall notify the Company in writing as soon as practicable thereafter
of the date and terms of such disposition and, if the Company thereupon has a tax-withholding obligation, shall pay to the Company
an amount equal to any withholding tax the Company is required to pay as a result of the disqualifying disposition.


9.            
PROVISIONS APPLICABLE TO RESTRICTED STOCK.


(a)             
Vesting Periods. In connection with the grant of Restricted Stock, whether or not Performance Goals apply thereto, the Committee
shall establish one or more vesting periods with respect to the shares of Restricted Stock granted, the length of which shall be
determined in the discretion of the Committee and set forth in the applicable Award Agreement. Subject to the provisions of this
Section 9, the applicable Award Agreement and the other provisions of the Plan, restrictions on Restricted Stock shall lapse if
the Grantee satisfies all applicable employment or other service requirements through the end of the applicable vesting period.


(b)            
Grant of Restricted Stock. Subject to the other terms of the Plan, the Committee may, in its discretion as reflected by
the terms of the applicable Award Agreement: (i) authorize the granting of Restricted Stock to Eligible Persons; (ii) provide a
specified purchase price for the Restricted Stock (whether or not the payment of a purchase price is required by any state law
applicable to the Company); (iii) determine the restrictions applicable to Restricted Stock and (iv) determine or impose other
conditions to the grant of Restricted Stock under the Plan as it may deem appropriate.


(c)             
Certificates.


(i)              
Each Grantee of Restricted Stock may be issued a stock certificate in respect of Shares of Restricted Stock awarded under the Plan.
Any such certificate shall be registered in the name of the Grantee. Without limiting the generality of Section 6, in addition
to any legend that might otherwise be required by the Board or the Company’s charter, bylaws or other applicable documents,
the certificates for Shares of Restricted Stock issued hereunder may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer hereunder or under the applicable Award Agreement, or as the Committee may otherwise deem
appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and
restrictions applicable to such Grant, substantially in the following form:






     

     


    

THE TRANSFERABILITY OF THIS CERTIFICATE
AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE RETAIL OPPORTUNITIES
INVESTMENT CORP. AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN, AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER
AND RETAIL OPPORTUNITIES INVESTMENT CORP. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF RETAIL OPPORTUNITIES
INVESTMENT CORP. AT 11250 El Camino Real, Suite 200, San Diego, California 92130.


(ii)            
The Committee may require that any stock certificates evidencing such Shares be held in custody by the Company until the restrictions
hereunder shall have lapsed and that, as a condition of any grant of Restricted Stock, the Grantee shall have delivered a stock
power, endorsed in blank, relating to the stock covered by such Grant. If and when such restrictions so lapse, the stock certificates
shall be delivered by the Company to the Grantee or his or her designee as provided in Section 9(d).


(d)            
Restrictions and Conditions. Unless otherwise provided by the Committee in an Award Agreement, the Shares of Restricted
Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:


(i)              
Subject to the provisions of the Plan and the applicable Award Agreement, during a period commencing with the date of such Grant
and ending on the date the period of forfeiture with respect to such Shares lapses, the Grantee shall not be permitted voluntarily
or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock awarded under the
Plan (or have such Shares attached or garnished). Subject to the provisions of the applicable Award Agreement and clauses (iii)
and (iv) below, the period of forfeiture with respect to Shares granted hereunder shall lapse as provided in the applicable Award
Agreement. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the period of forfeiture with respect
to such Shares shall only lapse as to whole Shares.


(ii)            
Except as provided in the foregoing clause (i), or in Section 15, the Grantee shall have, in respect of the Shares of Restricted
Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and receive dividends. Certificates
for Shares (not subject to restrictions hereunder) shall be delivered to the Grantee or his or her designee (or where permitted,
transferee) promptly after, and only after, the period of forfeiture shall lapse without forfeiture in respect of such Shares of
Restricted Stock.


(iii)          
Termination of Service, Except by Death, Retirement or Disability. Unless otherwise provided in the applicable Award Agreement,
and subject to clause (iv) below, if the Grantee has a Termination of Service for Cause or by the Grantee for any reason other
than his or her death, Retirement or Disability, during the applicable period of forfeiture, then (A) all Restricted Stock still
subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay
to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser
of (x) the amount paid by the Grantee for such forfeited Restricted Stock as contemplated by Section 9(b), and (y) the Fair Market
Value on the date of termination of the forfeited Restricted Stock.


(iv)           
Death, Disability or Retirement of Grantee. Unless otherwise provided in the applicable Award Agreement, in the event the
Grantee has a Termination of Service on account of his or her death, Disability or Retirement, or the Grantee has a Termination
of Service by the Company for any reason other than Cause, during the applicable period of forfeiture, then restrictions under
the Plan will immediately lapse on all Restricted Stock granted to the applicable Grantee.


10.         
PROVISIONS APPLICABLE TO PHANTOM SHARES.


(a)             
Grant of Phantom Shares. Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by
the terms of the applicable Award Agreement: (i) authorize the Granting of Phantom Shares to Eligible Persons and (ii) determine
or impose other conditions to the grant of Phantom Shares under the Plan as it may deem appropriate.


(b)            
Term. The Committee may provide in an Award Agreement that any particular Phantom Share shall expire at the end of a specified
term.


(c)             
Vesting.






     

     


    

(i)              
Subject to the provisions of the applicable Award Agreement and Section 10(c)(ii), Phantom Shares shall vest as provided in the
applicable Award Agreement.


(ii)            
Unless otherwise determined by the Committee in an applicable Award Agreement, the Phantom Shares granted pursuant to the Plan
shall be subject to the following vesting conditions:


(1)            
Termination of Service for Cause. Unless otherwise provided in the applicable Award Agreement and subject to clause (2)
below, if the Grantee has a Termination of Service for Cause, all of the Grantee’s Phantom Shares (whether or not such Phantom
Shares are otherwise vested) shall thereupon, and with no further action, be forfeited by the Grantee and cease to be outstanding,
and no payments shall be made with respect to such forfeited Phantom Shares.


(2)            
Termination of Service for Death, Disability or Retirement of Grantee or by the Company for Any Reason Other than Cause.
Unless otherwise provided in the applicable Award Agreement, in the event the Grantee has a Termination of Service on account of
his or her death, Disability or Retirement, or the Grantee has a Termination of Service by the Company for any reason other than
Cause, all outstanding Phantom Shares granted to such Grantee shall become immediately vested.


(3)            
Except as contemplated above, in the event that a Grantee has a Termination of Service, any and all of the Grantee’s Phantom
Shares which have not vested prior to or as of such termination shall thereupon, and with no further action, be forfeited and cease
to be outstanding, and the Grantee’s vested Phantom Shares shall be settled as set forth in Section 10(d).


(d)            
Settlement of Phantom Shares.


(i)              
Except as otherwise provided by the Committee, each vested and outstanding Phantom Share shall be settled by the transfer to the
Grantee of one Share; provided, however, that, the Committee at the time of grant (or, in the appropriate case, as
determined by the Committee, thereafter) may provide that a Phantom Share may be settled (A) in cash at the applicable Phantom
Share Value, (B) in cash or by transfer of Shares as elected by the Grantee in accordance with procedures established by the Committee
or (C) in cash or by transfer of Shares as elected by the Company.


(ii)            
Each Phantom Share shall be settled with a single-sum payment by the Company; provided, however, that, with respect
to Phantom Shares of a Grantee which have a common Settlement Date (as defined below), the Committee may permit the Grantee to
elect in accordance with procedures established by the Committee (taking into account, without limitation, Section 409A of the
Code, as the Committee may deem appropriate) to receive installment payments over a period not to exceed 10 years.


(iii)          
(1) The settlement date with respect to a Grantee is the first day of the month to follow the Grantee’s Termination of Service
(“Settlement Date”); provided, however, that a Grantee may elect, in accordance with procedures
to be adopted by the Committee, that such Settlement Date will be deferred as elected by the Grantee to a time permitted by the
Committee under procedures to be established by the Committee. Unless otherwise determined by the Committee, elections under this
Section 10(d)(iii)(1) must be made at least six months before, and in the year prior to the year in which, the Settlement Date
would occur in the absence of such election.


(2)            
Notwithstanding Section 10(d)(iii)(1), the Committee may provide that distributions of Phantom Shares can be elected at any time
in those cases in which the Phantom Share Value is determined by reference to Fair Market Value to the extent in excess of a base
value, rather than by reference to unreduced Fair Market Value, so long as such Phantom Shares constitute “exempt stock rights”
under Section 409A of the Code.


(3)            
Notwithstanding the foregoing, the Settlement Date, if not earlier pursuant to this Section 10(d)(iii), is the date of the Grantee’s
death.


(iv)           
Notwithstanding any other provision of the Plan (taking into account, without limitation, Section 409A of the Code, as the Committee
may deem appropriate), a Grantee may receive any amounts to be paid in installments as provided in Section 10(d)(ii) or deferred
by the Grantee as provided in Section 10(d)(iii) in the event of an “Unforeseeable Emergency.” For these purposes,
an “Unforeseeable Emergency,” as determined by the Committee (taking into account, without limitation, Section 409A
of the Code, as the Committee may deem appropriate) in its sole discretion, is a severe financial hardship to the Grantee resulting
from a sudden and unexpected illness or accident of the Grantee or “dependent,” as defined in Section 152(a) of the
Code, of the Grantee, loss of the Grantee’s property due to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Grantee. The circumstances that will constitute an Unforeseeable Emergency
will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be
relieved:






     

     


    

(1)            
through reimbursement or compensation by insurance or otherwise;


(2)            
by liquidation of the Grantee’s assets, to the extent the liquidation of such assets would not itself cause severe financial
hardship; or


(3)            
by future cessation of the making of additional deferrals under Section 10(d)(ii) and (iii).


Without limitation, the need to send a Grantee’s
child to college or the desire to purchase a home shall not constitute an Unforeseeable Emergency. Distributions of amounts because
of an Unforeseeable Emergency shall be permitted to the extent reasonably needed to satisfy the emergency need.


(v)            
To the extent provided in an Award Agreement, the holder of Phantom Shares shall be entitled to be credited with DERs, as described
in Section 11, below.


(e)             
Other Phantom Share Provisions.


(i)              
Rights to payments with respect to Phantom Shares granted under the Plan shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, garnishment, levy, execution, or other legal or equitable process,
either voluntary or involuntary; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish,
or levy or execute on any right to payments or other benefits payable hereunder, shall be void.


(ii)            
A Grantee may designate in writing, on forms to be prescribed by the Committee, a beneficiary or beneficiaries to receive any payments
payable after his or her death and may amend or revoke such designation at any time. If no beneficiary designation is in effect
at the time of a Grantee’s death, payments hereunder shall be made to the Grantee’s estate. If a Grantee with a vested
Phantom Share dies, such Phantom Share shall be settled and the Phantom Share Value in respect of such Phantom Shares paid, and
any payments deferred pursuant to an election under Section 10(d)(iii) shall be accelerated and paid, as soon as practicable (but
no later than 60 days) after the date of death to such Grantee’s beneficiary or estate, as applicable.


(iii)          
The Committee may (taking into account, without limitation, Section 409A of the Code, as the Committee may deem appropriate) establish
a program under which distributions with respect to Phantom Shares may be deferred for periods in addition to those otherwise contemplated
by the foregoing provisions of this Section 10. Such program may include, without limitation, provisions for the crediting of earnings
and losses on unpaid amounts and, if permitted by the Committee, provisions under which Grantees may select from among hypothetical
investment alternatives for such deferred amounts in accordance with procedures established by the Committee.


(iv)           
Notwithstanding any other provision of this Section 10, any fractional Phantom Share will be paid out in cash at the Phantom Share
Value as of the Settlement Date.


(v)            
No Phantom Share shall give any Grantee any rights with respect to Shares or any ownership interest in the Company. Except as may
be provided in accordance with Section 11, no provision of the Plan shall be interpreted to confer upon any Grantee of a Phantom
Share any voting, dividend or derivative or other similar rights with respect to any Phantom Share.


(f)             
Claims Procedures.


(i)              
The Grantee, or his beneficiary hereunder or authorized representative, may file a claim for payments with respect to Phantom Shares
under the Plan by written communication to the Committee or its designee. A claim is not considered filed until such communication
is actually received. Within 90 days (or, if special circumstances require an extension of time for processing, 180 days, in which
case notice of such special circumstances should be provided within the initial 90-day period) after the filing of the claim, the
Committee will either:


(1)            
approve the claim and take appropriate steps for satisfaction of the claim; or






     

     


    

(2)            
if the claim is wholly or partially denied, advise the claimant of such denial by furnishing to him or her a written notice of
such denial setting forth: (A) the specific reason or reasons for the denial; (B) specific reference to pertinent provisions of
the Plan on which the denial is based and, if the denial is based in whole or in part on any rule of construction or interpretation
adopted by the Committee, a reference to such rule, a copy of which shall be provided to the claimant; (C) a description of any
additional material or information necessary for the claimant to perfect the claim and an explanation of the reasons why such material
or information is necessary; and (D) a reference to this Section 10(f) as the provision setting forth the claims procedure under
the Plan.


(ii)            
The claimant may request a review of any denial of his or her claim by written application to the Committee within 60 days after
receipt of the notice of denial of such claim. Within 60 days (or, if special circumstances require an extension of time for processing,
120 days, in which case notice of such special circumstances should be provided within the initial 60-day period) after receipt
of written application for review, the Committee will provide the claimant with its decision in writing, including, if the claimant’s
claim is not approved, specific reasons for the decision and specific references to the Plan provisions on which the decision is
based.


11.         
PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.


(a)             
Grant of DERs. Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by the terms
of the Award Agreements, authorize the granting of DERs to Eligible Persons based on the dividends declared on Common Stock, to
be credited as of the dividend payment dates, during the period between the date a Grant that is a Full Value Award is issued,
and the date such Grant vests or expires, as determined by the Committee. Such DERs shall be converted to cash or additional Shares
by such formula and at such time and subject to such limitation as may be determined by the Committee. No DERs or dividends shall
be earned, accrued or paid in respect of Options, or stock appreciation rights that are described in Section 7(h), that have not
been exercised. If a DER is granted in respect of another Grant hereunder, then, unless otherwise stated in the Award Agreement,
or, in the appropriate case, as determined by the Committee, in no event shall the DER be in effect for a period beyond the time
during which the applicable related portion of the underlying Grant has been settled, or has expired, been forfeited or otherwise
lapsed, as applicable.


(b)            
Certain Terms.


(i)              
The term of a DER shall be set by the Committee in its discretion.


(ii)            
Payment of the amount determined in accordance with Section 11(a) shall be in cash, in Common Stock or a combination of both, as
determined by the Committee at the time of grant.


(c)             
Other Types of DERs. The Committee may establish a program under which DERs of a type whether or not described in the foregoing
provisions of this Section 11 may be granted to Eligible Persons. For example, without limitation, the Committee may grant a DER
with respect to a Phantom Share, which right would consist of the right (subject to Section 11(d)) to receive a cash payment in
an amount equal to the dividend distributions paid on a Share from time to time.


(d)            
Deferral.


(i)              
The Committee may (taking into account, without limitation, Section 409A of the Code, as the Committee may deem appropriate) establish
a program under which Grantees (i) will have Phantom Shares credited, subject to the terms of Sections 10(d) and 10(e) as though
directly applicable with respect thereto, upon the granting of DERs, or (ii) will have payments with respect to DERs deferred.


(ii)            
The Committee may establish a program under which distributions with respect to DERs may be deferred. Such program may include,
without limitation, provisions for the crediting of earnings and losses on unpaid amounts, and, if permitted by the Committee,
provisions under which Grantees may select from among hypothetical investment alternatives for such deferred amounts in accordance
with procedures established by the Committee.






     

     


    

12.         
OTHER EQUITY-BASED AWARDS. The Board shall have the right to grant other awards based upon the Common Stock having such
terms and conditions as the Board may determine, including without limitation, the grant of shares based upon certain conditions,
the grant of securities convertible into Common Stock, including the grant of Long Term Incentive Units in any Subsidiary, operating
partnership or other entity. Long Term Incentive Units may include “appreciation only” Long Term Incentive Units that
include a right to settlement in cash or conversion into other property, in each case in an amount equal to the appreciation in
value that has accreted with respect to the underlying Long Term Incentive Unit following the date on which the Long Term Incentive
Unit was granted.


13.         
PERFORMANCE GOALS. The Committee may, in its discretion (i) establish one or more performance goals (“Performance
Goals”) as a precondition to the issue of Grants, and (ii) provide, in connection with the establishment of the Performance
Goals, for predetermined Grants to those Grantees (who continue to meet all applicable eligibility requirements) with respect to
whom the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the criteria set forth in Exhibit
A hereto which is hereby incorporated herein by reference as though set forth in full.


14.         
TERM OF PLAN. Grants may be granted pursuant to the Plan until the expiration of 10 years from the Restatement Date of the
Plan.


15.         
RECAPITALIZATION AND CHANGES OF CONTROL.


(a)             
Subject to any required action by stockholders and to the specific provisions of Section 16, if (i) the Company shall at any time
be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially
all of the assets or stock of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock
split, stock combination, reclassification, recapitalization or other similar change in the capital structure of the Company, or
any distribution to holders of Common Stock other than cash dividends, shall occur or (iii) any other event shall occur which in
the judgment of the Committee necessitates action by way of adjusting the terms of the outstanding Grants, then:


(i)              
the maximum aggregate number of Shares which may be made subject to Options and DERs under the Plan, the maximum aggregate number
and kind of Shares of Restricted Stock that may be granted under the Plan, the maximum aggregate number of Phantom Shares and other
Grants which may be granted under the Plan may be appropriately adjusted by the Committee in its discretion; and


(ii)            
the Committee shall take any such action as in its discretion shall be necessary to maintain each Grantees’ rights hereunder
(including under their applicable Award Agreements) so that they are, in their respective Options, Phantom Shares and DERs (and,
as appropriate, other Grants under Section 12), substantially proportionate to the rights existing in such Options, Phantom Shares
and DERs (and other Grants under Section 12) prior to such event, including, without limitation, adjustments in (A) the number
of Options, Phantom Shares and DERs (and other Grants under Section 12) granted, (B) the number and kind of shares or other property
to be distributed in respect of Options, Phantom Shares and DERs (and other Grants under Section 12), as applicable, (C) the Exercise
Price, Purchase Price and Phantom Share Value, and (D) performance-based criteria established in connection with Grants; provided
that, in the discretion of the Committee, the foregoing clause (D) may also be applied in the case of any event relating to
a Subsidiary if the event would have been covered under this Section 15(a) had the event related to the Company.


Notwithstanding the foregoing, in the case of
any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification
Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding
Grants to reflect such equity restructuring.


To the extent that such action shall include
an increase or decrease in the number of Shares (or units of other property then available) subject to all outstanding Grants,
the number of Shares (or units) available under Section 6 above shall be increased or decreased, as the case may be, proportionately.


(b)            
Any Shares or other securities distributed to a Grantee with respect to Restricted Stock or otherwise issued in substitution of
Restricted Stock pursuant to this Section 15 shall be subject to the applicable restrictions and requirements imposed by Section
9, including depositing the certificates therefor with the Company together with a stock power and bearing a legend as provided
in Section 9(c)(i).






     

     


    

(c)             
If the Company shall be consolidated or merged with another corporation or other entity, each Grantee who has received Restricted
Stock that is then subject to restrictions imposed by Section 9(d) may be required to deposit with the successor corporation the
certificates for the stock or securities or the other property that the Grantee is entitled to receive by reason of ownership of
Restricted Stock in a manner consistent with Section 9(c)(ii), and such stock, securities or other property shall become subject
to the restrictions and requirements imposed by Section 9(d), and the certificates therefor or other evidence thereof shall bear
a legend similar in form and substance to the legend set forth in Section 9(c)(i).


(d)            
The judgment of the Committee with respect to any matter referred to in this Section 15 shall be conclusive and binding upon each
Grantee without the need for any amendment to the Plan.


(e)             
To the extent that the foregoing adjustment related to securities of the Company, such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.


(f)             
Except as expressly provided in this Section 15, a Grantee shall have no rights by reason of subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation,
and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to a Grant or the Exercise
Price of Shares subject to an Option.


(g)             
Grants made pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business assets.


(h)            
Upon the occurrence of a Change of Control:


(i)              
The Committee as constituted immediately before the Change of Control may make such adjustments as it, in its discretion, determines
are necessary or appropriate in light of the Change of Control (including, without limitation, the substitution of stock other
than stock of the Company as the stock optioned hereunder, and the acceleration of the exercisability of the Options, cancellation
of any Options or stock appreciation rights in return for payment equal to the Fair Market Value of Shares subject to an Option
or stock appreciation right as of the date of the Change of Control less the exercise price applicable thereto (which amount may
be zero) and settling of each Phantom Share or, as applicable, other Grant under Section 12), provided that the Committee
determines that such adjustments do not have a substantial adverse economic impact on the Grantee as determined at the time of
the adjustments.


(ii)            
Except as otherwise provided in an applicable Award Agreement, all restrictions and conditions on each DER shall automatically
lapse and all Grants under the Plan shall be deemed fully vested.


(iii)          
Notwithstanding the provisions of Section 10, the Settlement Date for Phantom Shares shall be the date of such Change of Control
and all amounts due with respect to Phantom Shares to a Grantee hereunder shall be paid as soon as practicable (but in no event
more than 30 days) after such Change of Control, unless such Grantee elects otherwise in accordance with procedures established
by the Committee.


16.         
EFFECT OF CERTAIN TRANSACTIONS. In the case of (i) the dissolution or liquidation of the Company, (ii) a merger, consolidation,
reorganization or other business combination in which the Company is acquired by another entity or in which the Company is not
the surviving entity, or (iii) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated
or arranged by any party as a single plan) of all or substantially all of the assets of the Company, the Plan and the Grants issued
hereunder shall terminate upon the effectiveness of any such transaction or event, unless provision is made in connection with
such transaction for the assumption of Grants theretofore granted, or the substitution for such Grants of new Grants, by the successor
entity or parent thereof, with appropriate adjustment as to the number and kind of shares and the per share exercise prices, as
provided in Section 15. In the event of such termination, all outstanding Options and Grants shall be exercisable in full for at
least fifteen days prior to the date of such termination whether or not otherwise exercisable during such period.


17.         
SECURITIES LAW REQUIREMENTS.


(a)             
Legality of Issuance. The issuance of any Shares pursuant to Grants under the Plan and the issuance of any Grant shall be
contingent upon the following:


(i)              
the obligation of the Company to sell Shares with respect to Grants issued under the Plan shall be subject to all applicable laws,
rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee;






     

     


    

(ii)            
the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of
any government authority or to obtain tax benefits applicable to stock options; and


(iii)          
each grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) or DERs (or issuance of Shares
in respect thereof), or other Grant under Section 12 (or issuance of Shares in respect thereof), is subject to the requirement
that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable
pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares
of Restricted Stock, Phantom Shares, DERs, other Grants or other Shares, no payment shall be made, or Phantom Shares or Shares
issued or grant of Restricted Stock or other Grant made, in whole or in part, unless listing, registration, qualification, consent
or approval has been effected or obtained free of any conditions in a manner acceptable to the Committee.


(b)            
Restrictions on Transfer. Regardless of whether the offering and sale of Shares under the Plan has been registered under
the Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions on the
sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the
judgment of the Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions
of the Act, the securities laws of any state or any other law. In the event that the sale of Shares under the Plan is not registered
under the Act but an exemption is available which requires an investment representation or other representation, each Grantee shall
be required to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof,
and to make such other representations as are deemed necessary or appropriate by the Company and its counsel. Any determination
by the Company and its counsel in connection with any of the matters set forth in this Section 17 shall be conclusive and binding
on all persons. Without limiting the generality of Section 6, stock certificates evidencing Shares acquired under the Plan pursuant
to an unregistered transaction shall bear a restrictive legend, substantially in the following form, and such other restrictive
legends as are required or deemed advisable under the provisions of any applicable law:


“THE SALE OF THE SECURITIES REPRESENTED
HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES WILL BE
INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER
SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.”


(c)             
Registration or Qualification of Securities. The Company may, but shall not be obligated to, register or qualify the issuance
of Grants and/or the sale of Shares under the Act or any other applicable law. The Company shall not be obligated to take any affirmative
action in order to cause the issuance of Grants or the sale of Shares under the Plan to comply with any law.


(d)            
Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing
Shares sold under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate
for a certificate representing the same number of Shares but lacking such legend.


(e)             
Certain Loans. Notwithstanding any other provision of the Plan, the Company shall not be required to take or permit any
action under the Plan or any Award Agreement which, in the good-faith determination of the Company, would result in a material
risk of a violation by the Company of Section 13(k) of the Exchange Act.


18.         
COMPLIANCE WITH SECTION 409A OF THE CODE.


(a)             
Any Award Agreement issued under the Plan that is subject to Section 409A of the Code shall include such additional terms and conditions
as may be required to satisfy the requirements of Section 409A of the Code.






     

     


    

(b)            
With respect to any Grant issued under the Plan that is subject to Section 409A of the Code, and with respect to which a payment
or distribution is to be made upon a Termination of Service, if the Participant is determined by the Company to be a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and any of the Company’s stock (or the stock of
a controlled group affiliate thereof) is publicly traded on an established securities market or otherwise, such payment or distribution
may not be made before the date which is six months after the date of Termination of Service (to the extent required under Section
409A of the Code).


(c)             
Notwithstanding any other provision of the Plan, the Board and the Committee shall administer the Plan, and exercise authority
and discretion under the Plan, to satisfy the requirements of Section 409A of the Code or any exemption thereto.


19.         
AMENDMENT OF THE PLAN. The Board may from time to time, with respect to any Shares at the time not subject to Grants, suspend
or discontinue the Plan or revise or amend it in any respect whatsoever. The Board may amend the Plan as it shall deem advisable,
except that no amendment may adversely affect a Grantee with respect to Grants previously granted unless such amendments are in
connection with compliance with applicable laws; provided, however, that the Board may not make any amendment in
the Plan that would, if such amendment were not approved by the holders of the Common Stock, cause the Plan to fail to comply with
any requirement of applicable law or regulation, or of any applicable exchange or similar rule, unless and until the approval of
the holders of such Common Stock is obtained. Notwithstanding the foregoing, without stockholder approval, except as otherwise
permitted under Section 15 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option; (ii) the
Committee may not cancel any outstanding Option and replace it with a new Option (with a lower Exercise Price) or other Grant or
cash payment that is greater than the intrinsic value (if any) of the cancelled Option; and (iii) the Committee may not take any
other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange
or inter-dealer quotation system on which the securities of the Company are listed or quoted.


20.         
APPLICATION OF FUNDS. The proceeds received by the Company from the sale of Common Stock pursuant to the exercise of an
Option, the sale of Restricted Stock or in connection with other Grants under the Plan will be used for general corporate purposes.


21.         
TAX WITHHOLDING. Each Grantee shall, no later than the date as of which the value of any Grant first becomes includable
in the gross income of the Grantee for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the
Company regarding payment of any federal, state or local taxes of any kind that are required by law to be withheld with respect
to such income. A Grantee may elect to have such tax withholding satisfied, in whole or in part, by (i) authorizing the Company
to withhold a number of Shares to be issued pursuant to a Grant equal to the Fair Market Value as of the date withholding is effected
that would satisfy the withholding amount due, (ii) transferring to the Company Shares owned by the Grantee with a Fair Market
Value equal to the amount of the required withholding tax, or (iii) in the case of a Grantee who is an Employee of the Company
at the time such withholding is effected, by withholding from the Grantee’s cash compensation. Notwithstanding anything contained
in the Plan to the contrary, the Grantee’s satisfaction of any tax-withholding requirements imposed by the Committee shall
be a condition precedent to the Company’s obligation as may otherwise be provided hereunder to provide Shares to the Grantee,
and the failure of the Grantee to satisfy such requirements with respect to a Grant shall cause such Grant to be forfeited.


22.         
NOTICES. All notices under the Plan shall be in writing, and if to the Company, shall be delivered to the Board or mailed
to its principal office, addressed to the attention of the Board; and if to the Grantee, shall be delivered personally or mailed
to the Grantee at the address appearing in the records of the Participating Company. Such addresses may be changed at any time
by written notice to the other party given in accordance with this Section 22.


23.         
RIGHTS TO EMPLOYMENT OR OTHER SERVICE. Nothing in the Plan or in any Grant issued pursuant to the Plan shall confer on any
individual any right to continue in the employ or other service of the Participating Company (if applicable) or interfere in any
way with the right of the Participating Company and its stockholders to terminate the individual’s employment or other service
at any time.


24.         
EXCULPATION AND INDEMNIFICATION. To the maximum extent permitted by law, the Company shall indemnify and hold harmless the
members of the Board and the members of the Committee from and against any and all liabilities, costs and expenses incurred by
such persons as a result of any act or omission to act in connection with the performance of such person’s duties, responsibilities
and obligations under the Plan, other than such liabilities, costs and expenses as may result from the gross negligence, bad faith,
willful misconduct or criminal acts of such persons.






     

     


    

25.         
NO FUND CREATED. Any and all payments hereunder to any Grantee under the Plan shall be made from the general funds of the
Company (or, if applicable, a Participating Company), no special or separate fund shall be established or other segregation of
assets made to assure such payments, and the Phantom Shares (including for purposes of this Section 25 any accounts established
to facilitate the implementation of Section 10(d)(iii)) and any other similar devices issued hereunder to account for Plan obligations
do not constitute Common Stock and shall not be treated as (or as giving rise to) property or as a trust fund of any kind; provided,
however, that the Company (or a Participating Company) may establish a mere bookkeeping reserve to meet its obligations
hereunder or a trust or other funding vehicle that would not cause the Plan to be deemed to be funded for tax purposes or for purposes
of Title I of the Employee Retirement Income Security Act of 1974, as amended. The obligations of the Company (or, if applicable,
a Participating Company) under the Plan are unsecured and constitute a mere promise by the Company (or, if applicable, a Participating
Company) to make benefit payments in the future and, to the extent that any person acquires a right to receive payments under the
Plan from the Company (or, if applicable, a Participating Company), such right shall be no greater than the right of a general
unsecured creditor of the Company (or, if applicable, a Participating Company). Without limiting the foregoing, Phantom Shares
and any other similar devices issued hereunder to account for Plan obligations are solely a device for the measurement and determination
of the amounts to be paid to a Grantee under the Plan, and each Grantee’s right in the Phantom Shares and any such other
devices is limited to the right to receive payment, if any, as may herein be provided.


26.         
NO FIDUCIARY RELATIONSHIP. Nothing contained in the Plan (including without limitation Section 10(e)(iii)), and no action
taken pursuant to the provisions of the Plan, shall create or shall be construed to create a trust of any kind, or a fiduciary
relationship between the Company, the Participating Companies, or their officers or the Committee, on the one hand, and the Grantee,
the Company, the Participating Companies or any other person or entity, on the other.


27.         
CAPTIONS. The use of captions in the Plan is for convenience. The captions are not intended to provide substantive rights.


28.         
GOVERNING LAW. THE PLAN SHALL BE GOVERNED BY THE LAWS OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.