EX-10.11



 Exhibit 10.11 

SPIRIT MTA REIT 
 AND
SPIRIT MTA REIT, L.P. 
 2018 INCENTIVE AWARD PLAN 

ARTICLE 1. 
 PURPOSE

 The purpose of the Spirit MTA REIT and Spirit MTA REIT, L.P. 2018 Incentive Award Plan (the “Plan”) is to promote
the success and enhance the value of Spirit MTA REIT, a Maryland real estate investment trust (the “Company”) and Spirit MTA REIT, L.P. (the “Partnership”) by linking the individual interests of Employees,
Consultants and Trustees to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. The Plan is further intended to
provide flexibility to the Company, the Partnership and their Affiliates in their ability to motivate, attract, and retain the services of those individuals upon whose judgment, interest, and special effort the successful conduct of the
Company’s and the Partnership’s operation is largely dependent. 
 ARTICLE 2. 

DEFINITIONS AND CONSTRUCTION 

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates
otherwise. The singular pronoun shall include the plural where the context so indicates. 
 2.1 “Administrator” shall mean
the entity that conducts the general administration of the Plan as provided in Article 11 hereof. With reference to the duties of the Administrator under the Plan which have been delegated to one or more persons pursuant to Section 11.6 hereof,
or which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties. 

2.2 “Affiliate” shall mean, (i) the Partnership, and (ii) with respect to any Person, (a) any Parent or any
Subsidiary, (b) any other Person directly or indirectly controlling, controlled by, or under common control with such Person, (c) any executive officer, general partner or managing member of such Person, (d) any member of the board of
directors or board of managers (or bodies performing similar functions) of such Person, and (e) any legal entity for which such Person acts as an executive officer, general partner or managing member. 

2.3 “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International
Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time. 







 2.4 “Applicable Law” shall mean any applicable law, including without
limitation, (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local
or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. 

2.5 “Award” shall mean an Option, a Restricted Share award, a Performance Award, a Dividend Equivalent award, a Share Payment
award, a Restricted Share Unit award, a Performance Share award, an Other Incentive Award, an LTIP Unit award or a Share Appreciation Right, which may be awarded or granted under the Plan. 

2.6 “Award Agreement” shall mean any written notice, agreement, contract or other instrument or document evidencing an Award,
including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan. 

2.7 “Board” shall mean the Board of Trustees of the Company. 

2.8 “Change in Control” shall mean the occurrence of any of the following events: 

(a) A transaction or series of transactions whereby any “person” or related “group” of “persons” (as such terms
are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company or any Subsidiary of the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or 

(b) During any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together with
any new trustee(s) (other than a trustee designated by a person who shall have entered into an agreement with the Company to effect a transaction described in the preceding Section 2.8(a) or the succeeding Section 2.8(c)) whose election by
the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the trustees then still in office who either were trustees at the beginning of the
two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or 

(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more
intermediaries) of (A) a merger, consolidation, reorganization, or business combination, (B) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions
or (C) the acquisition of assets or stock of another entity, in each case, other than a transaction: 
 (i) Which results in the
Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company 

  
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(the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting
securities immediately after the transaction, and following which the Successor Entity continues to own all or substantially all the assets that the Company owned immediately before the transaction and succeeds to its business, and 

(ii) after which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power
of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.8(c)(ii) as beneficially owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a
result of the voting power held in the Company prior to the consummation of the transaction; or 
 (d) Approval by the Company’s
shareholders of a liquidation or dissolution of the Company. 
 Notwithstanding the foregoing, if a Change in Control constitutes a payment
event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A
of the Code, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also
constitutes a “change in control event,” as defined in Section 409A of the Code. Consistent with the terms of this Section 2.8, the Administrator shall have full and final authority to determine conclusively whether a Change in
Control of the Company has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto. 

2.9 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and
official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award. 
 2.10 “Committee”
shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board described in Article 11 hereof. 
 2.11
“Common Shares” shall mean the common shares of beneficial interest of the Company, par value $0.01 per share. 
 2.12
“Company” shall mean Spirit MTA REIT, a Maryland real estate investment trust. 
 2.13 “Consultant” shall
mean any consultant or advisor of the Company, the Manager or any of their respective Affiliates. 
 2.14 “Dividend
Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 8.2 hereof. 

  
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 2.15 “DRO” shall mean a “domestic relations order” as defined by the
Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder. 
 2.16
“Effective Date” shall mean the date on which the Plan is adopted by the Board. 
 2.17 “Eligible Person”
shall mean any Employee, Consultant or Non-Employee Trustee, as determined by the Administrator. In addition, the Manager and its Affiliates each shall constitute an Eligible Person for purposes of Awards
granted hereunder, which may in turn issue Awards to Employees, Consultants or Non-Employee Trustees of the Manager or any of its Affiliates. 

2.18 “Employee” shall mean any officer or other employee (within the meaning of Section 3401(c) of the Code) of the
Company, the Manager or their respective Affiliates. 
 2.19 “Equity Restructuring” shall mean a nonreciprocal transaction
between the Company and its shareholders, such as a share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of
Shares (or other securities of the Company) or the share price of Common Shares (or other securities) and causes a change in the per share value of the Common Shares underlying outstanding share-based Awards. 

2.20 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 

2.21 “Expiration Date” shall have the meaning provided in Section 12.1 hereof. 

2.22 “Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows: 

(a) If the Common Shares are (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Global
Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a Share as quoted on such
exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; 
 (b) If the Common Shares are not listed on an established
securities exchange, national market system or automated quotation system, but the Common Shares are regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or,
if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; or 

  
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 (c) If the Common Shares are neither listed on an established securities exchange, national
market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith. 

2.23 “Greater Than 10% Shareholder” shall mean an individual then-owning (within the meaning of Section 424(d) of the
Code) more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or any “parent corporation” or “subsidiary corporation” (as defined in Sections 424(e) and 424(f) of the Code,
respectively). 
 2.24 “Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock
option and conforms to the applicable provisions of Section 422 of the Code. 
 2.25 “LTIP Unit” shall mean, to the
extent authorized by the Partnership Agreement, a unit of the Partnership that is granted pursuant to Section 8.7 hereof and is intended to constitute a “profits interest” within the meaning of the Code. 

2.26 “Management Agreement” shall mean that certain Asset Management Agreement, dated [______], 2018, by and between the
Company and the Manager. 
 2.27 “Manager” shall mean Spirit Realty, L.P. or a Subsidiary of Spirit Realty, L.P. 

2.28 “Non-Employee Trustee” shall mean a Trustee of the Company who is not an Employee
of the Company, the Manager or their respective Affiliates. 
 2.29 “Non-Qualified Stock
Option” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code. 

2.30 “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 5 hereof. An Option
shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Trustees and Consultants
shall only be Non-Qualified Stock Options. 
 2.31 “Other Incentive Award” shall
mean an Award denominated in, linked to or derived from Shares or value metrics related to Shares, granted pursuant to Section 8.6 hereof. 

2.32 “Parent,” with respect to an entity (the “Subject Entity”), shall mean any other entity, whether
domestic or foreign, in an unbroken chain of entities ending with the Subject Entity (including the Company, the Partnership or the Manager) if each of the entities other than the Subject Entity beneficially owns, at the time of the determination,
securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain. 

2.33 “Participant” shall mean a person or entity who has been granted an Award pursuant to the Plan. 

2.34 “Partnership” shall mean Spirit MTA REIT, L.P. 

  
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 2.35 “Partnership Agreement” shall mean the Agreement of Limited Partnership of
Spirit MTA REIT, L.P., as the same may be amended, modified or restated from time to time. 
 2.36 “Performance Award” shall
mean an Award that is granted under Section 8.1 hereof. 
 2.37 “Performance Criteria” shall mean the criteria (and
adjustments) that the Committee selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows: 

(a) The Performance Criteria that may be used to establish Performance Goals include but are not limited to the following: (i) net
earnings (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization, and (E) non-cash equity-based compensation expense); (ii) gross or net
sales or revenue; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit; (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on
assets; (viii) return on capital; (ix) return on shareholders’ equity; (x) total shareholder return; (xi) return on sales; (xii) gross or net profit or operating margin; (xiii) costs; (xiv) funds from operations;
(xv) expenses; (xvi) working capital; (xvii) earnings per share; (xviii) adjusted earnings per share; (xix) price per Share; (xx) regulatory body approval for commercialization of a product; (xxi) implementation or
completion of critical projects; (xxii) market share; (xxiii) economic value; (xxiv) debt levels or reduction; (xxv) sales-related goals; (xxvi) comparisons with other stock market indices; (xxvii) operating efficiency;
(xxviii) employee satisfaction; (xxix) financing and other capital raising transactions; (xxx) recruiting and maintaining personnel; and (xxxi) year-end cash, any of which may be measured
either in absolute terms for the Company or any operating unit of the Company or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. 

(b) The Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more
of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing activities;
(iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any
entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a
business under Applicable Accounting Standards; (ix) items attributable to any share dividend, share split, combination or exchange of shares occurring during the Performance Period; (x) any other items of significant income or expense
which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are
outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items
relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and
contractual settlements; or (xix) items relating to any other unusual or nonrecurring events or changes in Applicable Law, Applicable Accounting Standards or business conditions. 

  
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 2.38 “Performance Goals” shall mean, for a Performance Period, one or more goals
established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of
overall performance of the Company, the Partnership, any Subsidiary, any division or business unit thereof or an individual. 
 2.39
“Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the
purpose of determining a Participant’s right to, vesting of, and/or the payment of, an Award. 
 2.40 “Performance
Share” shall mean a contractual right awarded under Section 8.5 hereof to receive a number of Shares or the cash value of such number of Shares based on the attainment of specified Performance Goals or other criteria determined by the
Administrator. 
 2.41 “Permitted Transferee” shall mean, with respect to a Participant, any “family member” of
the Participant, as defined under the General Instructions to Form S-8 Registration Statement under the Securities Act or any successor Form thereto, or any other transferee specifically approved by the
Administrator, after taking into account Applicable Law. 
 2.42 “Plan” shall mean this Spirit MTA REIT 2018 Incentive Award
Plan, as it may be amended from time to time. 
 2.43 “Program” shall mean any program adopted by the Administrator pursuant
to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan. 

2.44 “Public Trading Date” shall mean the first date upon which the Common Shares are listed (or approved for listing) upon
notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system. 

2.45 “REIT” shall mean a real estate investment trust within the meaning of Sections 856 through 860 of the Code. 

2.46 “Restricted Shares” shall mean an award of Shares made under Article 7 hereof that is subject to certain restrictions and
may be subject to risk of forfeiture. 
 2.47 “Restricted Share Unit” shall mean a contractual right awarded under
Section 8.4 hereof to receive in the future a Share or the cash value of a Share. 
 2.48 “Securities Act” shall mean
the Securities Act of 1933, as amended. 
 2.49 “Share Limit” shall have the meaning provided in Section 3.1(a) hereof.


  
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 2.50 “Shares” shall mean Common Shares. 

2.51 “Share Appreciation Right” shall mean a share appreciation right granted under Article 9 hereof. 

2.52 “Share Payment” shall mean a payment in the form of Shares awarded under Section 8.3 hereof. 

2.53 “Subsidiary,” with respect to an entity (the “Subject Entity”), shall mean (a) a corporation,
association or other business entity of which fifty percent (50%) or more of the total combined voting power of all classes of capital stock is owned, directly or indirectly, by the Subject Entity (including the Company, the Partnership or the
Manager) and/or by one or more Subsidiaries, (b) any partnership or limited liability company of which fifty percent (50%) or more of the equity interests are owned, directly or indirectly, by the Subject Entity (including the Company, the
Partnership or the Manager) and/or by one or more Subsidiaries, and (c) any other entity not described in clauses (a) or (b) above of which fifty percent (50%) or more of the ownership and the power (whether voting interests or otherwise),
pursuant to a written contract or agreement, to direct the policies and management or the financial and the other affairs thereof, are owned or controlled by the Subject Entity (including the Company, the Partnership or the Manager) and/or by one or
more Subsidiaries. 
 2.54 “Substitute Award” shall mean an Award granted under the Plan in connection with a corporate
transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, an outstanding equity award previously granted by a company or other entity that is a party
to such transaction; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Share Appreciation Right.

 2.55 “Successor Entity” shall have the meaning provided in Section 2.8(c)(i) hereof. 

2.56 “Termination of Service” shall mean, unless otherwise determined by the Administrator: 

(a) As to a Consultant, the time when the engagement of a Participant as a Consultant is terminated for any reason, with or without cause,
including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment and/or service as an Employee and/or Trustee with the Company, the
Manager or any of their respective Affiliates. 
 (b) As to a Non-Employee Trustee, the time when a
Participant who is a Non-Employee Trustee ceases to be a Trustee for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding
terminations where the Participant simultaneously commences or remains in employment and/or service as an Employee and/or Consultant with the Company, the Manager or any of their respective Affiliates. 

  
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 (c) As to an Employee, the time when the employment relationship between a Participant and the
Company, the Manager or any of their respective Affiliates, is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement, but excluding terminations where the Participant
simultaneously commences or remains in service as an Employee, Consultant and/or Trustee with the Company, the Manager or any of their respective Affiliates. 

(d) As to the Manager, the time when the engagement of the Manager by the Company is terminated for any reason. 

The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service,
including, without limitation, whether a Termination of Service has occurred, whether any Termination of Service resulted from a discharge for cause and whether any particular leave of absence constitutes a Termination of Service; provided,
however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable Law, 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 Service only 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.    For purposes of the Plan, a Participant’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that
the Affiliate employing or contracting with such Participant ceases to remain an Affiliate following any merger, sale of shares or other corporate transaction or event (including, without limitation, a
spin-off). 
 2.57 “Trustee” shall mean a member of the board of trustees (or
similar governing body) of the Company, the Manager or any of their respective Affiliates. 
 2.58 “Trustee Limit” shall
mean the limits applicable to Awards granted to Non-Employee Trustees under the Plan, as set forth in Section 3.3 hereof. 

ARTICLE 3. 
 SHARES
SUBJECT TO THE PLAN 
 3.1 Number of Shares. 

(a) Subject to Section 3.1(b) and Section 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to
Awards under the Plan is 3,645,000 (the “Share Limit”). In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Shares that may be issued under the Plan upon
the exercise of Incentive Stock Options shall be 3,645,000. Subject to Section 12.2 hereof, each LTIP Unit issued pursuant to an Award shall count as one Share for purposes of calculating the aggregate number of Shares available for issuance
under the Plan as set forth in this Section 3.1(a) and for purposes of calculating the Trustee Limit set forth in Section 3.3 hereof. 

  
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 (b) If any Shares subject to an Award are forfeited or expire or such Award is settled for cash
(in whole or in part), the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants of Awards under the Plan and shall be added back to the Share Limit in the same
number of Shares as were debited from the Share Limit in respect of the grant of such Award (as may be adjusted in accordance with Section 12.2 hereof). Notwithstanding anything to the contrary contained herein, the following Shares shall not
be added back to the Share Limit and will not be available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Participant
or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares subject to a Share Appreciation Right that are not issued in connection with the share settlement of the Share Appreciation Right on
exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of Options. Any Shares repurchased by the Company under Section 7.4 hereof at the same price paid by the Participant so that such
Shares are returned to the Company will again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan.
Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

 (c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan, except to the extent required by reason of
Section 422 of the Code. Additionally, tot he extent permitted by Applicable Law, in the event that a company acquired by the Company or any of its Affiliates, or with which the Company or any of its Affiliates combines, has shares available
under a pre-existing plan approved by its shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to
the holders of common shares of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided, however, that Awards using such
available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals
who were not employed by or providing services to the Company or its Affiliates immediately prior to such acquisition or combination. 
 3.2
Shares Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Shares or Common Shares purchased on the open market. 

3.3 Non-Employee Trustee Award Limit. Notwithstanding any provision to the contrary in the Plan
or in any other agreement, plan, policy or program regarding Non-Employee Trustee compensation, the sum of any cash compensation and the aggregate 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 equity-based Awards granted during any calendar year to a Non-Employee Trustee for
services as a Non-Employee Trustee shall not exceed $750,000 (the “Trustee Limit”). 

  
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 ARTICLE 4. 

GRANTING OF AWARDS 
 4.1
Participation. The Administrator may, from time to time, select from among all Eligible Persons, those to whom one or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with
the requirements of the Plan. No Eligible Person shall have any right to be granted an Award pursuant to the Plan. 
 4.2 Award
Agreement. Each Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent with the requirements of the Plan and any applicable Program. 

4.3 Limitations Applicable to Section 16 Persons. Notwithstanding anything contained herein to the contrary, with
respect to any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, the Plan, any applicable Program and the applicable Award Agreement shall be subject to any additional limitations set forth in any
applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule, and
such additional limitations shall be deemed to be incorporated by reference into such Award to the extent permitted by Applicable Law. 
 4.4
At-Will Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Participant any right to continue as an Employee, Trustee, Consultant or other service provider
of the Company, the Manager or any of their respective Affiliates, or shall interfere with or restrict in any way the rights of the Company, the Manager or any Affiliate thereof, which rights are hereby expressly reserved, to discharge any
Participant at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of any Participant’s employment or engagement, except to the extent expressly
provided otherwise in a written agreement between the Participant and the Company, the Manager or such Affiliate. 
 4.5 Foreign
Participants. Notwithstanding any provision of the Plan or an applicable Program to the contrary, in order to comply with the laws in other countries in which the Company, the Manager or any of their respective Affiliates operate or have
Employees, Non-Employee Trustees or Consultants, or in order to comply with the requirements of any foreign securities exchange or Applicable Law, the Administrator, in its sole discretion, shall have the
power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any
Award granted to Eligible Persons outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms and
procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the Share Limit or the Trustee Limit contained


  
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in Sections 3.1 and 3.3 hereof, respectively; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local
governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate
Applicable Law. 
 4.6 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the
Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time
from the grant of such other Awards. 
 ARTICLE 5. 

GRANTING OF OPTIONS 
 5.1
Granting of Options to Eligible Persons. The Administrator is authorized to grant Options to Eligible Persons from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be
inconsistent with the Plan. 
 5.2 Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any
person who is not an Employee of the Company or any “parent corporation” or “subsidiary corporation” of the Company (as defined in Sections 424(e) and 424(f) of the Code, respectively). No person who qualifies as a Greater Than
10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the
Administrator, with the consent of the Participant, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. 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 a Participant during any calendar year under the Plan and all
other plans of the Company or any “parent corporation” or “subsidiary corporation” of the Company (as defined in Section 424(e) and 424(f) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the
Options shall be treated as Non-Qualified Stock 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 and other
“incentive stock options” into account in the order in which they were granted and the fair market value of stock shall be determined as of the time the respective options were granted. In addition, to the extent that any Options otherwise
fail to qualify as Incentive Stock Options, such Options shall be treated as Nonqualified Stock Options. Any interpretations and rules under the Plan with respect to Incentive Stock Options shall be consistent with the provisions of Section 422
of the Code. 
 5.3 Option Exercise Price. The exercise price per Share subject to each Option shall be set by the
Administrator, but shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of
Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Shareholder, such price shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date the
Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). 

  
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 5.4 Option Term. The term of each Option shall be set by the Administrator in its sole
discretion; provided, however, that the term shall not be more than ten (10) years from the date the Option is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Shareholder.
The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Participant has the right to exercise the vested Options, which time period may not extend beyond the stated term of
the Option. Except as limited by the requirements of Section 409A or Section 422 of the Code, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in
connection with any Termination of Service of the Participant, and may amend any other term or condition of such Option relating to such a Termination of Service. 

5.5 Option Vesting. 

(a) The terms and conditions pursuant to which an Option vests in the Participant and becomes exercisable shall be determined by the
Administrator and set forth in the applicable Award Agreement. Such vesting may be based on service with the Company, the Manager or any of their respective Affiliates, any of the Performance Criteria, or any other criteria selected by the
Administrator. At any time after the grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the vesting of the Option. 

(b) No portion of an Option which is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable, except
as may be otherwise provided by the Administrator either in an applicable Program, the applicable Award Agreement or by action of the Administrator following the grant of the Option. 

5.6 Substitute Awards. Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is a
Substitute Award, the price per Share of the Shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided, however, that the exercise price of any Substitute Award shall be determined in
accordance with the applicable requirements of Sections 424 and 409A of the Code. 
 5.7 Substitution of Share Appreciation Rights.
The Administrator may, in its sole discretion, substitute an Award of Share Appreciation Rights for an outstanding Option at any time prior to or upon exercise of such Option; provided, however, that such Share Appreciation
Rights shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option. 

  
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 ARTICLE 6. 

EXERCISE OF OPTIONS 
 6.1
Partial 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 Administrator may require that, by the terms of the Option, a partial exercise
must be with respect to a minimum number of Shares. 
 6.2 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 such other person or entity designated by the Administrator, or his, her or its office, as applicable: 

(a) A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion
thereof, is exercised. The notice shall be signed by the Participant or other person then entitled to exercise the Option or such portion of the Option; 

(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with
Applicable Law. The Administrator may, in its sole discretion, also take such additional actions as 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 10.3 hereof by any person or
persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator; and 

(d) Full payment of the exercise price and applicable withholding taxes to the share administrator of the Company for the Shares with respect
to which the Option, or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with Sections 10.1 and 10.2 hereof. 

6.3 Notification Regarding Disposition. The Participant shall give the Company prompt written or electronic notice of any disposition of
Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two (2) years after the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) of such
Option to such Participant, or (b) one (1) year after the date of transfer of such Shares to such Participant. 

  
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 ARTICLE 7. 

RESTRICTED SHARES 
 7.1
Award of Restricted Shares. 
 (a) The Administrator is authorized to grant Restricted Shares to Eligible
Persons, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Shares, which terms and conditions shall not be inconsistent with the Plan or any applicable Program, and may impose such
conditions on the issuance of such Restricted Shares as it deems appropriate. 
 (b) The Administrator shall establish the purchase price,
if any, and form of payment for Restricted Shares; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise permitted by Applicable
Law. In all cases, legal consideration shall be required for each issuance of Restricted Shares to the extent required by Applicable Law. 

7.2 Rights as Shareholders. Subject to Section 7.4 hereof, upon issuance of Restricted Shares, the Participant shall have, unless
otherwise provided by the Administrator, all the rights of a shareholder with respect to said shares, subject to the restrictions in an applicable Program or in the applicable Award Agreement, including the right to receive all dividends and other
distributions paid or made with respect to the shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the shares shall be subject to the restrictions set forth in
Section 7.3 hereof. In addition, any dividends paid with respect to shares of Restricted Shares subject to performance-based vesting shall be subject to (and payable only upon the attainment of) the same vesting conditions applicable to the
underlying performance-based vesting Restricted Shares. 
 7.3 Restrictions. All shares of Restricted Shares (including any shares
received by Participants thereof with respect to shares of Restricted Shares as a result of share dividends, share splits or any other form of recapitalization) shall, in the terms of an applicable Program or the applicable Award Agreement, be
subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in
combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Participant’s continued employment, trusteeship or consultancy with
the Company, the Performance Criteria, Company or Affiliate performance, individual performance or other criteria selected by the Administrator. By action taken after the Restricted Shares is issued, the Administrator may, on such terms and
conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Shares by removing any or all of the restrictions imposed by the terms of any Program or by the applicable Award Agreement. Restricted Shares may not be sold
or encumbered until all restrictions are terminated or expire. 

  
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 7.4 Repurchase or Forfeiture of Restricted Shares. If no purchase price was paid by
the Participant for the Restricted Shares, upon a Termination of Service, the Participant’s rights in unvested Restricted Shares then subject to restrictions shall lapse, and such Restricted Shares shall be surrendered to the Company and
cancelled without consideration. If a purchase price was paid by the Participant for the Restricted Shares, upon a Termination of Service the Company shall have the right to repurchase from the Participant the unvested Restricted Shares then-subject
to restrictions at a cash price per share equal to the price paid by the Participant for such Restricted Shares or such other amount as may be specified in an applicable Program or the applicable Award Agreement. The Administrator in its sole
discretion may provide that, upon certain events, including without limitation a Change in Control, the Participant’s death, retirement or disability, any other specified Termination of Service or any other event, the Participant’s rights
in unvested Restricted Shares shall not terminate, such Restricted Shares shall vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase. 

7.5 Certificates for Restricted Shares. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the
Administrator shall determine. Certificates or book entries evidencing shares of Restricted Shares must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Company may, in
its sole discretion, retain physical possession of any share certificate until such time as all applicable restrictions lapse. 
 ARTICLE
8. 
 PERFORMANCE AWARDS; DIVIDEND EQUIVALENTS; SHARE PAYMENTS; RESTRICTED SHARE UNITS; PERFORMANCE SHARES; OTHER INCENTIVE AWARDS;
LTIP UNITS 
 8.1 Performance Awards. 

(a) The Administrator is authorized to grant Performance Awards to any Eligible Person. The value of Performance Awards may be linked to any
one or more of the Performance Criteria or other specific criteria determined by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. 

(b) Without limiting Section 8.1(a) hereof, the Administrator may grant Performance Awards to any Eligible Person in the form of a cash
bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which are established by the Administrator, in each case on a specified date or dates or over any period or periods determined by the
Administrator. 
 8.2 Dividend Equivalents. 

(a) Subject to Section 8.2(b) hereof, Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another
Award, based on dividends declared on the Common Shares, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminate or expire,
as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Administrator. 

  
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 (b) Notwithstanding the foregoing, (i) no Dividend Equivalents shall be payable with
respect to Options or Share Appreciation Rights and (ii) any Dividend Equivalents that may become payable with respect to Awards subject to performance-based vesting shall be subject to (and payable only upon the attainment of) the same vesting
conditions applicable to the underlying performance-based vesting Award. 
 8.3 Share Payments. The Administrator is authorized to
make one or more Share Payments to any Eligible Person. The number or value of Shares of any Share Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria or any other specific criteria, including
service to the Company, the Manager or any of their respective Affiliates, determined by the Administrator. Share Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such
Eligible Person. 
 8.4 Restricted Share Units. The Administrator is authorized to grant Restricted Share Units to any Eligible
Person. The number and terms and conditions of Restricted Share Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable, and
may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company, the Manager or any of their respective Affiliates, in each
case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or may permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted
Share Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Share Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A
of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable
Restricted Share Unit. 
 8.5 Performance Share Awards. Any Eligible Person selected by the Administrator may be granted one or more
Performance Share awards which shall be denominated in a number of Shares and the vesting of which may be linked to any one or more Performance Criteria, other specific performance criteria (in each case on a specified date or dates or over any
period or periods determined by the Administrator) and/or time-vesting or other criteria, as determined by the Administrator. 
 8.6 Other
Incentive Awards. The Administrator is authorized to grant Other Incentive Awards to any Eligible Person, which Awards may cover Shares or the right to purchase Shares or have a value derived from the value of, or an exercise or conversion
privilege at a price related to, or that are otherwise payable in or based on, Shares, shareholder value or shareholder return, in each case, on a specified date or dates or over any period or periods determined by the Administrator. Other Incentive
Awards may be linked to any one or more Performance Criteria or any other specific performance criteria determined appropriate by the Administrator. Other Incentive Awards may be paid in cash, Shares, or a combination of cash and Shares, as
determined by the Administrator. 

  
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 8.7 LTIP Units. The Administrator is authorized to grant LTIP Units in such amount and
subject to such terms and conditions as may be determined by the Administrator; provided, however, that LTIP Units may only be issued to a Participant for the performance of services to or for the benefit of the
Partnership (a) in the Participant’s capacity as a partner of the Partnership, (b) in anticipation of the Participant becoming a partner of the Partnership, or (c) as otherwise determined by the Administrator, provided
that the LTIP Units are intended to constitute “profits interests” within the meaning of the Code, including, to the extent applicable, Revenue Procedure 93-27,
1993-2 C.B. 343 and Revenue Procedure 2001-43, 2001-2 C.B. 191. The Administrator shall specify the conditions and dates upon
which the LTIP Units shall vest and become nonforfeitable. LTIP Units shall be subject to the terms and conditions of the Partnership Agreement and such other restrictions, including restrictions on transferability, as the Administrator may impose.
These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter. 

8.8 Other Terms and Conditions. All applicable terms and conditions of each Award described in this Article 8, including without
limitation, as applicable, the term, vesting conditions and exercise/purchase price applicable to the Award, shall be set by the Administrator in its sole discretion, provided, however, that the value of the consideration paid by a
Participant for an Award shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law. 
 8.9 Exercise
upon Termination of Service. Awards described in this Article 8 are exercisable or distributable, as applicable, only while the Participant is an Employee, Trustee or Consultant (or, in the case of Awards granted to the Manager or its
Affiliates, while the Manager or such Affiliate is providing services to the Company or its Affiliates), as applicable. The Administrator, however, in its sole discretion may provide that such Award may be exercised or distributed subsequent to a
Termination of Service as provided under an applicable Program, Award Agreement, payment deferral election and/or in certain events, including without limitation, a Change in Control, the Participant’s death, retirement or disability or any
other specified Termination of Service. 
 ARTICLE 9. 

SHARE APPRECIATION RIGHTS 

9.1 Grant of Share Appreciation Rights. 

(a) The Administrator is authorized to grant Share Appreciation Rights to Eligible Persons from time to time, in its sole discretion, on such
terms and conditions as it may determine consistent with the Plan. 

  
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 (b) A Share Appreciation Right shall entitle the Participant (or other person entitled to
exercise the Share Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Share Appreciation Right (to the extent then-exercisable pursuant to its terms) and to receive from the Company an amount determined by
multiplying the difference obtained by subtracting the exercise price per Share of the Share Appreciation Right from the Fair Market Value on the date of exercise of the Share Appreciation Right by the number of Shares with respect to which the
Share Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose. Except as described in Section 9.1(c) hereof, the exercise price per Share subject to each Share Appreciation Right shall be set by the
Administrator, but shall not be less than one hundred percent (100%) of the Fair Market Value on the date the Share Appreciation Right is granted. 

(c) Notwithstanding the foregoing provisions of Section 9.1(b) hereof to the contrary, in the case of a Share Appreciation Right that is
a Substitute Award, the price per share of the shares subject to such Share Appreciation Right may be less than 100% of the Fair Market Value per share on the date of grant; provided, however, that the exercise price of any Substitute
Award shall be determined in accordance with the applicable requirements of Sections 424 and 409A of the Code. 
 9.2 Share Appreciation
Right Vesting. 
 (a) The Administrator shall determine the period during which the Participant shall vest in a Share Appreciation Right
and have the right to exercise such Share Appreciation Rights (subject to Section 9.4 hereof) in whole or in part. Such vesting may be based on service with the Company, the Manager or any of their respective Affiliates, any of the Performance
Criteria or any other criteria selected by the Administrator. At any time after grant of a Share Appreciation Right, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during
which the Share Appreciation Right vests. 
 (b) No portion of a Share Appreciation Right which is unexercisable at Termination of Service
shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in an applicable Program or Award Agreement or by action of the Administrator following the grant of the Share Appreciation Right. 

9.3 Manner of Exercise. All or a portion of an exercisable Share Appreciation Right shall be deemed exercised upon delivery of all of
the following to the share administrator of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable: 

(a) A written or electronic notice complying with the applicable rules established by the Administrator stating that the Share Appreciation
Right, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then-entitled to exercise the Share Appreciation Right or such portion of the Share Appreciation Right; 

(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with
all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such
compliance; 

  
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 (c) In the event that the Share Appreciation Right shall be exercised pursuant to this
Section 9.3 by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Share Appreciation Right; and 

(d) Full payment of the applicable withholding taxes to the share administrator of the Company for the Shares with respect to which the Share
Appreciation Rights, or portion thereof, are exercised, in a manner permitted by the Administrator in accordance with Sections 10.1 and 10.2 hereof. 

9.4 Share Appreciation Right Term. The term of each Share Appreciation Right shall be set by the Administrator in its sole discretion;
provided, however, that the term shall not be more than ten (10) years from the date the Share Appreciation Right is granted. The Administrator shall determine the time period, including the time period following a Termination of
Service, during which the Participant has the right to exercise the vested Share Appreciation Rights, which time period may not extend beyond the expiration date of the Share Appreciation Right term. Except as limited by the requirements of
Section 409A of the Code, the Administrator may extend the term of any outstanding Share Appreciation Right, and may extend the time period during which vested Share Appreciation Rights may be exercised, in connection with any Termination of
Service of the Participant, and may amend any other term or condition of such Share Appreciation Right relating to such a Termination of Service. 

ARTICLE 10. 
 ADDITIONAL
TERMS OF AWARDS 
 10.1 Payment. The Administrator shall determine the methods by which payments by any Participant with respect
to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including Shares issuable pursuant to the exercise, vesting or payment of the Award) held for such period of time as may be
required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the
Participant has placed a market sell order with a broker with respect to Shares then-issuable upon exercise or vesting of an Award, 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 aggregate payments required; provided, however, that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the
Administrator. The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Trustee or an
“executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such
payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act. 

  
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 10.2 Tax Withholding. The Company, the Manager and their respective Affiliates shall have
the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s social security, Medicare
and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the
foregoing requirement, or in satisfaction of such additional withholding obligations as a Participant may have elected or agreed, allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including
without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be
limited to the number of Shares which have a fair market value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the maximum statutory withholding rates in the applicable jurisdictions for
federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax
withholding obligations due in connection with a broker-assisted cashless Option or Share Appreciation Right exercise involving the sale of Shares to pay the Option or Share Appreciation Right exercise price or any tax withholding obligation. 

10.3 Transferability of Awards. 

(a) Except as otherwise provided in Section 10.3(b), (c) or (d) hereof: 

(i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and
distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed; 

(ii) No Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Participant
or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, 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) unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such
Shares have lapsed, and any attempted disposition of an Award prior to the satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition is permitted by clause (i) of this provision; and

 (iii) During the lifetime of the Participant, only the Participant may exercise an Award (or any portion thereof) granted to him under
the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Participant, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award
Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Participant’s will or under the then-applicable laws of descent and distribution. 

  
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 (b) Subject to Section 12.8 hereof, Awards granted to the Manager or its Affiliates may be
transferred by such entity to an Employee or Trustee of the Manager or any of its Affiliates, subject to such terms, conditions and requirements (if any) as may be determined by the Administrator in its sole discretion. Without limiting the
generality of the foregoing, unless otherwise determined by the Administrator, any Award so transferred shall be subject to the terms and conditions set forth in Section 10.3(c) below. 

(c) Notwithstanding Section 10.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant or a
Permitted Transferee of such Participant to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is to become a Non-Qualified Stock Option) to any one or more Permitted
Transferees of such Participant, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee (other than to another Permitted Transferee
of the applicable Participant) other than by will or the laws of descent and distribution; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the
original Participant (other than the ability to further transfer the Award); and (iii) the Participant (or transferring Permitted Transferee) and the Permitted Transferee shall execute any and all documents requested by the Administrator,
including without limitation, documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and
(C) evidence the transfer. In addition, and further notwithstanding Section 10.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant to transfer Incentive Stock Options to a trust that constitutes a
Permitted Transferee if, under Section 671 of the Code and applicable state law, the Participant is considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust. 

(d) Notwithstanding Section 10.3(a) hereof, a Participant may, in the manner determined by the Administrator, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Participant, except to the extent the Plan, the Program and the Award Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Administrator. If the Participant is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a “community property” state, a designation of a person other than
the Participant’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than fifty percent (50%) of the Participant’s interest in the Award shall not be effective without the prior written or electronic
consent of the Participant’s spouse or domestic partner. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is delivered to the Administrator in writing prior to the Participant’s death. 

  
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 (e) Notwithstanding anything to the contrary contained herein, the transfer of any Award shall
be subject to the terms and conditions of the Management Agreement and the Partnership Agreement. 
 10.4 Conditions to Issuance of
Shares. 
 (a) Notwithstanding anything herein to the contrary, neither the Company nor its Affiliates shall be required to issue
or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Shares is in compliance with
Applicable Law, and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such
reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems advisable in order to comply with any such Applicable Law. 

(b) All Share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any
stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place legends on any Share certificate or book entry to reference restrictions applicable to the
Shares. 
 (c) The Administrator shall have the right to require any Participant to comply with any timing or other restrictions with
respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator. 

(d) No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of
fractional Shares or whether such fractional Shares shall be eliminated by rounding down. 
 (e) Notwithstanding any other provision of the
Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company and/or its Affiliates may, in lieu of delivering to any Participant certificates evidencing Shares issued in connection with any Award, record the
issuance of Shares in the books of the Company (or, as applicable, its transfer agent or share plan administrator). 
 10.5 Forfeiture and
Claw-Back Provisions. 
 (a) Pursuant to its general authority to determine the terms and conditions applicable to Awards under the
Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Participant to agree by separate written or electronic instrument, that: (i) any proceeds, gains or other economic benefit
actually or constructively received by the Participant upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company, and (ii) the Award shall terminate and any
unexercised portion of the Award (whether or not vested) shall be forfeited, if (x) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, (y) the
Participant 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 Administrator or (z) the
Participant incurs a Termination of Service for cause; and 

  
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 (b) All Awards (including any proceeds, gains or other economic benefit actually or
constructively received by a Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the applicable provisions of any claw-back policy implemented by the Company,
whether implemented prior to or after the grant of such Award, including without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including without limitation the Dodd-Frank Wall Street Reform and Consumer
Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement. 

10.6 Prohibition on Repricing. Subject to Section 12.2 hereof, the Administrator shall not, without the approval of the
shareholders of the Company, authorize the amendment of any outstanding Option or Share Appreciation Right to reduce its price per share, or cancel any Option or Share Appreciation Right in exchange for cash or another Award when the Option or Share
Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. 
 10.7 Cash Settlement. Without limiting
the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof. 

10.8 Leave of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any
unpaid leave of absence. A Participant shall not cease to be considered an Employee, Non-Employee Trustee or Consultant, as applicable, in the case of any (a) leave of absence approved by the employing
entity, (b) transfer between locations of the Company or between the Company, the Manager and any of their respective Affiliates or any successor thereof, or (c) change in status (Employee to Trustee, Employee to Consultant, etc.),
provided that such change does not affect the specific terms applying to the Participant’s Award. 
 10.9 Terms May Vary Between
Awards. The terms and conditions of each Award shall be determined by the Administrator in its sole discretion and the Administrator shall have complete flexibility to provide for varied terms and conditions as between any Awards, whether of the
same or different Award type and/or whether granted to the same or different Participants (in all cases, subject to the terms and conditions of the Plan). 

10.10 Acceleration on Death or Disability. Except as may otherwise be provided in an applicable Award Agreement, in the event that the
Participant experiences a Termination of Service due to the Participant’s death or disability (whether a “disability” exists to be reasonably determined by the Administrator), any Awards held by the Participant shall automatically
vest in full and, if applicable, become exercisable; provided, that with respect to any Award that vests and/or is earned based on the achievement of Performance Goals, such Award shall vest and be deemed earned as to the target number of
Shares subject to such Award (and no additional Shares subject to such Award shall vest or become payable thereafter). 

  
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 ARTICLE 11. 

ADMINISTRATION 
 11.1
Administrator. Unless the Board has otherwise theretofore delegated the administration of the Plan to a Committee as set forth herein, prior to the Public Trading Date, the Board shall administer the Plan. Effective as of the Public Trading
Date, the Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and, unless otherwise determined by the Board, shall
consist solely of two or more Non-Employee Trustees appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as a
“non-employee director” as defined by Rule 16b-3 of the Exchange Act and an “independent director” under the rules of any securities exchange or
automated quotation system on which the Shares are listed, quoted or traded, in each case, to the extent required under such provision; provided, however, that any action taken by the Committee shall be valid and effective,
whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 11.l or otherwise provided in the Company’s charter or Bylaws or any
charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment, Committee members may resign at any time by delivering written or
electronic notice to the Board, and vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the
Plan with respect to Awards granted to Non-Employee Trustees of the Company and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof. 

11.2 Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in
accordance with its provisions. The Administrator shall have the power to interpret the Plan and all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not
inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement provided that the rights or obligations of the holder of the Award that is the subject of any such Program or Award Agreement are
not affected adversely by such amendment, unless the consent of the Participant is obtained or such amendment is otherwise permitted under Section 12.13 hereof. Any such grant or award under the Plan need not be the same with respect to each
Participant. 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 sole discretion, the Board may at any time and from time to time exercise any and
all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act, or the rules of any securities exchange or automated quotation system on
which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee. 

  
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 11.3 Action by the Administrator. Unless otherwise established by the Board, in the
Company’s charter or Bylaws or in any charter of the Administrator or as required by Applicable Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is
present, and acts approved in writing by all members of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other
information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan. 
 11.4 Authority of Administrator. Subject to any specific designation in the
Plan and Applicable Law, the Administrator has the exclusive power, authority and sole discretion to: 
 (a) Designate Eligible Persons
(including the Manager or its Affiliates) to receive Awards; 
 (b) Determine the type or types of Awards to be granted to each Eligible
Person; 
 (c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate; 

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant
price, or purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and
any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines; 

(e) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid
in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 
 (f) Prescribe the form of each
Award Agreement, which need not be identical for each Participant; 
 (g) Determine as between the Company, the Partnership and any
Affiliate which entity will make payments with respect to an Award, consistent with applicable securities laws and other Applicable Law; 

(h) Decide all other matters that must be determined in connection with an Award; 

(i) Establish, adopt, or revise any Program, rules and regulations as it may deem necessary or advisable to administer the Plan; 

  
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 (j) Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any
Award Agreement; and 
 (k) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator
deems necessary or advisable to administer the Plan. 
 11.5 Decisions Binding. The Administrator’s interpretation of the Plan,
any Awards granted pursuant to the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties. 

11.6 Delegation of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time delegate to a
committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 11; provided, however, that in no event
shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act or (b) officers of the Company (or
Trustees) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under other Applicable Law.
Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times,
the delegatee appointed under this Section 11.6 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any committee at any time and
re-vest in itself any previously delegated authority. 
 ARTICLE 12. 

MISCELLANEOUS PROVISIONS 

12.1 Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.1, the Plan may be
wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company’s shareholders given within twelve (12) months before or after the action by
the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof, (i) increase the Share Limit or the Trustee Limit, (ii) authorize the amendment of any outstanding Option or Share Appreciation Right to
reduce its price per share, or (iii) cancel any Option or Share Appreciation Right in exchange for cash or another Award when the Option or Share Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Except
as provided in Section 12.13 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself
otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any Award be granted under the Plan after the tenth (10th) anniversary of the Effective Date (the “Expiration Date”). Any Awards that are outstanding on the Expiration Date, or the date of termination of the Plan (if earlier), shall remain
in force according to the terms of the Plan and the applicable Award Agreement. 

  
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 12.2 Changes in Common Shares or Assets of the Company, Acquisition or Liquidation of the
Company and Other Corporate Events. 
 (a) In the event of any share dividend, share split, combination or exchange of shares, merger,
consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the shares of the Company’s shares or the share price of the Company’s shares other than an Equity
Restructuring, the Administrator may make equitable adjustments, if any, to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the
Share Limit and the Trustee Limit); (ii) the number and kind of Shares (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable
performance targets or criteria with respect thereto); and/or (iv) the grant or exercise price per share for any outstanding Awards under the Plan. 

(b) In the event of any transaction or event described in Section 12.2(a) hereof or any unusual or nonrecurring transactions or events
affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law or Applicable Accounting Standards, the Administrator, in its sole discretion, and on such terms and conditions as it
deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take any one or more of the following actions whenever the Administrator 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 Award under the Plan, to facilitate such transactions or events or to give effect to
such changes in laws, regulations or principles: 
 (i) To provide for either (A) termination of any such Award in exchange for an
amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of
the transaction or event described in this Section 12.2, the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be
terminated by the Company without payment) or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion having an aggregate value not exceeding the amount that could have been attained
upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vested; 

(ii) To provide that such 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; 

  
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 (iii) To make adjustments in the number and type of securities subject to outstanding Awards and
Awards which may be granted in the future and/or in the terms, conditions and criteria included in such Awards (including the grant or exercise price, as applicable); 

(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all securities covered thereby,
notwithstanding anything to the contrary in the Plan or an applicable Program or Award Agreement; and 
 (v) To provide that the Award
cannot vest, be exercised or become payable after such event. 
 (c) In connection with the occurrence of any Equity Restructuring, and
notwithstanding anything to the contrary in Sections 12.2(a) and 12.2(b) hereof: 
 (i) The number and type of securities subject to each
outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted; and/or 
 (ii) The
Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan
(including, but not limited to, adjustments to the Share Limit, the Trustee Limit). 
 The adjustments provided under this
Section 12.2(c) shall be nondiscretionary and shall be final and binding on the affected Participant and the Company. 
 (d) Except as
may otherwise be provided in any applicable Award Agreement or other written agreement entered into between the Company (or an Affiliate) and a Participant, if a Change in Control occurs and a Participant’s outstanding Awards are not continued,
converted, assumed, or replaced by the surviving or successor entity in such Change in Control, then immediately prior to the Change in Control such outstanding Awards, to the extent not continued, converted, assumed, or replaced, shall become fully
vested and exercisable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse. Upon, or in anticipation of, a Change in Control, the Administrator may cause any and all Awards outstanding hereunder to terminate at a
specific time in the future, including but not limited to the date of such Change in Control, and shall give each Participant the right to exercise such Awards during a period of time as the Administrator, in its sole and absolute discretion, shall
determine. For the avoidance of doubt, if the value of an Award that is terminated in connection with this Section 12.2(d) is zero or negative at the time of such Change in Control, such Award shall be terminated upon the Change in Control
without payment of consideration therefor. 
 (e) The Administrator may, in its sole discretion, include such further provisions and
limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan. 

  
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 (f) Unless otherwise determined by the Administrator, no adjustment or action described in this
Section 12.2 or in any other provision of the Plan shall be authorized (i) to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code and (ii) with respect to any Award to the
extent such adjustment or action would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act. 

(g) The existence of the Plan, any Program, any Award Agreement and/or any Award granted hereunder shall not affect or restrict in any way the
right or power of the Company, the shareholders of the Company or any Affiliate to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s or such Affiliate’s capital structure or its business,
any merger or consolidation of the Company or any Affiliate, any issue of shares or of options, warrants or rights to purchase shares or of bonds, debentures, preferred or prior preference shares whose rights are superior to or affect the Common
Shares, the securities of any Affiliate or the rights thereof or which are convertible into or exchangeable for Common Shares or securities of any Affiliate, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 
 (h)
No action shall be taken under this Section 12.2 which shall cause an Award to fail to comply with Section 409A of the Code or an exemption therefrom, in either case, to the extent applicable to such Award, unless the Administrator
determines any such adjustments to be appropriate. 
 (i) In the event of any pending share dividend, share split, combination or exchange
of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Shares or the share price of the Common Shares including any Equity Restructuring, for
reasons of administrative convenience, the Company in its sole discretion may refuse to permit the exercise of any Award during a period of thirty (30) days prior to the consummation of any such transaction. 

12.3 Approval of Plan by Shareholders. The Plan shall be submitted for the approval of the Company’s shareholders
within twelve (12) months after the date of the Board’s initial adoption of the Plan. If the Plan is not approved by shareholders within twelve (12) months after its adoption by the Board, then the Plan shall be of no force or effect.

 12.4 No Shareholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Participant
shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record owner of such Shares. 

12.5 Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an
automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted
through the use of such an automated system. 

  
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 12.6 Section 83(b) Election. No Participant may make an election under
Section 83(b) of the Code with respect to any Award under the Plan without the consent of the Administrator, which the Administrator may grant (prospectively or retroactively) or withhold in its sole discretion. If, with the consent of the
Administrator, a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Shares as of the date of transfer of the Restricted Shares rather than as of the date or dates upon which the Participant
would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service. 

12.7 Grant of Awards to Certain Employees or Consultants. The Company, the Partnership, the Manager and any Affiliate of the Company,
the Partnership or the Manager may provide through the establishment of a formal written policy or otherwise for the method by which Shares or other securities of the Company or the Partnership may be issued and by which such Shares or other
securities and/or payment therefor may be exchanged or contributed among such entities, or may be returned upon any forfeiture of Shares or other securities by the Participant, for the purpose of ensuring that the relationship between the Company
and its Affiliates remain at arm’s-length. 
 12.8 REIT Status. The Plan shall be
interpreted and construed in a manner consistent with the Company’s status as a REIT. No Award shall be granted or awarded, and with respect to any Award granted under the Plan, such Award shall not vest, be exercisable or be settled: 

(a) to the extent that the grant, vesting, exercise or settlement of such Award could cause the Participant or any other person to be in
violation of the Common Share Ownership Limit or the Aggregate Share Ownership Limit (each as defined in the Company’s charter, as amended from time to time) or any other provision of Section 7.2 of the Company’s charter; or 

(b) if, in the discretion of the Administrator, the grant, vesting, exercise or settlement of such Award could impair the Company’s
status as a REIT; 
 (c) if, in the discretion of the Administrator, the grant, vesting, exercise or settlement of such Award could impair
the Partnership’s status as a partnership for U.S. federal income tax purposes. 
 12.9 Effect of Plan upon Other Compensation
Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate: (a) to
establish any other forms of incentives or compensation for Employees, Trustees or Consultants of the Company or any Affiliate or for Employees or Trustees of the Manager or any Affiliate or (b) to grant or assume options or other rights or
awards otherwise than under the Plan in connection with any proper corporate purpose including without 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, limited liability company, firm or association. 

  
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 12.10 Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan,
the issuance and delivery of Shares and LTIP Units and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law 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 the 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 Law. To the extent permitted by Applicable Law, the Plan and
Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such Applicable Law. 
 12.11 Titles and
Headings, References to Sections of the Code or Exchange Act. The titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings,
shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto. 
 12.12 Governing
Law. The Plan and any Programs or Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Maryland without regard to conflicts of laws thereof. 

12.13 Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject
to Section 409A of the Code, the Plan, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. In that regard, to
the extent any Award under the Plan or any other compensatory plan or arrangement is subject to Section 409A of the Code, and such Award or other amount is payable on account of a Participant’s Termination of Service (or any similarly
defined term), then (a) such Award or amount shall only be paid to the extent such Termination of Service qualifies as a “separation from service” as defined in Section 409A of the Code, and (b) if such Award or amount is
payable to a “specified employee” as defined in Section 409A of the Code then to the extent required in order to avoid a prohibited distribution under Section 409A of the Code, such Award or other compensatory payment shall not
be payable prior to the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s Termination of Service, or (ii) the date of the Participant’s
death. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, in the event that following the
Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code, the Administrator may (but is not obligated to), without a Participant’s consent, adopt such amendments to the Plan and the applicable
Program and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (A) exempt
the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (B) comply with the requirements of Section 409A of the Code and thereby avoid the application
of any penalty taxes under Section 409A of the Code. The Company makes no representations or warranties as to the tax treatment of any 

  
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Award under Section 409A of the Code or otherwise. The Company shall have no obligation under this Section 12.13 or otherwise to take any action (whether or not described herein) to
avoid the imposition of taxes, penalties or interest under Section 409A of the Code with respect to any Award and shall have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are
determined to constitute non-compliant, “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A of the Code. 

12.14 No Rights to Awards. No Eligible Person or other person shall have any claim to be granted any Award pursuant to the Plan, and
neither the Company nor the Administrator is obligated to treat Eligible Persons, Participants or any other persons uniformly. 
 12.15
Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Program or
Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. 

12.16 Indemnification. To the extent allowable pursuant to Applicable Law and the Company’s charter and Bylaws, each member of the
Board and any officer or other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against
and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided, however, that he or she gives the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the
Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 

12.17 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any
pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder. 

12.18 Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates. 

* * * * * 
 I hereby certify that the
foregoing Plan was duly adopted by the Board of Trustees of Spirit MTA REIT on May 1, 2018. 

  
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 * * * * * 

I hereby certify that the foregoing Plan was approved by the shareholders of Spirit MTA REIT on May 1, 2018. 

Executed on this              day of
                     , 2018. 
  

	
	  
 Corporate
Secretary




  
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