Exhibit 10.1


  


AMENDED
AND RESTATED EQUITY PLAN


 


KITE
REALTY GROUP TRUST


2013
EQUITY INCENTIVE PLAN


 


(AS
AMENDED AND RESTATED AS OF MAY 11, 2022)


 






    


     


    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	1.	PURPOSE	 1
	2.	DEFINITIONS	 1
	3.	PLAN ADMINISTRATION	 6
	 	3.1	Committee	     6
	 	 	3.1.1	Powers and Authorities	     6
	 	 	3.1.2	Composition of Committee 	     6
	 	 	3.1.3	Other Committees	     7
	 	3.2	Board	     7
	 	3.3	Terms of Awards	     7
	 	 	3.3.1	Committee Authority	     7
	 	 	3.3.2	Forfeiture; Recoupment	     8
	 	3.4	No Repricing	     8
	 	3.5	Issuance of Partnership Units: Options	     8
	 	3.6	Issuance of Partnership Units: Restricted Shares and Unrestricted Shares	 9
	 	3.7	Issuance of Partnership Units: Other Awards	9
	 	3.8	Deferral Arrangement	9
	 	3.9	No Liability	9
	 	3.10	Registration; Share Certificates	10
	4.	SHARES SUBJECT TO THE PLAN	     10
	 	4.1	Number of Shares Available for Awards	     10
	 	4.2	Adjustments in Authorized Shares	     10
	 	4.3	Share Usage	  10
	5.	EFFECTIVE DATE; TERM; AMENDMENT AND TERMINATION	 11
	 	5.1	Effective Date; Term	 11
	 	5.2	Amendment and Termination	 11
	6.	AWARD ELIGIBILITY AND LIMITATIONS	      12
	 	6.1	Eligible Grantees 	      12
	 	6.2	Limitation on Shares Subject to Awards and Cash Awards	12
	 	6.3	Stand-Alone, Additional, Tandem and Substitute Awards	     12
	7.	AWARD AGREEMENT	     13
	8.	TERMS AND CONDITIONS OF OPTIONS	     13
	 	8.1	Option Price	     13
	 	8.2	Vesting	     13
	 	8.3	Term	     13
	 	8.4	Termination of Service	     13
	 	8.5	Limitations on Exercise of Option	     14
	 	8.6	Method of Exercise	     14
	 	8.7	Rights of Holders of Options	     14
	 	8.8	Delivery of Shares 	     14
	 	8.9	Transferability of Options	     14
	 	8.10	Family Transfers	     14
	 	8.11	Limitations on Incentive Share Options	15
	 	8.12	Notice of Disqualifying Disposition	15



 






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	9.	TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS	      15
	 	9.1	Right to Payment and SAR Price	15
	 	9.2	Other Terms	15
	 	9.3	Term	16
	 	9.4	Rights of Holders of SARs	16
	 	9.5	Transferability of SARs	16
	 	9.6	Family Transfers	16
	10.	TERMS AND CONDITIONS OF RESTRICTED SHARES, RESTRICTED SHARE UNITS, AND DEFERRED SHARE UNITS 	16
	 	10.1	Grant of Restricted Shares, Restricted Share Units and Deferred Share Units 	  16
	 	10.2	Restrictions	17
	 	10.3	Registration; Restricted Share Certificates	   17
	 	10.4	Rights of Holders of Restricted Shares	17
	 	10.5	Rights of Holders of Restricted Share Units and Deferred Share Units	18
	 	 	10.5.1	Voting and Dividend Rights	18
	 	 	10.5.2	Creditor’s Rights	18
	 	10.6	Termination of Service	18
	 	10.7	Purchase of Restricted Shares and Shares Subject to
    Restricted Share Units and Deferred Share Units	 18
	 	10.8	Delivery of Shares	 19
	11.	TERMS AND CONDITIONS OF UNRESTRICTED SHARES AND OTHER EQUITY- BASED AWARDS	 19
	 	11.1	Unrestricted Shares	19
	 	11.2	Other Equity-Based Awards	19
	12.	TERMS AND CONDITIONS OF LTIP UNITS AND AO LTIP UNITS	 19
	 	12.1	General	19
	 	12.2	Vesting and Forfeiture	20
	 	12.3	Share Usage	20
	13.	FORM OF PAYMENT	 20
	 	13.1	General Rule	20
	 	13.2	Surrender of Shares	20
	 	13.3	Cashless Exercise	20
	 	13.4	Other Forms of Payment.	20
	14.	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	 21
	 	14.1	Dividend Equivalent Rights	21
	 	14.2	Termination of Service	 21



 






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	15.	TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS	 21
	 	15.1	Grant of Performance-Based Awards	21
	 	15.2	Value of Performance-Based Awards	21
	 	15.3	Earning of Performance-Based Awards	22
	 	15.4	Form and Timing of Payment of Performance-Based Awards	22
	 	15.5	Performance Conditions	22
	 	 	15.5.1	Timing For Establishing Performance Goals	22
	 	 	15.5.2	Forfeiture	22
	16.	PARACHUTE LIMITATIONS	23
	17.	REQUIREMENTS OF LAW	23
	 	17.1	General	23
	 	17.2	Rule 16b-3	24
	18.	EFFECT OF CHANGES IN CAPITALIZATION	 24
	 	18.1	Changes in Shares	24
	 	18.2	Reorganization in Which the Company Is the Surviving Entity That Does not Constitute a Corporate Transaction	25
	 	18.3	Corporate Transaction	25
	 	18.4	Corporate Transaction in which Awards Granted after the Effective Date are not Assumed	26
	 	18.5	Corporate Transaction in which Awards Granted after the Effective Date are Assumed	27
	 	18.6	Adjustments	27
	 	18.7	No Limitations on Company	27
	19.	GENERAL PROVISIONS	 28
	 	19.1	Disclaimer of Rights	28
	 	19.2	Nonexclusivity of the Plan	28
	 	19.3	Withholding Taxes	28
	 	19.4	Captions	29
	 	19.5	Construction 	29
	 	19.6	Other Provisions	29
	 	19.7	Number and Gender	29
	 	19.8	Severability	29
	 	19.9	Governing Law	29
	 	19.10	Code Section 409A	30




 






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KITE
REALTY GROUP TRUST


2013 EQUITY INCENTIVE PLAN


 





(AS
AMENDED AND RESTATED AS OF MAY 11, 2022)


 


		1.	PURPOSE



 


The Plan is intended to (a) provide eligible persons
with an incentive to contribute to the success of the Company and to operate and manage the Company’s business in a manner that
will provide for the Company’s long-term growth and profitability to benefit its shareholders and other important stakeholders,
including its employees and customers, and (b) provide a means of obtaining, rewarding, and retaining key personnel. To this end,
the Plan provides for the grant of awards of share options, share appreciation rights, restricted shares, restricted share units, deferred
share units, unrestricted shares, dividend equivalent rights, other equity-based awards, AO LTIP units, LTIP units, and cash bonus awards.
Any of these awards may, but need not, be made as performance incentives to reward the holders of such awards for the achievement of performance
goals in accordance with the terms of the Plan. Share options granted under the Plan may be nonqualified share options or incentive share
options, as provided in the Plan.


 


		2.	DEFINITIONS



 


For purposes of interpreting the Plan documents (including
the Plan and Award Agreements), the following definitions will apply, unless the context clearly indicates otherwise:


 


 2.1 “Affiliate” means any company or other entity that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary.




 


 2.2 “Amendment Date” means May 11, 2022, subject to approval of the Plan by the Company’s shareholders on such date.




 


 2.3 “AO LTIP Unit” will have the meaning set forth in the Limited Partnership Agreement.




 


2.4 “Applicable
Laws” means the legal requirements relating to the Plan and the Awards under (a) applicable provisions of the Code,
the Securities Act, the Exchange Act, any rules or regulations thereunder, and any other laws, rules, regulations and
government orders of any jurisdiction applicable to the Company or its Affiliates, (b) applicable provisions of the corporate,
securities, tax and other laws, rules, regulations and government orders of any jurisdiction applicable to Awards granted to
residents thereof and (c) the rules of any Stock Exchange or Securities Market on which the Shares are listed or publicly
traded.


 


 2.5 “Award” means a grant under the Plan of an Option, a Share Appreciation Right, a Restricted Share, a Restricted Share Unit, a Deferred Share Unit, an Unrestricted Share, a Dividend Equivalent Right, an Other Equity-Based Award, an AO LTIP Unit, an LTIP Unit, or cash.




 


 2.6 “Award Agreement” means the written agreement, in such paper, electronic, or other form as determined by the Committee, between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.




 


 2.7 “Award Shares” will have the meaning set forth in Section 18.4(a)(ii).




 


 2.8 “Benefit Arrangement” will have the meaning set forth in Section 16.




 


 2.9 “Board” means the Board of Trustees of the Company.




 






     


     


    

 


2.10
 “Cause” will have the meaning set forth in an applicable
employment agreement between a Grantee and the Company or an Affiliate, and in the absence of such agreement, means, with respect to
any Grantee and as determined by the Committee, (a) gross negligence or willful misconduct in connection with the performance
of duties; (b) conviction of a criminal offense (other than minor traffic
offenses); or (c) material breach of any term of any employment, consulting or other services, confidentiality, intellectual
property or non-competition agreement, if any, between such Grantee and the Company or an Affiliate. Any determination by the
Committee whether an event constituting Cause has occurred will be final, binding, and conclusive.


 


2.11 “Code”
means the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and any successor thereto. References
in the Plan to any Code section will be deemed to include, as applicable, regulations promulgated under such Code section.


 


2.12 “Committee”
means a committee of, and designated from time to time by resolution of, the Board, which will be constituted as provided in Section 3.1.2 and Section 3.1.3 (or,
if no Committee has been so designated, the Board).


 


2.13 “Company”
means Kite Realty Group Trust, a Maryland real estate investment trust, and any successor thereto.


 


2.14 “Conversion
Factor” will have the meaning set forth in Article I of the Limited Partnership Agreement.


 


2.15 “Corporate
Transaction” means, subject to Section 19.10,
with respect to an Award, the occurrence, in a single transaction or in a series of related transactions, of any one of the following:
(a) the dissolution or liquidation of the Company or a merger,
consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity; (b) a
consummated sale of all or substantially all of the assets of the Company to another person or entity; (c) any transaction (including
a merger or reorganization in which the Company is the surviving entity) that results in any person or entity (other than persons or
entities who are shareholders or Affiliates immediately prior to the transaction) owning 30% or more of the combined voting power of
all classes of shares of the Company; or (d) individuals who, on the Prior Plan Effective Date, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a trustee subsequent to the Prior Plan Effective Date whose election, or nomination for election by the
Company’s shareholders was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board (either
by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without
written objection to such nomination) will be considered as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest
with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or contests by or on behalf
of a person other than the Board.


 


The Committee shall have full and final authority,
in its sole discretion, to determine conclusively whether a Corporate Transaction has occurred pursuant to the above definition, the date
of the occurrence of such Corporate Transaction, and any incidental matters relating thereto.


 


2.16 “Deferred
Share Unit” means a Restricted Share Unit, the terms of which provide for delivery of the underlying Shares after the date
of vesting, at a time or times consistent with the requirements of Code Section 409A, awarded to a Grantee pursuant to Section 10.


 


2.17 “Determination
Date” means the Grant Date or such other date as of which the Fair Market Value of a Share is required to be established
for purposes of the Plan.


 


2.18 “Disability”
means the inability of a Grantee to perform each of the essential duties of such Grantee’s position by reason of a medically
determinable physical or mental impairment that is potentially permanent in character or that can be expected to last for a
continuous period of not less than 12 months; provided that, with respect to rules regarding expiration of an Incentive
Share Option following termination of a Grantee’s Service, Disability will mean the inability of such Grantee to engage in any
substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in
death or that has lasted or can be expected to last for a continuous period of not less than 12 months.


 






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2.19 “Dividend
Equivalent Right” means a right, granted to a Grantee pursuant to Section 14, to receive cash, Shares, other
Awards, or other property equal in value to dividends or other periodic payments paid or made with respect to a specified number of
Shares.


 


2.20 “Employee”
means, as of any date of determination, an employee (including an officer) of the Company or an Affiliate.


 


 2.21 “Effective Date” means May 8, 2013.




 


2.22 “Exchange
Act” means the Securities Exchange Act of 1934, as amended, as now in
effect or as hereafter amended, and any successor thereto.


 


2.23 “Fair
Market Value” means the fair market value of a Share for purposes of the Plan, which will be determined as of any
Determination Date as follows:


 


(a)   If on such Determination Date the Shares are
listed on a Stock Exchange or are publicly traded on another established securities market (a “Securities
Market”), the Fair Market Value of a Share will be the closing price of the Share on such Determination Date as reported
on such Stock Exchange or such Securities Market; provided that if there is no such reported closing price, the Fair Market
Value will be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such Determination
Date; provided further, that if there is more than one such Stock Exchange or Securities Market, the Committee will designate
the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination. If there is no such
reported closing price on such Determination Date, the Fair Market Value of a Share will be the closing price of the Share on the
next preceding day on which any sale of Shares were reported on such Stock Exchange or such Securities Market.


 


(b)   If
on such Determination Date the Shares are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value
of a Share will be the value of the Share on such Determination Date as determined by the Committee by the reasonable application of a
reasonable valuation method, in a manner consistent with Code Section 409A.


 


Notwithstanding this Section 2.23 or Section 19.3,
for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to Section 19.3,
the Fair Market Value will be determined by the Committee in good faith using any reasonable method as it deems appropriate, to be
applied consistently with respect to Grantees; provided that the Committee shall determine the Fair Market Value of Shares
due in connection with sales, by or on behalf of a Grantee, of such Shares subject to an Award to pay the Option Price and/or any
tax withholding obligation on the same date on which such Shares may first be sold pursuant to the terms of the applicable Award
Agreement (including broker-assisted cashless exercises of Options, as described in Section 13.3, and sell-to-cover
transactions) in any manner consistent with applicable provisions of the Code, including but not limited to using the sale price of
such Shares on such date (or if sales of such Shares are effectuated at more than one sale price, the weighted average sale price of
such Shares on such date) as the Fair Market Value of such Shares, so long as such Grantee has provided the Company, or its designee
or agent, with advance written notice of such sale.


 


2.24 “Family
Member” means, with respect to any Grantee as of any date of determination, (a) a person who is a spouse, former
spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of such Grantee; (b) any
person sharing such Grantee’s household (other than a tenant or employee); (c) a trust in which any one or more of the
persons specified in clauses (a) and (b) above own more than 50% of the beneficial interest; (d) a foundation in
which any one or more of the persons specified in clauses (a) and (b) above (or such Grantee) control the management of
assets; and (e) any other entity in which one or more of the persons specified in clauses (a) and (b) above (or such Grantee) own more than 50% of the voting interests.


 






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 2.25 “Full Value Award” means an Award other than an Option, a SAR, an AO LTIP Unit, or another Award that does not deliver the full value at grant thereof of the underlying Shares or Partnership Units.




 


 2.26 “Grant Date” means, as determined by the Committee, the latest to occur of (a) the date as of which the Committee approves the Award, (b) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6, or (c) such subsequent date specified by the Committee in the corporate action approving the Award.




 


 2.27 “Grantee” means a person who receives or holds an Award under the Plan.




 


 2.28 “Incentive Share Option” means an “incentive share option” within the meaning of Code Section 422, or the corresponding provision of any subsequently enacted tax statute.




 


 2.29 “Limited Partnership” means Kite Realty Group, L.P., a Delaware limited partnership.




 


 2.30 “Limited Partnership Agreement” means the Limited Partnership’s Amended and Restated Agreement of Limited Partnership, as amended and/or restated from time to time.




 


 2.31 “LTIP Unit” will have the meaning set forth in the Limited Partnership Agreement.




 


 2.32 “Nonqualified Share Option” means an Option that is not an Incentive Share Option.




 


 2.33 “Option” means an option to purchase one or more Shares at a specified Option Price awarded to a Grantee pursuant to Section 8.




 


 2.34 “Option Price” means the exercise price for each Share subject to an Option.




 


 2.35 “Other Agreement” will have the meaning set forth in Section 16.




 


 2.36 “Other Equity-Based Award” means an Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, other than an Option, a Share Appreciation Right, a Restricted Share, a Restricted Share Unit, a Deferred Share Unit, an Unrestricted Share, or a Dividend Equivalent Right.




 


 2.37 “Outside Trustee” means a member of the Board who is not an Employee.




 


 2.38 “Parachute Payment” will have the meaning set forth in Section 16(a).




 


 2.39 “Partnership Unit” will have the meaning set forth in the Limited Partnership Agreement.




 


 2.40 “Performance-Based Award” means an Award made subject to the achievement of performance goals (as provided in Section 15) over a Performance Period specified by the Committee.




 


 2.41 “Performance Measures” means performance criteria on which performance goals under Performance-Based Awards are based.




 


 2.42 “Performance Period” means the period of time during which the performance goals under Performance-Based Awards must be met to determine the degree of payout and/or vesting with respect to any such Performance-Based Awards.




 






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 2.43 “Plan” means this Kite Realty Group Trust 2013 Equity Incentive Plan, as amended and/or restated from time to time.




 


 2.44 “Prior Amendment Date” means February 28, 2019.




 


 2.45 “Prior Plan” means the Kite Realty Group Trust 2004 Equity Incentive Plan.




 


 2.46 “Prior Plan Effective Date” means July 23, 2004, the date on which the Prior Plan was approved by the Board.




 


 2.47 “Restricted Period” will have the meaning set forth in Section 10.2.




 


 2.48 “Restricted Share” means a Share awarded to a Grantee pursuant to Section 10.




 


 2.49 “Restricted Share Unit” or “Share Unit” (as referred to in the Prior Plan) means a bookkeeping entry representing the equivalent of one Share awarded to a Grantee pursuant to Section 10.




 


 2.50 “SAR Price” will have the meaning set forth in Section 9.1.




 


 2.51 “Securities Act” means the Securities Act of 1933, as amended, as now in effect or as hereafter amended, and any successor thereto.




 


2.52 “Service”
means service qualifying a Grantee as a Service Provider to the Company or an Affiliate. Unless otherwise provided in the applicable
Award Agreement, a Grantee’s change in position or duties will not result in interrupted or terminated Service, so long as
such Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, any determination
by the Committee whether a termination of Service will have occurred for purposes of the Plan will be final, binding, and
conclusive. If a Service Provider’s employment or other service relationship is with an Affiliate and the applicable entity
ceases to be an Affiliate, a termination of Service will be deemed to have occurred when such entity ceases to be an Affiliate,
unless the Service Provider transfers his or her employment or other service relationship to the Company or any other Affiliate.


 


2.53 “Service
Provider” means (a) an Employee, director, or trustee of the Company or an Affiliate, or( b) a consultant or adviser
to the Company or an Affiliate (i) who is a natural person, (ii) who provides bona fide services to the Company or an
Affiliate, and (iii) whose services are not in connection with the Company’s offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s Shares.




 


 2.54 “Share” means the common shares of beneficial interest, par value $0.01 per share, of the Company or any security that Shares may be changed into or for which Shares may be exchanged as provided in Section 18.1.




 


 2.55 “Share Appreciation Right” or “SAR” means a right granted to a Grantee pursuant to Section 9.




 


 2.56 “Share Limit” will have the meaning set forth in Section 4.1.




 


 2.57 “Stock Exchange” means the New York Stock Exchange or another established national or regional stock exchange.




 


2.58 “Subsidiary”
means any corporation (other than the Company) or non-corporate entity with respect to which the Company owns, directly or
indirectly, 50% or more of the total combined voting power of all classes of shares, membership interests, or other ownership
interests of any class or kind ordinarily having the power to vote for the directors, trustees, managers, or other voting members of
the governing body of such corporation or non-corporate entity; provided that for purposes of Incentive Share Options,
 “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Code
Section 424(f). In addition, any other entity may be designated by the Committee as a Subsidiary; provided that
(a) such entity could be considered as a subsidiary according to U.S. generally accepted accounting principles, and (b) in the
case of an Award of an Option or a Share Appreciation Right, such Award would be considered to be granted in respect of “service
recipient stock” under Code Section 409A.


 






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 2.59 “Substitute Award” means an Award granted under the Plan in substitution for outstanding awards previously granted under a compensatory plan of a business entity acquired or to be acquired by the Company or an Affiliate or with which the Company or an Affiliate has combined or will combine.




 


 2.60 “Ten Percent Shareholder” means a natural person who owns more than ten percent of the total combined voting power of all classes of outstanding voting securities of the Company, the Company’s parent (if any) or any of the Company’s Subsidiaries. In determining share ownership, the attribution rules of Code Section 424(d) will be applied.




 


 2.61 “Unrestricted Share” will have the meaning set forth in Section 11.




 


		3.	PLAN ADMINISTRATION



 


		3.1	Committee.



 


		3.1.1	Powers and Authorities.



 


The Committee will administer the Plan
and will have such powers and authorities related to the administration of the Plan as are consistent with the Company’s
certificate of incorporation and bylaws and Applicable Laws. Without limiting the generality of the foregoing, the Committee will
have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award
or any Award Agreement, and will have full power and authority to take all such other actions and make all such other determinations
not inconsistent with the specific terms and conditions of the Plan that the Committee deems to be necessary or appropriate to the
administration of the Plan, any Award or any Award Agreement. All such actions and determinations will be made by (a) the
affirmative vote of a majority of the members of the Committee present at a meeting at which a quorum is present, or (b) the
unanimous consent of the members of the Committee executed in writing or evidenced by electronic transmission in accordance with the
Company’s certificate of incorporation and bylaws and Applicable Laws. Unless otherwise expressly determined by the Board, the
Committee will have the authority to interpret and construe all provisions of the Plan, any Award and any Award Agreement, and any
such interpretation or construction, and any other determination contemplated to be made under the Plan or any Award Agreement, by
the Committee will be final, binding and conclusive whether or not expressly provided for in any provision of the Plan, such Award
or such Award Agreement.


 


In the event that the Plan, any Award, or
any Award Agreement provides for any action to be taken by the Board or any determination to be made by the Board, such action may be
taken or such determination may be made by the Committee constituted in accordance with this Section 3.1 if the Board has
delegated the power and authority to do so to such Committee.


 


Notwithstanding any provision of the Plan
to the contrary, the Committee will not take any action or grant any Awards under the Plan that could cause the Company to fail to qualify
as a real estate investment trust for federal income tax purposes.


 


		3.1.2	Composition of Committee.



 


The Committee will be a committee
composed of not fewer than two trustees of the Company designated by the Board to administer the Plan. Each member of the Committee
will be (a) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, and (b) an
 “independent director” in accordance with the rules of any Stock Exchange or Securities Market on which the Shares
are listed or publicly traded; provided that any action taken by the Committee will 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 3.1.2 or otherwise provided in any charter of the Committee. Without limiting the generality of
the foregoing, the Committee may be the Compensation Committee of the Board or a subcommittee thereof if the Compensation Committee
of the Board or such subcommittee satisfies the foregoing requirements.


 






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		3.1.3	Other Committees.



 


The Board also may appoint one or more committees
of the Board, each composed of one or more trustees of the Company who need not be Outside Trustees, which committee may administer the
Plan with respect to Grantees who are not “officers” as defined in Rule 16a-1(f) under the Exchange Act or trustees
of the Company, may grant Awards under the Plan to such Grantees, and may determine all terms of such Awards, subject to the requirements
of Rule 16b-3 under the Exchange Act, and the rules of any Stock Exchange or Securities Market on which the Shares are listed
or publicly traded.


 


		3.2	Board.



 


The Board from time to time may exercise
any or all of the powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1
and other applicable provisions of the Plan, as the Board will determine, consistent with the Company’s certificate of incorporation
and bylaws and Applicable Laws.


 


		3.3	Terms of Awards.



 


		3.3.1	Committee Authority.



 


Subject to the other terms and conditions
of the Plan, the Committee will have full and final authority to:


 


		(a)	designate Grantees;



 


		(b)	determine the type or types of Awards to be made to a Grantee;



 


		(c)	determine the number of Shares to be subject to an Award;



 


(d)   establish
the terms and conditions of each Award (including the Option Price of any Option, the SAR Price of any SAR, the exercise price of any
AO LTIP Unit or the purchase price for Restricted Shares), the nature and duration of any restriction or condition (or provision for lapse
thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the Shares subject to the Award, the treatment of an
Award in the event of a Corporate Transaction (subject to applicable agreements), and any terms or conditions that may be necessary to
qualify Options as Incentive Share Options;


 


		(e)	accelerate the exercisability or vesting of an Award or a portion thereof;



 


		(f)	prescribe the form of each Award Agreement evidencing an Award;



 


(g)   subject to the
limitation on repricing in Section 3.4, amend, modify or supplement the terms of any outstanding Award, which authority
will include the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make Awards or to
modify outstanding Awards made to eligible natural persons who are foreign nationals or are natural persons who are employed outside
the United States to reflect differences in local law, tax policy, or custom; provided that, notwithstanding the foregoing,
no amendment, modification or supplement of the terms of any outstanding Award will, without the consent of the Grantee thereof,
impair such Grantee’s rights under such Award; and


 






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		(h)	make Substitute Awards.



 


		3.3.2	Forfeiture; Recoupment.



 


The Committee may reserve the right in an
Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award under such Award Agreement on account
of actions taken by, or failed to be taken by, such Grantee in violation or breach of or in conflict with any (a) employment agreement,
(b) non-competition agreement, (c) agreement prohibiting solicitation of Employees or clients of the Company or an Affiliate,
(d) confidentiality obligation with respect to the Company or an Affiliate, (e) Company policy or procedure, (f) other
agreement, or (g) any other obligation of such Grantee to the Company or an Affiliate, as and to the extent specified in such Award
Agreement. If the Grantee of an outstanding Award is an Employee of the Company or an Affiliate and such Grantee’s Service is terminated
for Cause, the Committee may annul such Grantee’s outstanding Award as of the date of the Grantee’s termination of Service
for Cause.


 


Any Award granted pursuant to the Plan shall
be subject to mandatory repayment by the Grantee to the Company (i) to the extent set forth in this Plan or an Award Agreement or
(ii) to the extent the Grantee is, or in the future becomes, subject to (A) any Company or Affiliate “clawback”
or recoupment policy that is adopted to comply with the requirements of any Applicable Laws, or (B) any Applicable Laws which impose
mandatory recoupment, under circumstances set forth in such Applicable Laws.


 


		3.4	No Repricing.



 


Except in connection with a corporate transaction
involving the Company (including any share dividend, distribution (whether in the form of cash, Shares, other securities, or other property),
share split, extraordinary cash dividend, recapitalization, change in control, Corporate Transaction, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other securities or similar transaction), the Company may not, without
obtaining shareholder approval: (a)amend the terms of outstanding Options, SARs, or AO LTIP Units to reduce the Option Price of such outstanding
Options, the SAR Price of such outstanding SARs, or the exercise price of such outstanding AO LTIP Units; (b) cancel outstanding
Options, SARs, or AO LTIP Units in exchange for or substitution of Options, SARs, or AO LTIP Units with an Option Price, SAR Price, or
exercise price, as applicable, that is less than the Option Price, SAR Price, or exercise price of the original Options, SARs, or AO LTIP
Units; (c) cancel outstanding Options, SARs, or AO LTIP Units with an Option Price, SAR Price, or exercise price, as applicable,
above the current share price in exchange for cash or other securities; or (d) take any other action that is treated as a repricing
under U.S. generally accepted accounting principles.


 


		3.5	Issuance of Partnership Units: Options.



 


(a)      Issuance of Partnership Units
and Capital Account Adjustments. Upon the exercise of an Option, the Limited Partnership will issue to the Company a number of
Partnership Units equal to (i) the number of Shares issued to the Grantee, divided by (ii) the Conversion Factor. The
Company’s capital account in the Limited Partnership will be credited with an amount equal to the aggregate Fair Market Value
of the Shares issued upon exercise of the Option.


 


(b)      Cash Contributions by the
Company. Upon exercise of an Option, the Company will contribute to the Limited Partnership an amount of cash equal to the
aggregate Option Price paid by the Grantee for the Shares issued upon exercise, regardless of whether the Grantee pays the Option
Price in cash, Shares, or a combination thereof; provided that, if the Grantee pays with Shares, the Company will have the
right to cancel the Shares received, in which event Partnership Units held by the Company in an amount equal to the Shares canceled
multiplied by the Conversion Factor will be canceled by the Limited Partnership. The Company’s contribution of cash to the
Limited Partnership pursuant to the preceding sentence will not be treated as a contribution to capital and the Company’s
capital account in the Limited Partnership will not be credited with the amount of cash so contributed.


 






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(c)      Fractional
Share Cash Reimbursements by the Limited Partnership. The Limited Partnership will reimburse the Company for any cash paid with respect
to a fractional Share upon the surrender of an Option in accordance with the Plan. Such reimbursement will be treated as the reimbursement
of an expense incurred by the Company on behalf of the Limited Partnership, will not be treated as a distribution by the Limited Partnership
to the Company, and will not reduce the Company’s capital account in the Limited Partnership.


 


		3.6	Issuance of Partnership Units: Restricted Shares and Unrestricted Shares.



 


Upon the grant of Restricted Shares and
Unrestricted Shares, the Limited Partnership will issue to the Company a corresponding number of Partnership Units equal to (a) the
number of Shares awarded to the Grantee pursuant to the corresponding Award, divided by (b) the Conversion Factor, which Partnership
Units are subject to the same restrictions or conditions as those applicable to the corresponding Award. Upon the lapse of restrictions
or payment of the Award, as applicable, the restrictions applicable to the corresponding restricted Partnership Units referred to in
this Section 3.6 also will lapse. The Company’s capital account in the Limited Partnership will be adjusted, as appropriate,
to reflect the issuance of Shares, and such capital account also will be adjusted, as appropriate, in the event that the Shares subject
to the Award are forfeited or the restrictions on the Award lapse.


 


		3.7	Issuance of Partnership Units: Other Awards.



 


Upon the payment of Restricted Share
Units, Deferred Share Units, SARs payable in Shares or Awards other than Options, Restricted Shares and Unrestricted Shares that are
payable in Shares, and upon the conversion of AO LTIP Units and LTIP Units into Shares, the Limited Partnership will issue to the
Company a corresponding number of Partnership Units equal to (a) the number of Shares payable to the Grantee pursuant to the
corresponding Award, divided by (b) the Conversion Factor, which Partnership Units are subject to the same restrictions or
conditions as those applicable to the corresponding Award. The Company’s capital account in the Limited Partnership will be
adjusted, as appropriate, to reflect the issuance of Shares, and such capital account also will be adjusted to reflect the issuance
of Shares.


 


		3.8	Deferral Arrangement.



 


The Committee may permit or require the deferral
of any payment pursuant to any Award into a deferred compensation arrangement, subject to such rules and procedures as it may establish,
which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith, provisions
for converting such credits into Deferred Share Units; provided that no Dividend Equivalent Rights may be granted in connection
with, or related to, an Award of Options or SARs. Any such deferrals will be made in a manner that complies with Code Section 409A,
including, if applicable, with respect to when a “separation from service” (as defined for purposes of Code Section 409A)
occurs.


 


		3.9	No Liability.



 


No member of the Board or the Committee
will be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.
Notwithstanding any provision of the Plan to the contrary, neither the Company, an Affiliate, the Board, the Committee, nor any
person acting on behalf of the Company, an Affiliate, the Board, or the Committee will be liable to any Grantee or to the estate or
beneficiary of any Grantee or to any other holder of an Award under the Plan by reason of any acceleration of income, or any
additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of
Code Section 422 or Code Section 409A or by reason of Code Section 4999, or otherwise asserted with respect to the
Award; provided that this Section 3.9 shall not affect any of the rights or obligations set forth in an
applicable agreement between the Grantee and the Company or an Affiliate.


 






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		3.10	Registration; Share Certificates.



 


Notwithstanding any provision of the Plan
to the contrary, the ownership of the Shares issued under the Plan may be evidenced in such a manner as the Committee, in its sole discretion,
deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of one or more share
certificates.


 


		4.	SHARES SUBJECT TO THE PLAN



 


		4.1	Number of Shares Available for Awards.



 


Subject to such additional Shares as
will be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 18,
(a) as of the Effective Date, the maximum number of Shares reserved for issuance under the Plan will be equal to the sum of
(i) 6,000,000 Shares, plus (ii) the number of Shares available for future awards under the Prior Plan as of the Effective
Date, plus (iii) the number of Shares related to awards outstanding under the Prior Plan as of the Effective Date that
thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such Shares and become
available for issuance under the Plan (the “2013 Plan Shares”), and (b) as of the Amendment Date, an
additional 6,000,000 Shares shall be reserved for issuance under the Plan (the “Amended 2013 Plan Shares,”
together with the 2013 Plan Shares, the “Share Limit”). Such Shares may be authorized and unissued Shares or
treasury Shares or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of
the Shares available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the Shares
available for issuance under the Plan will be reserved for issuance pursuant to Incentive Share Options.


 


		4.2	Adjustments in Authorized Shares.



 


In connection with mergers, reorganizations,
separations, or other transactions to which Code Section 424(a) applies, the Committee will have the right to cause the Company
to assume awards previously granted under a compensatory plan by another business entity that is a party to such transaction and/or to
grant Substitute Awards under the Plan for such awards. Assumed awards shall not, but Substitute Awards shall, reduce the number of Shares
otherwise available for issuance under the Plan, and shares available for issuance under a shareholder-approved plan of a business entity
that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under
the Plan and shall not reduce the number of Shares otherwise available for issuance under the Plan, subject to applicable rules of
any Stock Exchange or Securities Market on which the Shares are listed or publicly traded.


 


		4.3	Share Usage.



 


(a)   Shares
subject to, or which could be issued in respect of, an Award will be counted as used as of the Grant Date.


 


(b)   Any Shares that are
subject to, or which could be issued in respect to, Awards granted shall be counted against the 2013 Plan Shares as one Share for
every one Share subject to, or which could be issued in respect of, such Award. Subject to Section 12.3, (i) any
Shares that are subject to, or which could be issued in respect of, Awards other than Full Value Awards shall be counted against the
Amended 2013 Plan Shares as 1/5.35 Share for every one Share subject to, or which could be issued in respect of, such Award, and
(ii) any Shares that are subject to, or which could be issued in respect of, Full Value Awards shall be counted against the
Amended 2013 Plan Shares as one Share for every one Share subject to, or which could be issued in respect of, such Award. With
respect to SARs, the number of Shares subject to an Award of SARs shall be counted against the Share Limit under the Plan regardless
of the number of Shares actually issued to settle such SARs upon exercise. At least the target number of Shares issuable under a
Performance-Based Award will be counted against the Share Limit as of the Grant Date, but such number will be adjusted to equal the
actual number of Shares issued upon settlement of the Performance-Based Award to the extent different from such number of
Shares.


 






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(c)   Notwithstanding
anything to the contrary in Section 4.1, any Shares related to Awards under the Plan or the Prior Plan that thereafter terminate
by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares will be available again for issuance under the
Plan, in the same amount as such Shares were counted against the Share Limit.


 


(d)   The number of Shares
available for issuance under the Plan will not be increased by the number of Shares (i) tendered or withheld or subject to an
Award granted under the Plan or the Prior Plan surrendered in connection with the purchase of Shares upon exercise of an Option as
provided in Section 13.2, (ii) deducted or delivered from payment of an Award granted under the Plan or the Prior
Plan in connection with the Company’s tax withholding obligations as provided in Section 19.3,
(iii) purchased by the Company with proceeds from Option exercises, or (iv) subject to a SAR granted under the Plan or the
Prior Plan that is settled in Shares that were not issued upon the net settlement or net exercise of such SAR.


 


		5.	EFFECTIVE DATE; TERM; AMENDMENT AND TERMINATION



 


		5.1	Effective Date; Term.



 


The Prior Plan was effective as of the
Prior Plan Effective Date, and the Plan, which amended and restated the Prior Plan, was originally effective as of the Effective
Date and was further amended and restated as of the Prior Amendment Date. The Plan, as amended and restated, will become effective
as of the Amendment Date, subject to approval of the Plan, as amended and restated, by the Company’s shareholders. Subject to
approval of the Plan, as amended and restated, by the Company’s shareholders, Awards granted under the Plan prior to the
Amendment Date will become subject to the terms of the Plan, as amended and restated, except to the extent that the terms and
conditions of such Awards are inconsistent with the terms and conditions of the Plan, as amended and restated, in which case the
terms and conditions of such Awards will continue to govern.


 


The Plan shall terminate on the first
to occur of (a) 11:59 pm ET on the day before the tenth anniversary of the Amendment Date, (b) the date determined in
accordance with Section 5.2, and (c) the date determined in accordance with Section 18.3. No Awards may
be granted after termination of the Plan, and upon such termination of the Plan, all then-outstanding Awards shall continue to have
full force and effect in accordance with the provisions of the terminated Plan and the applicable Award Agreement (or other
documents evidencing such Awards).


 


		5.2	Amendment and Termination.



 


The Board may, at any time and from
time to time, amend or suspend the Plan; provided that, with respect to Awards theretofore granted under the Plan, no
amendment or suspension of the Plan shall, without the consent of the Grantee, materially impair the rights or obligations under any
such Award. The effectiveness of any amendment to the Plan shall be contingent on approval of such amendment by the Company’s
shareholders to the extent provided by the Board or required by Applicable Laws; provided that no amendment shall be made to
the no-repricing provisions of Section 3.4, the Option Price provisions of Section 8.1, or the SAR Price
provisions of Section 9.1 without the approval of the Company’s shareholders. The Board may, at any time,
terminate the Plan; provided that, with respect to Awards theretofore granted under the Plan, no termination of the Plan
shall, without the consent of the Grantee, materially impair the rights or obligations under any such Award. Notwithstanding
anything to the contrary in the Plan, if there is a change in applicable tax law such that AO LTIP Units or LTIP Units become
taxable to the holder of such units as ordinary income, the Limited Partnership, at any time at the election of the general partner
of the Limited Partnership, may cause the AO LTIP Units and LTIP Units to be restructured and/or substituted for other awards in a
way that permits a tax deduction to the Limited Partnership or the Company while preserving substantially similar pre-tax economics
to the holder of such units.


 






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		6.	AWARD ELIGIBILITY AND LIMITATIONS



 


		6.1	Eligible Grantees.



 


Subject to this Section 6, Awards
may be made under the Plan to (i) any Service Provider, as the Committee will determine and designate from time to time and (ii) any
other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee.


 


		6.2	Limitation on Shares Subject to Awards and Cash Awards.



 


During any time when the Company has a class
of equity security registered under Section 12 of the Exchange Act:


 


(a)            the
maximum number of Shares subject to, or which could be issued in respect of, Options, SARs or AO LTIP Units that may be granted under
the Plan in a calendar year to any person eligible for an Award under Section 6 is 2,500,000 Shares;


 


(b)            the
maximum number of Shares that may be granted under the Plan subject to, or which could be issued in respect of, Full Value Awards, in
a calendar year to any person eligible for an Award under Section 6 is 1,000,000 Shares; and


 


(c)            the
maximum amount that may be paid as a cash-settled Performance-Based Award for a Performance Period of 12 months or less to any person
eligible for an Award will be $2 million dollars, and the maximum amount that may be paid as a cash-settled Performance-Based Award for
a Performance Period of greater than 12 months to any person eligible for an Award will be $5 million dollars.


 


The limitations in this Section 6.2
are subject to adjustment as provided in Section 18.


 


		6.3	Stand-Alone, Additional, Tandem and Substitute Awards.



 


Subject to Section 3.4, Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in
substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate,
or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a
Grantee to receive payment from the Company or an Affiliate. Such additional, tandem and substitute or exchange Awards may be
granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another
plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate,
the Committee will require the surrender of such other Award or award under such other plan in consideration for the grant of such
substitute or exchange Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments
under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but subject
to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than 100%
of the Fair Market Value of a Share on the original Grant Date; provided that such Option Price or SAR Price is determined in
accordance with the principles of Code Section 424 for any Incentive Share Option and consistent with Code Section 409A
for any other Option or SAR.


 






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		7.	AWARD AGREEMENT



 


Each Award granted pursuant to the Plan will be evidenced
by an Award Agreement, which will be in such form or forms as the Committee will from time to time determine. Award Agreements utilized
under the Plan from time to time or at the same time need not contain similar provisions, but will be consistent with the terms of the
Plan. Each Award Agreement evidencing an Option will specify whether such Option is intended to be a Nonqualified Share Option or an
Incentive Share Option, and, in the absence of such specification, such Option will be deemed to constitute a Nonqualified Share Option.
In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.


 


		8.	TERMS AND CONDITIONS OF OPTIONS



 


		8.1	Option Price.



 


The Option Price of each Option will be fixed by the
Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option Price of
each Option will be at least the Fair Market Value of one Share on the Grant Date; provided that in the event that a Grantee
is a Ten Percent Shareholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Share Option
will be not less than 110% of the Fair Market Value of one Share on the Grant Date. In no case will the Option Price of any Option
be less than the par value of a Share.


 


		8.2	Vesting.



 


Subject to Sections 8.3 and 18.3,
each Option granted under the Plan will become exercisable at such times and under such conditions as the Committee determines and states
in the Award Agreement, in another agreement with the Grantee or otherwise in writing; provided that no Option will be granted
to a person who is entitled to overtime under Applicable Laws that will vest or be exercisable within a six-month period starting on
the Grant Date.


 


		8.3	Term.



 


Each Option granted under the Plan will terminate, and
all rights to purchase Shares under the Option will cease, on the day before the tenth anniversary of the Grant Date of such Option,
or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and
stated in the Award Agreement relating to such Option; provided that in the event that the Grantee is a Ten Percent
Shareholder, an Option granted to such Grantee that is intended to be an Incentive Share Option shall terminate, and all rights to
purchase Shares thereunder shall cease, on the day before the fifth anniversary of the Grant Date of such Option; provided
further, that, to the extent deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy,
or custom with respect to any Option granted to a Grantee who is a Service Provider who is employed or providing services outside
the United States, such Option may terminate, and all rights to purchase Shares under the option may cease, upon the expiration of
such period longer than ten years from the Grant Date of such Option as the Committee will determine. If on the day preceding the
date on which a Grantee’s Option would otherwise terminate, the Fair Market Value of the Shares underlying a Grantee’s
Option is greater than the Option Price for such Option, the Company will, prior to the termination of such Option and without any
action being taken on the part of the Grantee, consider such Option to have been exercised by the Grantee. The Company will deduct
from the Shares deliverable to the Grantee upon such exercise the number of Shares necessary to satisfy payment of the Option Price
and all withholding obligations.


 


		8.4	Termination of Service.



 


Each Award Agreement with respect to the grant of an
Option will set forth the extent to which the Grantee, if at all, will have the right to exercise such Option following termination
of the Grantee’s Service. Such conditions will be determined in the sole discretion of the Committee, need not be uniform
among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.


 






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		8.5	Limitations on Exercise of Option.



 


Notwithstanding any other provision of the
Plan, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred to in Section 18
that results in the termination of such Option.


 


		8.6	Method of Exercise.



 


Subject to Section 12 and Section 19.3,
an Option that is exercisable may be exercised by the Grantee’s delivery to the Company or its designee or agent of notice of exercise
on any business day, at the Company’s principal office or the office of such designee or agent, on the form specified by the Company
and in accordance with any additional procedures specified by the Committee. Such notice will specify the number of Shares with respect
to which such Option is being exercised and will be accompanied by payment in full of the Option Price of the Shares for which such Option
is being exercised plus the amount, if any, of federal and/or other taxes that the Company may, in its discretion, be required to withhold
with respect to the exercise of such Option.


 


		8.7	Rights of Holders of Options.



 


Unless otherwise stated in the applicable
Award Agreement, a Grantee or other person holding or exercising an Option will have none of the rights of a shareholder of the Company
(for example, the right to receive cash or dividend payments or distributions attributable to the Shares subject to such Option, to direct
the voting of the Shares subject to such Option, or to receive notice of any meeting of the Company’s shareholders) until the Shares
subject to the Option are fully paid and issued to such Grantee or other person. Except as provided in Section 18, no adjustment
will be made for dividends, distributions, or other rights with respect to any Shares subject to an Option for which the record date
is prior to the date of issuance of such Shares.


 


		8.8	Delivery of Shares.



 


Promptly after the exercise of an Option
by a Grantee and the payment in full of the Option Price with respect to the Option, such Grantee will be entitled to receive evidence
of such Grantee’s ownership of the Shares subject to the Option, consistent with Section 3.10.


 


		8.9	Transferability of Options.



 


Except as provided in Section 8.10,
during the lifetime of a Grantee of an Option, only such Grantee (or, in the event of such Grantee’s legal incapacity or incompetency,
such Grantee’s guardian or legal representative) may exercise the Option. Except as provided in Section 8.10, no Option
will be assignable or transferable for value by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.


 


		8.10	Family Transfers.



 


If authorized in the applicable Award Agreement or by
the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option that is not an Incentive
Share Option to any Family Member. For the purpose of this Section 8.10, a transfer “not for value” is a
transfer that is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property rights or
(c) unless Applicable Laws do not permit such transfer, a transfer to an entity in which more than 50% of the voting interests
are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under this Section 8.10,
any such Option will continue to be subject to the same terms and conditions as were applicable immediately prior to such transfer,
and the Shares acquired pursuant to such Option will be subject to the same restrictions with respect to transfers of such Shares as
would have applied to the Grantee of the Option. Subsequent transfers of transferred Options will be prohibited except to Family
Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and distribution.
The provisions of the applicable Award Agreement relating to termination of Service will continue to be applied with respect to the
original Grantee of the Option, following which such Option will be exercisable by the transferee only to the extent, and for the
periods specified, in the applicable Award Agreement.


 






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		8.11	Limitations on Incentive Share Options.



 


An Option will constitute an Incentive Share
Option only (a) if the Grantee of such Option is an Employee of the Company or any corporate Subsidiary, (b) to the extent
specifically provided in the related Award Agreement, (c) to the extent that the aggregate Fair Market Value (determined at the
time such Option is granted) of the Shares with respect to which all Incentive Share Options held by such Grantee become exercisable
for the first time during any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed $100,000,
(d) to the extent such Option fulfills all other requirements under Code Section 422, and (e) if the Plan, as amended
and restated, is approved by the Company’s shareholders within one year of the Amendment Date. Except to the extent provided in
the regulations under Code Section 422, this limitation will be applied by taking Options into account in the order in which they
were granted.


 


		8.12	Notice of Disqualifying Disposition.



 


If any Grantee makes any disposition of
Shares issued pursuant to the exercise of an Incentive Share Option under the circumstances provided in Code Section 421(b) (relating
to certain disqualifying dispositions), such Grantee will notify the Company of such disposition within ten days of such disposition.


 


		9.	TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS



 


		9.1	Right to Payment and
                                            SAR Price.



 


A SAR will confer on the Grantee to whom it is granted a
right to receive, upon exercise of the SAR, the excess of (a) the Fair Market Value of one Share on the date of exercise over (ii) the
per share strike price of such SAR (the “SAR Price”) as determined by the Committee. The Award Agreement for a SAR
will specify the SAR Price, which will be no less than the Fair Market Value of one Share on the Grant Date of such SAR. SARs may be
granted in tandem with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in combination
with all or any part of any other Award or without regard to any Option or other Award; provided that a SAR that is granted in
tandem with all or part of an Option will be subject to the same term (i.e., expire at the same time) as the related Option; provided
further, that a SAR that is granted subsequent to the Grant Date of a related Option must have a SAR Price that is no less than the
Fair Market Value of one Share on the Grant Date of such SAR. No SAR will be granted to a person who is entitled to overtime under Applicable
Laws that will vest or be exercisable within a six-month period starting on the Grant Date.


 


		9.2	Other Terms.



 


The Committee will determine, on the Grant Date or
thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based
on achievement of performance goals and/or future Service requirements), the time or times at which SARs will cease to be or become
exercisable following termination of Service or upon other conditions, the method of exercise, method of settlement, form of
consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Grantees,
whether or not a SAR will be granted in tandem or in combination with any other Award, and any and all other terms and conditions of
any SAR.


 






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		9.3	Term.



 


Each SAR granted under the Plan will terminate,
and all rights under the SAR will cease, on the day before the tenth anniversary of the Grant Date of such SAR or under such circumstances
and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating
to such SAR. If on the day preceding the date on which a Grantee’s SAR would otherwise terminate, the Fair Market Value of Shares
underlying a Grantee’s SAR is greater than the SAR Price, the Company will, prior to the termination of such SAR and without any
action being taken on the part of the Grantee, consider such SAR to have been exercised by the Grantee.


 


		9.4	Rights of Holders of SARs.



 


Unless otherwise stated in the applicable Award
Agreement, a Grantee or other person holding or exercising a SAR shall have none of the rights of a shareholder of the Company (for
example, the right to receive cash or dividend payments or distributions attributable to the Shares underlying such SAR, to direct
the voting of the Shares underlying such SAR, or to receive notice of any meeting of the Company’s shareholders) until the
Shares underlying such SAR, if any, are issued to such Grantee or other person. Except as provided in Section 18, no
adjustment shall be made for dividends, distributions, or other rights with respect to any Shares underlying a SAR for which the
record date is prior to the date of issuance of such Shares, if any.


 


		9.5	Transferability of SARs.



 


Except as provided in Section 9.6, during
the lifetime of a Grantee of a SAR, only the Grantee (or, in the event of such Grantee’s legal incapacity or incompetency,
such Grantee’s guardian or legal representative) may exercise such SAR. Except as provided in Section 9.6, no SAR
will be assignable or transferable for value by the Grantee to whom it is granted, other than by will or the laws of descent and
distribution.


 


		9.6	Family Transfers.



 


If authorized in the applicable Award Agreement or by
the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the
purpose of this Section 9.6, a transfer “not for value” is a transfer that is (a) a gift, (b) a
transfer under a domestic relations order in settlement of marital property rights or (c) unless Applicable Laws do not permit
such transfer, a transfer to an entity in which more than 50% of the voting interests are owned by Family Members (and/or the
Grantee) in exchange for an interest in such entity. Following a transfer under this Section 9.6, any such SAR will
continue to be subject to the same terms and conditions as were in effect immediately prior to such transfer, and Shares acquired
pursuant to a SAR will be subject to the same restrictions on transfers of such Shares as would have applied to the Grantee or such
SAR. Subsequent transfers of transferred SARs will be prohibited except to Family Members of the original Grantee in accordance with
this Section 9.6 or by will or the laws of descent and distribution.


 


		10.	TERMS AND CONDITIONS OF RESTRICTED SHARES, RESTRICTED SHARE
                                            UNITS, AND DEFERRED SHARE UNITS



 


		10.1	Grant of Restricted
                                            Shares, Restricted Share Units and Deferred Share Units.



 


Awards of Restricted Shares, Restricted Share Units,
and Deferred Share Units may be made for consideration or for no consideration, other than the par value of the Shares, which will
be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee
to perform future Service to the Company or an Affiliate.


 






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		10.2	Restrictions.



 


At the time a grant of Restricted Shares, Restricted
Share Units, or Deferred Share Units is made, the Committee may, in its sole discretion, (a) establish a period of time (a
 “Restricted Period”) applicable to such Restricted Shares, Restricted Share Units, or Deferred Share Units and
(b) prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the achievement of
corporate or individual performance goals, which may be applicable to all or any portion of such Award of Restricted Shares,
Restricted Share Units, or Deferred Share Units as provided in Section 15. Awards of Restricted Shares, Restricted Share
Units, and Deferred Share Units may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the
Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such
Awards.


 


		10.3	Registration; Restricted Share Certificates.



 


Pursuant to Section 3.10, to the extent
that ownership of Restricted Shares is evidenced by a book- entry registration or direct registration (including transaction
advices), such registration will be notated to evidence the restrictions imposed on such Award of Restricted Shares under the Plan
and the applicable Award Agreement. Subject to Section 3.10 and the immediately following sentence, the Company may
issue, in the name of each Grantee to whom Restricted Shares have been granted, share certificates representing the total number of
Restricted Shares granted to the Grantee, as soon as reasonably practicable after the Grant Date of such Restricted Shares. The
Committee may provide in an Award Agreement with respect to an Award of Restricted Shares that either (a) the Secretary of the
Company will hold such share certificates for such Grantee’s benefit until such time as such Restricted Shares are forfeited
to the Company or the restrictions applicable to the Restricted Shares lapse and such Grantee will deliver a share power to the
Company with respect to each share certificate, or (b) such share certificates will be delivered to such Grantee; provided that
such share certificates will bear legends that comply with applicable securities laws and regulations and make appropriate reference
to the restrictions imposed on such Award of Restricted Shares under the Plan and such Award Agreement.


 


		10.4	Rights of Holders of Restricted Shares.



 


Unless the Committee otherwise provides
in an Award Agreement, holders of Restricted Shares will have the right to vote such Restricted Shares and the right to receive any dividends
declared or paid with respect to such Restricted Shares. The Committee may provide that any dividends paid on Restricted Shares must
be reinvested in Shares, which may or may not be subject to the same vesting conditions and restrictions as the vesting conditions and
restrictions applicable to such Restricted Shares. Cash dividends or distributions paid on Restricted Shares that vest or are earned
based upon the achievement of performance goals will not vest or be paid unless such performance goals for such Restricted Shares are
achieved, and if such performance goals are not achieved, the Grantee of such Restricted Shares will promptly forfeit any right to such
dividend payments. All share dividends or distributions, if any, received by a Grantee with respect to Restricted Shares as a result
of any share split, share dividend, combination of shares, or other similar transaction will be subject to the vesting conditions and
restrictions applicable to such Restricted Shares.


 






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		10.5	Rights of Holders of Restricted Share Units and Deferred
                                            Share Units.



 


		10.5.1	Voting and Dividend
                                            Rights.



 


Holders of Restricted Share Units and Deferred Share
Units will have no rights as shareholders of the Company (for example, the right to receive cash or dividend payments or
distributions attributable to the Shares subject to such Restricted Share Units and Deferred Share Units, to direct the voting of
the Shares subject to such Restricted Share Units and Deferred Share Units, or to receive notice of any meeting of the
Company’s shareholders). The Committee may provide in an Award Agreement evidencing a grant of Restricted Share Units or
Deferred Share Units that the holder of such Restricted Share Units or Deferred Share Units will be entitled to receive, upon the
Company’s payment of a cash dividend or distribution on its outstanding Shares, a cash payment for each such Restricted Share
Unit or Deferred Share Unit that is equal to the per-share dividend paid on such Shares. Cash dividends or distributions paid on
Restricted Share Units and Deferred Share Units that vest or are earned based upon the achievement of performance goals will not
vest or be paid unless such performance goals for such Restricted Share Units or Deferred Share Units are achieved, and if such
performance goals are not achieved, the Grantee of such Restricted Share Units or Deferred Share Units will promptly forfeit any
right to such dividend payments. Such Award Agreement also may provide that such cash payment will be deemed reinvested in
additional Restricted Share Units or Deferred Share Units at a price per unit equal to the Fair Market Value of a Share on the date
on which such cash dividend is paid. Such deemed reinvested cash payments paid in connection with Restricted Share Units or Deferred
Share Units that vest or are earned based upon the achievement of performance goals will not vest or be paid unless such performance
goals for such Restricted Share Units or Deferred Share Units are achieved, and if such performance goals are not achieved, the
Grantee of such Restricted Share Units or Deferred Share Units will promptly forfeit any right to such cash payments.


 


		10.5.2	Creditor’s Rights.



 


A holder of Restricted Share Units or Deferred
Share Units will have no rights other than those of a general unsecured creditor of the Company. Restricted Share Units and Deferred
Share Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the applicable Award
Agreement.


 


		10.6	Termination of Service.



 


Unless the Committee otherwise provides
in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is entered into, but
prior to termination of Grantee’s Service, upon the termination of such Grantee’s Service, any Restricted Shares, Restricted
Share Units, or Deferred Share Units held by such Grantee that have not vested, or with respect to which all applicable restrictions
and conditions have not lapsed, will immediately be deemed forfeited. Upon forfeiture of such Restricted Shares, Restricted Share Units,
or Deferred Share Units, the Grantee will have no further rights with respect to the Award, including any right to vote such Restricted
Shares or any right to receive dividends or dividend equivalents with respect to such Restricted Shares, Restricted Share Units, or Deferred
Share Units.


 


		10.7	Purchase of Restricted Shares and Shares Subject to Restricted
                                            Share Units and Deferred Share Units.



 


The Grantee of an Award of Restricted Shares,
vested Restricted Share Units, or vested Deferred Share Units will be required, to the extent required by Applicable Laws, to purchase
such Restricted Share or the Shares subject to such vested Restricted Share Units or Deferred Share Units from the Company at a purchase
price equal to the greater of (a) the aggregate par value of the Shares represented by such Restricted Shares or such vested Restricted
Share Units or Deferred Share Units, or (y) the purchase price, if any, specified in the Award Agreement relating to such Restricted
Shares or such vested Restricted Share Units or Deferred Share Units. Such purchase price will be payable in a form provided in Section 12
or, in the sole discretion of the Committee, in consideration for Service rendered or to be rendered by the Grantee to the Company
or an Affiliate.


 






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		10.8	Delivery of Shares.



 


Upon the expiration or termination of any Restricted
Period and the satisfaction of any other conditions prescribed by the Committee, including any delayed delivery period, the
restrictions applicable to Restricted Shares, Restricted Share Units, or Deferred Share Units settled in Shares will lapse, and,
unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration (including transaction advices) or
a share certificate evidencing ownership of such Shares will, consistent with Section 3.10, be issued, free of all such
restrictions, to the Grantee or such Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the
Grantee’s beneficiary or estate, will have any further rights with regard to a Restricted Share Unit or Deferred Share Unit
once the Shares represented by such Restricted Share Unit or Deferred Share Unit have been delivered in accordance with this Section 10.8.


 


		11.	TERMS AND CONDITIONS OF UNRESTRICTED SHARES AND OTHER EQUITY-BASED
                                            AWARDS



 


		11.1	Unrestricted Shares.



 


The Committee may, in its sole discretion,
grant (or sell at the par value of a Share or at such other higher purchase price as determined by the Committee) an Award to any Grantee
pursuant to which such Grantee may receive Shares free of any restrictions (“Unrestricted Shares”) under the Plan.
Unrestricted Shares may be granted or sold to any Grantee as provided in the immediately preceding sentence in respect of past Service
or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service, to the
Company or an Affiliate or other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Grantee.


 


		11.2	Other Equity-Based Awards.



 


The Committee may, in its sole discretion, grant Awards
in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted
pursuant to this Section 11.2 may be granted with vesting, value, and/or payment contingent upon the achievement of one
or more performance goals. The Committee will determine the terms and conditions of Other Equity-Based Awards at the Grant Date or
thereafter. Unless the Committee otherwise provides in an Award Agreement, in another agreement with the Grantee, or otherwise in
writing after such Award Agreement is issued, upon the termination of a Grantee’s Service, any Other Equity-Based Awards held
by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, will
immediately be deemed forfeited. Upon forfeiture of any Other Equity-Based Award, the Grantee thereof will have no further rights
with respect to such Other Equity-Based Award.


 


		12.	TERMS AND CONDITIONS OF LTIP UNITS AND AO LTIP UNITS



 


		12.1	General.



 


LTIP Units and AO LTIP Units are intended to be profits
interests in the Limited Partnership, the rights and features of which, if applicable, will be set forth in the Limited Partnership
Agreement and an applicable Award Agreement. Awards of LTIP Units and AO LTIP Units shall be valued by reference to, or otherwise
determined by reference to or based on, Shares. AO LTIP Units and LTIP Units awarded under the Plan may be (a) convertible,
exchangeable, or redeemable for other Partnership Units in the Limited Partnership or Shares, or (b) valued by reference to the
book value, fair value, or performance of the Limited Partnership. Subject to the terms and provisions of the Plan and the Limited
Partnership Agreement, the Committee, at any time and from time to time, may grant LTIP Units and/or AO LTIP Units to any person
eligible for an Award under Section 6.1 in such amounts and upon such terms as the Committee shall determine, which need
not be the same with respect to each Grantee. LTIP Units and AO LTIP Units must be granted for Service to or on behalf of the
Limited Partnership.


 






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		12.2	Vesting and Forfeiture.



 


Subject to Section 18, each
LTIP Unit and each AO LTIP Unit granted under the Plan shall vest and be forfeited at such times and under such conditions as shall be
determined by the Committee and stated in the Award Agreement.


 


		12.3	Share Usage.



 


For purposes of calculating the number of
Shares underlying an award of LTIP Units and AO LTIP Units relative to the Share Limit, the Committee shall establish in good faith the
maximum number of Shares to which a Grantee receiving such award of LTIP Units and AO LTIP Units may be entitled upon fulfillment of
all applicable conditions set forth in the relevant award documentation, including vesting conditions, partnership capital account allocations,
value accretion factors, conversion ratios, exchange ratios, and other similar criteria. If and when any such conditions are no longer
capable of being met, in whole or in part, the number of Shares underlying such awards of LTIP Units and AO LTIP Units shall be reduced
accordingly by the Committee, and the number of Shares then-available under the Plan shall be increased by the same amount as such reduced
Shares were counted against the Share Limit.


 


		13.	FORM OF PAYMENT



 


		13.1	General Rule.



 


Payment of the Option Price for the Shares
purchased pursuant to the exercise of an Option or the purchase price, if any, for Restricted Shares or vested Restricted Share Units
or Deferred Share Units will be made in cash or in cash equivalents acceptable to the Company.


 


		13.2	Surrender of Shares.



 


To the extent that the applicable Award Agreement so provides,
payment of the Option Price for Shares purchased upon the exercise of an Option or the purchase price, if any, for Restricted Shares
or vested Restricted Share Units or Deferred Share Units may be made all or in part through the tender or attestation to the Company
of Shares, which will be valued, for purposes of determining the extent to which such Option Price or purchase price has been paid thereby,
at their Fair Market Value on the date of such tender or attestation.


 


		13.3	Cashless Exercise.



 


To the extent permitted by Applicable Laws and to the
extent the Award Agreement so provides, payment of the Option Price for Shares purchased upon the exercise of an Option may be made
all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker
acceptable to the Company to sell Shares and to deliver all or part of the proceeds of such sale to the Company in payment of such
Option Price and any withholding taxes described in Section 19.3, or with the consent of the Committee, by issuing the
number of Shares equal in value to the difference between such Option Price and the Fair Market Value of the Shares subject to the
portion of such Option being exercised.


 


		13.4	Other Forms of Payment.



 


To the extent the applicable Award Agreement so
provides and unless otherwise specified in an Award Agreement, payment of the Option Price for Shares purchased pursuant to exercise
of an Option, for the purchase price, if any, for Restricted Shares or vested Restricted Share Units or Deferred Share Units, or for
any withholding taxes described in Section 19.3, may be made in any other form that is consistent with Applicable Laws,
including (a) Service by the Grantee thereof to the Company or an Affiliate and (b) with the consent of the Committee, by
withholding the number of Shares that would otherwise vest or be issuable in an amount equal in value to the Option Price or
purchase price and/or the applicable tax withholding amount.


 






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		14.	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS



 


		14.1	Dividend Equivalent
                                            Rights.



 


A Dividend Equivalent Right is an Award entitling the
Grantee to receive credits based on cash distributions that would have been paid on the Shares specified in such Dividend Equivalent
Right (or other Award to which such Dividend Equivalent Right relates) if such Shares had been issued to and held by the recipient
of such Dividend Equivalent Right as of the record date. A Dividend Equivalent Right may be granted hereunder to any Grantee; provided that
no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options, SARs or AO LTIP Units. The
terms and conditions of Dividend Equivalent Rights will be specified in an Award Agreement. Dividend equivalents credited to the
holder of a Dividend Equivalent Right may be paid currently (with or without being subject to forfeiture or a repayment obligation)
or may be deemed to be reinvested in additional Shares, which may thereafter accrue additional Dividend Equivalent Rights (with or
without being subject to forfeiture or a repayment obligation). Any such reinvestment will be at the Fair Market Value on the date
of such reinvestment. Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof, in a single installment
or in multiple installments, all as determined in the sole discretion of the Committee. A Dividend Equivalent Right granted as a
component of another Award may provide that such Dividend Equivalent Right will be settled upon exercise, settlement, or payment of,
or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right will expire or be forfeited or annulled under
the same conditions as such other Award. A Dividend Equivalent Right granted as a component of another Award also may contain terms
and conditions that are different from the terms and conditions of such other Award; provided that Dividend Equivalent Rights
credited pursuant to a Dividend Equivalent Right granted as a component of another Award which vests or is earned based upon the
achievement of performance goals will not vest or be paid unless such performance goals for such underlying Award are achieved, and
if such performance goals are not achieved, the Grantee of such Dividend Equivalent Rights will promptly forfeit any right to such
Dividend Equivalent Rights.


 


		14.2	Termination of Service.



 


Unless the Committee otherwise provides
in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, a Grantee’s
rights in all Dividend Equivalent Rights will automatically terminate upon such Grantee’s termination of Service for any reason.


 


		15.	TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS



 


		15.1	Grant of Performance-Based
                                            Awards.



 


Subject to the terms and conditions of the
Plan, the Committee, at any time and from time to time, may grant Performance-Based Awards to a Plan participant in such amounts and
upon such terms as the Committee will determine.


 


		15.2	Value of Performance-Based Awards.



 


Each grant of a Performance-Based Award will have an actual
or target number of Shares or initial value that is established by the Committee at the time of grant. The Committee will set performance
goals in its discretion that, depending on the extent to which they are achieved, will determine the value and/or number of Shares subject
to a Performance-Based Award that will be paid out to the Grantee.


 






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		15.3	Earning
                                            of Performance-Based Awards.



 


Subject to
the terms of the Plan, after the applicable Performance Period has ended, the Grantee of Performance-Based Awards will be entitled to
receive a payout on the number of the Performance- Based Awards or value earned by such Grantee over such Performance Period.


 


		15.4	Form and
                                            Timing of Payment of Performance-Based Awards.



 


Payment of
earned Performance-Based Awards will be made in the manner described in the applicable Award Agreement as determined by the Committee.
Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance-Based Awards in the form of cash
or Shares (or a combination thereof) equal to the value of such earned Performance-Based Awards and will pay the Awards that have been
earned at the close of the applicable Performance Period, or as soon as reasonably practicable after the Committee has determined that
the performance goal or goals relating to the Performance-Based Awards have been achieved; provided that, unless specifically
provided in the Award Agreement for such Awards, such payment will occur no later than the 15th day of the third month following
the end of the calendar year in which such Performance Period ends. Any Shares paid out under such Performance-Based Awards may be granted
subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout
of such Performance-Based Awards will be set forth in the Award Agreement.


 


		15.5	Performance
                                            Conditions.



 


The right
of a Grantee to exercise or receive a grant or settlement of any Performance-Based Award, and the timing thereof, may be subject to the
achievement of Performance Measures as may be specified by the Committee. The Committee may use such business criteria and other measures
of performance as it may deem appropriate in establishing any performance conditions. The Committee may determine that such Awards will
be granted, exercised, and/or settled upon achievement of any single performance goal or of two or more performance goals. Performance
goals may differ for Awards granted to any one Grantee or to different Grantees.


 


		15.5.1	Timing
                                            For Establishing Performance Goals.



 


Performance
goals for any Performance-Based Award will be established not later than the earlier of (a) 90 days after the beginning of any Performance
Period applicable to such Award, and (b) the date on which 25% of any Performance Period applicable to such Award has expired, or
at such other date as the Committee determines.


 


		15.5.2	Forfeiture



 


The Committee
will specify the circumstances in which such Performance-Based Awards will be paid or forfeited in the event of termination of Service
by the Grantee prior to the end of a Performance Period or settlement of such Awards. In the event payment of the Performance- Based
Award is made in the form of another Award subject to Service-based vesting, the Committee will specify the circumstances in which the
payment Award will be paid or forfeited in the event of a termination of Service.


 






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		16.	PARACHUTE
                                            LIMITATIONS



 


If any Grantee is a
 “disqualified individual,” as defined in Code Section 280G(c), then, notwithstanding any other provision of the Plan
or of any other agreement, contract, or understanding heretofore or hereafter entered into by such Grantee with the Company or an Affiliate,
except an agreement, contract, or understanding that expressly addresses Code Section 280G or Code Section 4999 (an “Other
Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation
to the Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation
is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a “Benefit Arrangement”), any right
of the Grantee to any exercise, vesting, payment, or benefit under the Plan will be reduced or eliminated:


 


(a)            to
the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to
or for the Grantee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment,
or benefit to the Grantee under the Plan to be considered a “parachute payment” within the meaning of Code
Section 280G(b)(2) as then in effect (a “Parachute Payment”); and


 


(b)            if,
as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under the Plan,
all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Grantee
without causing any such payment or benefit to be considered a Parachute Payment.


 


The Company will accomplish
such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced
first), then by reducing or eliminating any accelerated vesting of Performance-Based Awards, then by reducing or eliminating any accelerated
vesting of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Shares or Restricted Share Units, then
by reducing or eliminating any other remaining Parachute Payments.


 


		17.	REQUIREMENTS
                                            OF LAW



 


		17.1	General.



 


The
Company will not be required to offer, sell or issue any Shares under any Award, whether pursuant to the exercise of an Option or
SAR or otherwise, if the offer, sale or issuance of such Shares would constitute a violation by the Grantee, the Company or an
Affiliate, or any other person, of any provision of the Company’s organizational documents, or of Applicable Laws, including any
federal or state securities laws or regulations. If at any time the Company will determine, in its discretion, that the listing,
registration or qualification of any Shares subject to an Award upon any Stock Exchange or Securities Market or under any
governmental regulatory body is necessary or desirable as a condition of, or in connection with, the offering, issuance, sale or
purchase of Shares in connection with any Award, no Shares may be offered, issued or sold to the Grantee or any other person under
such Award, whether pursuant to the exercise of an Option or SAR or otherwise, unless such listing, registration or qualification
will have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby will in no
way affect the date of termination of such Award. Without limiting the generality of the foregoing, upon the exercise of any Option
or any SAR that may be settled in Shares or the delivery of any Shares underlying an Award, unless a registration statement under
the Securities Act is in effect with respect to the Shares subject to such Award, the Company will not be required to offer, sell or
issue such Shares unless the Committee will have received evidence satisfactory to it that the Grantee or any other person
exercising such Option or SAR or accepting delivery of such shares may acquire such Shares pursuant to an exemption from
registration under the Securities Act. Any determination in this connection by the Committee will be final, binding, and conclusive.
The Company may register, but will in no event be obligated to register, any Shares or other securities issuable pursuant to the
Plan pursuant to the Securities Act. The Company will not be obligated to take any affirmative action to cause the exercise of an
Option or a SAR or the issuance of Shares or other securities issuable pursuant to the Plan or any Award to comply with any
Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in Shares
will not be exercisable until the Shares subject to such Option or SAR are registered under the securities laws thereof or are
exempt from such registration, the exercise of such Option or SAR under circumstances in which the laws of such jurisdiction apply
will be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.


 






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		17.2	Rule 16b-3.



 


During
any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intention
of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted under the Plan that would otherwise be
subject to Section 16(b) of the Exchange Act will qualify for the exemption provided by Rule 16b-3 under the Exchange
Act. To the extent that any provision of the Plan or action by the Committee does not comply with the requirements of such
Rule 16b-3, such provision or action will be deemed inoperative with respect to such Awards to the extent permitted by
Applicable Laws and deemed advisable by the Committee, and will not affect the validity of the Plan. In the event that such
Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify the Plan in any respect necessary or
advisable in its judgment to satisfy the requirements of, or to permit the Company to avail itself of the benefits of, the revised
exemption or its replacement.


 


		18.	EFFECT
                                            OF CHANGES IN CAPITALIZATION



 


		18.1	Changes
                                            in Shares.



 


If the
number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number of shares
or kind of equity shares or other securities of the Company on account of any recapitalization, reclassification, share split,
reverse share split, spin- off, combination of shares, exchange of shares, share dividend or other distribution payable in equity
shares, or other increase or decrease in Shares effected without receipt of consideration by the Company occurring after the Prior
Plan Effective Date, the number and kinds of equity shares for which grants of Options and other Awards may be made under the Plan,
including the Share Limit set forth in Section 4.1 and the share limits set forth in Section 6.2, will be
adjusted proportionately and accordingly by the Committee. In addition, the number and kind of equity shares for which Awards are
outstanding will be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the
Grantee therein immediately following such event will, to the extent practicable, be the same as immediately before such event. Any
such adjustment in outstanding Options, SARs, or AO LTIP Units will not change the aggregate Option Price, SAR Price, or exercise
price payable with respect to shares that are subject to the unexercised portion of such outstanding Options, SARs, or AO LTIP
Units, as applicable, but will include a corresponding proportionate adjustment in the per share Option Price, SAR Price, or
exercise price, as the case may be. The conversion of any convertible securities of the Company will not be treated as an increase
in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the
Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a
non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the
Committee will, in such manner as the Board or the Committee deems appropriate, adjust (a) the number and kind of shares of
shares subject to outstanding Awards and/or (b) the aggregate and per share Option Price of outstanding Options, the aggregate
and per share SAR Price of outstanding SARs, and the aggregate and per share exercise price of outstanding AO LTIP Units as required
to reflect such distribution.


 






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		18.2	Reorganization
                                            in Which the Company Is the Surviving Entity That Does not Constitute a Corporate Transaction.



 


Subject
to Section 18.3, if the Company will be the surviving entity in any reorganization, merger, or consolidation of the
Company with one or more other entities that does not constitute a Corporate Transaction, any Award theretofore granted pursuant to
the Plan will pertain to and apply to the securities to which a holder of the number of Shares or Partnership Units subject to such
Award would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding
proportionate adjustment for Options, SARs, and AO LTIP Units of the per share Option Price, SAR Price, or exercise price, as
applicable, so that the aggregate Option Price, SAR Price, or exercise price thereafter will be the same as the aggregate Option
Price, SAR Price, or exercise price, as applicable, as in effect immediately prior to such reorganization, merger, or
consolidation. Subject to any contrary language in an Award Agreement, in another agreement with the Grantee, or otherwise set forth
in writing, any restrictions applicable to such Award will apply as well to any replacement shares received by the Grantee as a
result of such reorganization, merger, or consolidation. In the event of any reorganization, merger, or consolidation of the Company
referred to in this Section 18.2, Performance-Based Awards will be adjusted (including any adjustment to the Performance
Measures applicable to such Awards deemed appropriate by the Committee) so as to apply to the securities that a holder of the number
of Shares or Partnership Units subject to the Performance-Based Awards would have been entitled to receive immediately following
such reorganization, merger, or consolidation.


 


		18.3	Corporate
                                            Transaction



 


The provisions
of this Section 18.3 will apply only to Awards granted before the Effective Date.


 


Except as
otherwise provided in the last sentence of this Section 18.3 and subject to Section 18.6, upon the occurrence
of a Corporate Transaction:


 


(a)            all
outstanding Restricted Shares and Share Units granted prior to the Effective Date will be deemed to have vested, and all restrictions
and conditions applicable to such Restricted Shares and Share Units will be deemed to have lapsed and the Share Units will be delivered,
immediately prior to the occurrence of such Corporate Transaction; and


 


(b)            15
days prior to the scheduled consummation of a Corporate Transaction, all Options and SARs outstanding under the Plan and granted prior
to the Effective Date will become immediately exercisable and will remain exercisable for a period of 15 days.


 


With respect
to the Company’s establishment of an exercise window, (a) any exercise of an Option or SAR during such 15-day period will
be conditioned upon the consummation of the event and will be effective only immediately before the consummation of the event, and (b) upon
consummation of any Corporate Transaction all outstanding but unexercised Options and SARs will terminate. The Committee will send written
notice of an event that will result in such a termination to all individuals who hold Options and SARs not later than the time at which
the Company gives notice thereof to its shareholders. This Section 18.3 will not apply to any Corporate Transaction to the
extent that (i) provision is made in writing in connection with such Corporate Transaction for the assumption or continuation of
the Options, SARs, Share Units, Restricted Shares theretofore granted, or for the substitution for such Options, SARs, Restricted Shares,
and Share Units for new common share options and share appreciation rights and new common restricted shares and share units relating
to the shares of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of Shares (disregarding
any consideration that is not common shares) of the successor and option and share appreciation right exercise prices, in which event
the Plan, Options, SARs, Restricted Shares, and Share Units theretofore granted will continue in the manner and under the terms so provided
or (ii) the Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, Restricted Shares, Share Units
and/or SARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value
(as determined by the Committee acting in good faith), in the case of Restricted Shares, or Share Units, equal to the formula or fixed
price per share paid to holders of Shares and, in the case of Options or SARs, equal to the product of the number of Shares subject to
the Option or SAR multiplied by the amount, if any, by which (A) the formula or fixed price per share paid to holders of Shares
pursuant to such transaction exceeds (B) the Option Price or SAR Exercise Price applicable to such Shares.


 


The Committee
will determine the effect of a Corporate Transaction upon Awards other than Options, SARs, Restricted Shares and Share Units granted
prior the Effective Date and such effect will be set forth in the applicable Award Agreement.


 






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		18.4	Corporate
                                            Transaction in which Awards Granted after the Effective Date are not Assumed.



 


The provisions
of this Section 18.4 will apply only to Awards granted after the Effective Date.


 


Except as
otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon
the occurrence of a Corporate Transaction in which outstanding Options, SARs, Restricted Shares, Restricted Share Units, Deferred Share
Units, Dividend Equivalent Rights, Other Equity-Based Awards, LTIP Units, or AO LTIP Units are not being assumed or continued, the following
provisions will apply to such Award, to the extent not assumed or continued:


 


(a)            in
each case with the exception of Performance-Based Awards, all outstanding Restricted Shares will be deemed to have vested, all Restricted
Share Units and Deferred Share Units will be deemed to have vested and the Shares and/or cash subject thereto will be delivered, and
all Dividend Equivalent Rights will be deemed to have vested and the Shares and/or cash subject thereto will be delivered, immediately
prior to the occurrence of such Corporate Transaction, and either or both of the following two actions will be taken:


 


(i)            at
least 15 days prior to the scheduled consummation of such Corporate Transaction, all Options and SARs outstanding hereunder will become
immediately exercisable and will remain exercisable for a period of 15 days, which exercise will be effective upon such consummation;
and/or


 


(ii)            the
Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, SARs, Restricted Shares, Restricted Share Units,
Deferred Share Units and/or Dividend Equivalent Rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an
amount in cash or securities having a value (as determined by the Committee acting in good faith), in the case of Restricted Shares,
Restricted Share Units, Deferred Share Units and Dividend Equivalent Rights (for Shares subject thereto), equal to the formula or fixed
price per share paid to holders of Shares pursuant to such Corporate Transaction and, in the case of Options or SARs, equal to the product
of the number of Shares subject to such Options or SARs (the “Award Shares”) multiplied by the amount, if any, by
which (x) the formula or fixed price per share paid to holders of Shares pursuant to such transaction exceeds (y) the Option
Price or SAR Price applicable to such Award Shares.


 


(b)            For
Performance-Based Awards, if less than half of the Performance Period has lapsed, such Awards will be treated as though target performance
has been achieved immediately prior to the occurrence of the Corporate Transaction. If at least half the Performance Period has lapsed,
actual performance to date will be determined as of a date reasonably proximal to the date of consummation of the Corporate Transaction
as determined by the Committee in its sole discretion, and that level of performance thus determined will be treated as achieved immediately
prior to occurrence of the Corporate Transaction. For purposes of the preceding sentence, if, based on the discretion of the Committee,
actual performance is not determinable, the Awards will be treated as though target performance has been achieved. After application
of this Section 18.4(b), if any Awards arise from application of this Section 18, such Awards will be settled
under the applicable provision of Section 18.4(a).


 


(c)            Other
Equity-Based Awards, LTIP Units, and AO LTIP Units will be governed by the terms of the applicable Award Agreement (and, with respect
to the LTIP Units and AO LTIP Units, the Limited Partnership Agreement).


 


With respect to the Company’s establishment of an exercise
window, (A) any exercise of an Option or SAR during the 15-day period referred to above will be conditioned upon the consummation
of the applicable Corporate Transaction and will be effective only immediately before the consummation thereof, and (B) upon consummation
of any Corporate Transaction, the Plan and all outstanding but unexercised Options and SARs will terminate. The Committee will send notice
of an event that will result in such a termination to all natural persons and entities who hold Options and SARs not later than the time
at which the Company gives notice thereof to its shareholders.


 






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		18.5	Corporate
                                            Transaction in which Awards Granted after the Effective Date are Assumed.



 


The provisions
of this Section 18.5 will apply only to Awards granted after the Effective Date.


 


Except as
otherwise provided in the applicable Award Agreement or in another agreement with the Grantee, or as otherwise set forth in writing,
upon the occurrence of a Corporate Transaction in which outstanding Options, SARs, Restricted Shares, Restricted Share Units, Deferred
Share Units, Dividend Equivalent Rights, Other Equity-Based Awards, LTIP Units, or AO LTIP Units granted after the Effective Date are
being assumed or continued, the following provisions will apply to such Award, to the extent assumed or continued:


 


The Plan and
the Options, SARs, Restricted Shares, Restricted Share Units, Deferred Share Units, Dividend Equivalent Rights, Other Equity-Based Awards,
LTIP Units, and AO LTIP Units granted under the Plan after the Effective Date will continue in the manner and under the terms so provided
in the event of any Corporate Transaction to the extent that provision is made in writing in connection with such Corporate Transaction
for the assumption or continuation of such Options, SARs, Restricted Shares, Restricted Share Units, Deferred Share Units, Dividend Equivalent
Rights, Other Equity-Based Awards, LTIP Units, and AO LTIP Units, or for the substitution for such Options, SARs, Restricted Shares,
Restricted Share Units, Deferred Share Units, Dividend Equivalent Rights, Other Equity-Based Awards, LTIP Units, and AO LTIP Units of
new common share options, share appreciation rights, restricted shares, common restricted share units, common deferred share units, dividend
equivalent rights, other equity-based awards, and LTIP units relating to the equity of a successor entity, or a parent or subsidiary
thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common shares) and applicable
exercise prices. In the event an Award granted after the Effective Date is assumed, continued, or substituted upon the consummation of
any Corporate Transaction and the employment of such Grantee with the Company or an Affiliate is terminated without Cause within two
years following the consummation of such Corporate Transaction, such Award will be fully vested and may be exercised in full, to the
extent applicable, beginning on the date of such termination and for the one-year period immediately following such termination or for
such longer period as the Committee will determine.


 


		18.6	Adjustments



 


Adjustments
under this Section 18 related to Shares or other securities of the Company will be made by the Committee, whose determination
in that respect will be final, binding and conclusive. No fractional shares or other securities will be issued pursuant to any such adjustment,
and any fractions resulting from any such adjustment will be eliminated in each case by rounding downward to the nearest whole share.
The Committee may provide in the applicable Award Agreement at the time of grant, in another agreement with the Grantee, or otherwise
in writing at any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those provided
in Sections 18.1, 18.2, 18.3, and 18.5. This Section 18 will not limit the Committee’s ability to provide
for alternative treatment of Awards outstanding under the Plan in the event of a change in control event involving the Company that is
not a Corporate Transaction.


 


		18.7	No
                                            Limitations on Company.



 


The making
of Awards pursuant to the Plan will not affect or limit in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer
all or any part of its business or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate)
or engage in any other transaction or activity.


 






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		19.	GENERAL
                                            PROVISIONS



 


		19.1	Disclaimer
                                            of Rights.



 


No provision
in the Plan or in any Award or Award Agreement will be construed to confer upon any individual the right to remain in the employ or Service
of the Company or an Affiliate, or to interfere in any way with any contractual or other right or authority of the Company or an Affiliate
either to increase or decrease the compensation or other payments to any natural person or entity at any time, or to terminate any employment
or other relationship between any natural person or entity and the Company or an Affiliate. In addition, notwithstanding anything contained
in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Grantee, or otherwise
in writing, no Award granted under the Plan will be affected by any change of duties or position of the Grantee thereof, so long as such
Grantee continues to provide Service. The obligation of the Company to pay any benefits pursuant to the Plan will be interpreted as a
contractual obligation to pay only those amounts provided herein, in the manner and under the conditions prescribed in the Plan. The
Plan and Awards will in no way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise hold
any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.


 


		19.2	Nonexclusivity
                                            of the Plan.



 


Neither the
adoption of the Plan nor the submission of the Plan to the shareholders of the Company for approval will be construed as creating any
limitations upon the right and authority of the Board or the Committee to adopt such other incentive compensation arrangements (which
arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular
individuals) as the Board or the Committee in their discretion determine desirable.


 


		19.3	Withholding
                                            Taxes.



 


The Company
or an Affiliate, as the case may be, will have the right to deduct from payments of any kind otherwise due to a Grantee any federal,
state, or local taxes of any kind required by Applicable Laws to be withheld with respect to the vesting of or other lapse of restrictions
applicable to an Award or upon the issuance of any Shares upon the exercise of an Option or pursuant to any other Award. At the time
of such vesting, lapse, or exercise, the Grantee will pay in cash to the Company or an Affiliate, as the case may be, any amount that
the Company or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided that if
there is a same-day sale of Shares subject to an Award, the Grantee will pay such withholding obligation on the day on which such same-day
sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate,
as the case may be, in its sole discretion, the Grantee may elect to satisfy such withholding obligation, in whole or in part, (a) by
causing the Company or such Affiliate to withhold Shares otherwise issuable to the Grantee or (b) by delivering to the Company or
such Affiliate Shares already owned by the Grantee. The Shares so withheld or delivered will have an aggregate Fair Market Value equal
to such withholding obligation. The Fair Market Value of the Shares used to satisfy such withholding obligation will be determined by
the Company or such Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an
election pursuant to this Section 19.3 may satisfy such Grantee’s withholding obligation only with Shares that are
not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of Shares that may
be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the exercise, vesting, or lapse of
restrictions applicable to any Award or payment of Shares pursuant to such Award, as applicable, may not exceed such number of Shares
having a Fair Market Value equal to the minimum statutory amount required by the Company or the applicable Affiliate to be withheld and
paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions, or payment of
Shares; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule remains in effect,
the Board or the Committee has full discretion to choose, or to allow a Grantee to elect, to withhold a number of Shares having an aggregate
Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in
no event be in excess of the maximum required statutory withholding amount(s) in such Grantee’s relevant tax jurisdictions).
Notwithstanding Section 2.23 or this Section 19.3, for purposes of determining taxable income and the amount
of the related tax withholding obligation pursuant to this Section 19.3, for any Shares subject to an Award that are sold
by or on behalf of a Grantee on the same date on which such shares may first be sold pursuant to the terms of the related Award Agreement,
the Fair Market Value of such shares will be the sale price of such shares on such date (or if sales of such shares are effectuated at
more than one sale price, the weighted average sale price of such shares on such date), so long as such Grantee has provided the Company,
or its designee or agent, with advance written notice of such sale.


 






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		19.4	Captions.



 


The use of
captions in the Plan or any Award Agreement is for convenience of reference only and will not affect the meaning of any provision of
the Plan or such Award Agreement.


 


		19.5	Construction.



 


Unless the
context otherwise requires, all references in the Plan to “including” will mean “including, without limitation.”


 


		19.6	Other
                                            Provisions.



 


Each Award
granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee,
in its sole discretion.


 


		19.7	Number
                                            and Gender.



 


With respect
to words used in the Plan, the singular form will include the plural form and the masculine gender will include the feminine gender,
as the context requires.


 


		19.8	Severability.



 


If any provision
of the Plan or any Award Agreement will be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining
provisions hereof and thereof will be severable and enforceable in accordance with their terms, and all provisions will remain enforceable
in any other jurisdiction.


 


		19.9	Governing
                                            Law.



 


The validity
and construction of the Plan and the instruments evidencing the Awards hereunder will be governed by, and construed and interpreted in
accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws
of any other jurisdiction.


 






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		19.10	Code
                                            Section 409A.



 


The Plan is
intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the
Plan will be interpreted and administered to be in compliance with Code Section 409A. Any payments described in the Plan that are
due within the “short-term deferral period” as defined in Code Section 409A will not be treated as deferred compensation
unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated
taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be
provided pursuant to the Plan during the six-month period immediately following the Grantee’s “separation from service”
(as defined for purposes of Code Section 409A) will instead be paid on the first payroll date after the six-month anniversary of
the Grantee’s separation from service (or the Grantee’s death, if earlier).


 


Furthermore,
notwithstanding anything in the Plan to the contrary, in the case of an Award that is characterized as deferred compensation under Code
Section 409A, and pursuant to which settlement and delivery of the cash or Shares subject to the Award is triggered based on a Corporate
Transaction, in no event will a Corporate Transaction be deemed to have occurred for purposes of such settlement and delivery of cash
or Shares if the transaction is not also a “change in the ownership or effective control of” the Company or “a change
in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-
3(i)(5) (without regard to any alternative definition thereunder). If an Award characterized as deferred compensation under Code
Section 409A is not settled and delivered on account of the provision of the preceding sentence, the settlement and delivery shall
occur on the next succeeding settlement and delivery triggering event that is a permissible triggering event under Code Section 409A.
No provision of this paragraph shall in any way affect the determination of a Corporate Transaction for purposes of vesting in an Award
that is characterized as deferred compensation under Code Section 409A.


 


Notwithstanding
the foregoing, neither the Company, any Affiliate nor the Committee will have any obligation to take any action to prevent the assessment
of any excise tax or penalty on any Grantee under Code Section 409A and neither the Company or an Affiliate, nor the Board or the
Committee will have any liability to any Grantee for such tax or penalty.


 


*      *      *


 






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To record the amendment
and restatement of the Plan by the Board as of March 21, 2022, and approval of the Plan, as amended and restated, by the shareholders
on May 11, 2022, the Company has caused its authorized officer to execute the Plan.


 


	 	KITE REALTY GROUP
    TRUST
	 	 
	 	By:	/s/ John A. Kite 
	 	 	John A. Kite
	 	Title:	Chairman and Chief Executive Officer