Exhibit 10.1


SECOND AMENDED AND RESTATED


RETAIL OPPORTUNITY INVESTMENTS CORP.


2009 EQUITY INCENTIVE PLAN


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


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


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


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


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


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


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


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


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


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






     


     


    

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


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


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


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


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


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


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


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


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


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


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


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


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






     


     


    

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


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


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


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


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


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


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


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


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


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


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


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


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


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






     


     


    

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


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


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


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


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


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


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


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


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


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


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


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


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


“Securities Act” means the
Securities Act of 1933.


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


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


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


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


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






     


     


    

3.                  
EFFECTIVE DATE. The original effective date of the Plan was the date of closing of the transactions contemplated by the Framework
Agreement, dated as of August 7, 2009, by and between NRDC Acquisition and NRDC Capital Management, LLC. The Plan was previously amended
and restated effective April 25, 2018. The Plan is amended and restated effective April 25, 2022 (the “Restatement Date”).
Grants made under the Plan before the Restatement Date will be subject to the terms of the Plan and the limits thereunder as in effect
before the Restatement Date, and Grants made under the Plan on and after the Restatement Date will be subject to the terms of the Plan
and the limits hereunder as reflected in this restated Plan document. The Plan shall terminate on, and no Grant shall be made hereunder
on or after, the 10-year anniversary of the Restatement Date; provided, however, that the Board may at any time prior to
that date terminate the Plan.


4.                  
ADMINISTRATION.


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


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


(c)                
Grant of Awards.


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






     


     


    

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


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


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


(d)               
Awards.


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


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


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


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


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


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






     


     


    

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


5.                  
PARTICIPATION.


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


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


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


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


6.                  
STOCK.


(a)                
Subject to adjustments pursuant to Section 15, the aggregate number of Fungible Units which may be subject to Grants made under the Plan
shall equal 10,954,694 (the “Fungible Unit Limit”). In accordance with the Fungible Unit weighting mechanisms described
in Sections 6(a)(i) - (ii) below for different Grant types, (x) a maximum of 5,002,143 Shares may be issued pursuant to Awards under the
Plan if all such Grants made under the Plan are granted as Full Value Awards and (y) a maximum of 10,954,694 Shares may be issued pursuant
to Grants under the Plan if all such Grants made under the Plan are granted as Options ((x) and (y), collectively, the “Share
Limit”). The Share Limit with respect to Grants made shall range from 5,002,143 Shares to 10,954,694 Shares (but in no event
more than 10,954,694 Shares) depending on the types of Grants actually granted under the Plan. The maximum aggregate number of Shares
that may be issued under the Plan following the Restatement Date pursuant to the exercise of Incentive Stock Options shall not exceed
10,954,694 Shares (or such lesser number as may be available under the Share Limit). Shares subject to Grants made shall be counted as
follows:


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


(ii)               
Full Value Awards shall be counted against the Fungible Unit Limit as 2.19 Fungible Units for every one Share subject to such Full Value
Award.


(b)               
Notwithstanding the first sentence of this Section 6, (i) Shares that have been granted as Restricted Stock or that have been reserved
for distribution in payment for Options or Phantom Shares but are later cancelled, forfeited, terminated, settled in cash or otherwise
settled without delivery to the Grantee of the full number of Shares to which the Grant related or for any other reason are not payable
under the Plan; and (ii) Shares as to which an Option is granted under the Plan that remains unexercised at the expiration, forfeiture
or other termination of such Option, may be the subject of the issue of further Grants; provided, however, that such Shares shall
not become available for issuance hereunder if either: the applicable Shares are withheld or surrendered following termination of the
Plan or at the time the applicable Shares are withheld or surrendered, it would constitute a material revision of the Plan subject to
stockholder approval under any then-applicable rules of the national securities exchange on which the Shares are listed. Shares that have
been (A) tendered as payment for the exercise of Options, (B) withheld to cover applicable taxes or (C) repurchased by the Company using
the proceeds from the exercise of an Option shall not again be available for issuance hereunder. Shares shall be deemed to be used in
settlement of a Full Value Award whether or not they are actually delivered or the Fair Market Value of such Shares is paid in cash. If
any Shares subject to a Grant are forfeited or expire or such Grant is settled for cash (in whole or in part), the Shares subject to such
Grant shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future Grants under the Plan and
shall be added back to the Fungible Unit Limit (and correspondingly to the Share Limit) as the same number of Shares as would be debited
from the Fungible Unit Limit (and correspondingly, the Share Limit) in respect of any such current Grant (as may be adjusted in accordance
with Section 15 hereof). If any Shares subject to a Grant made






     


     


    

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


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


7.                  
TERMS AND CONDITIONS OF OPTIONS.


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


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


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


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


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


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


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


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


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






     


     


    

(c)                
Term and Nontransferability of Grants and Options.


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


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


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


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


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


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


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


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


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


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






     


     


    

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


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


8.                  
SPECIAL RULES FOR INCENTIVE STOCK OPTIONS.


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


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


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


9.                  
PROVISIONS APPLICABLE TO RESTRICTED STOCK.


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


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


(c)                
Certificates.


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


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






     


     


    

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


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


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


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


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


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


10.               
PROVISIONS APPLICABLE TO PHANTOM SHARES.


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


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


(c)                
Vesting.






     


     


    

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


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


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


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


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


(d)               
Settlement of Phantom Shares.


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


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


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


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


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


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






     


     


    

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


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


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


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


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


(e)                
Other Phantom Share Provisions.


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


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


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


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


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


(f)                 
Claims Procedures.


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


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



     


     


    




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


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


11.               
PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.


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


(b)               
Certain Terms.


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


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


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


(d)               
Deferral.


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


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


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






     


     


    

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


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


15.               
RECAPITALIZATION AND CHANGES OF CONTROL.


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


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


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


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


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


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


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






     


     


    

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


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


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


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


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


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


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


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


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


17.               
SECURITIES LAW REQUIREMENTS.


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


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






     


     


    

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


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


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


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


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


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


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


18.               
COMPLIANCE WITH SECTION 409A OF THE CODE.


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


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






     


     


    

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


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


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


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


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


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


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






     


     


    

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


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


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


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