EXHIBIT 10.16



 Exhibit 10.16 
 FORM OF DUPONT FABROS TECHNOLOGY, INC. 
 2007 EQUITY COMPENSATION PLAN 







 TABLE OF CONTENTS 
  

					
	 Section
	  	 	  	Page
	Article I	  	DEFINITIONS	  	1
			
	 1.01.
	  	Acquiring Person	  	1
	 1.02.
	  	Affiliate	  	1
	 1.03.
	  	Agreement	  	1
	 1.04.
	  	Associate	  	1
	 1.05.
	  	Board	  	1
	 1.06.
	  	Change in Control	  	1
	 1.07.
	  	Code	  	2
	 1.08.
	  	Committee	  	2
	 1.09.
	  	Common Stock	  	2
	 1.10.
	  	Company	  	2
	 1.11.
	  	Completion Date	  	2
	 1.12.
	  	Continuing Director	  	3
	 1.13.
	  	Control Change Date	  	3
	 1.14.
	  	Corresponding SAR	  	3
	 1.15.
	  	Dividend Equivalent Right	  	3
	 1.16.
	  	Exchange Act	  	3
	 1.17.
	  	Fair Market Value	  	3
	 1.18.
	  	Initial Value	  	4
	 1.19.
	  	LTIP Unit	  	4
	 1.20.
	  	Operating Partnership	  	4
	 1.21.
	  	Option	  	4
	 1.22.
	  	Other Equity-Based Award	  	4
	 1.23.
	  	Participant	  	4
	 1.24.
	  	Performance Units	  	5
	 1.25.
	  	Person	  	5
	 1.26.
	  	Plan	  	5
	 1.27.
	  	Restoration Feature	  	5
	 1.28.
	  	SAR	  	5
	 1.29.
	  	Stock Award	  	5
	 1.30.
	  	Ten Percent Shareholder	  	6
			
	Article II	  	PURPOSES	  	7
			
	Article III	  	ADMINISTRATION	  	7
			
	Article IV	  	ELIGIBILITY	  	8
			
	Article V	  	COMMON STOCK SUBJECT TO PLAN	  	8
			
	 5.01.
	  	Common Stock Issued	  	8
	 5.02.
	  	Aggregate Limit	  	8
	 5.03.
	  	Replenishment of Shares	  	9
	 5.04.
	  	Reallocation of Shares	  	9

  

 -i- 









					
	Article VI	  	OPTIONS	  	9
			
	 6.01.
	  	Award	  	9
	 6.02.
	  	Option Price	  	9
	 6.03.
	  	Maximum Option Period	  	10
	 6.04.
	  	Nontransferability	  	10
	 6.05.
	  	Transferable Options	  	10
	 6.06.
	  	Employee Status	  	11
	 6.07.
	  	Exercise	  	11
	 6.08.
	  	Payment	  	11
	 6.09.
	  	Stockholder Rights	  	11
	 6.10.
	  	Disposition of Shares	  	11
			
	Article VII	  	SARS	  	12
			
	 7.01.
	  	Award	  	12
	 7.02.
	  	Maximum SAR Period	  	12
	 7.03.
	  	Nontransferability	  	12
	 7.04.
	  	Transferable SARs	  	12
	 7.05.
	  	Exercise	  	13
	 7.06.
	  	Employee Status	  	13
	 7.07.
	  	Settlement	  	13
	 7.08.
	  	Stockholder Rights	  	13
			
	Article VIII	  	STOCK AWARDS	  	14
			
	 8.01.
	  	Award	  	14
	 8.02.
	  	Vesting	  	14
	 8.03.
	  	Employee Status	  	14
	 8.04.
	  	Stockholder Rights	  	14
			
	Article IX	  	PERFORMANCE UNIT AWARDS	  	15
			
	 9.01.
	  	Award	  	15
	 9.02.
	  	Earning the Award	  	15
	 9.03.
	  	Payment	  	15
	 9.04.
	  	Stockholder Rights	  	15
	 9.05.
	  	Nontransferability	  	15
	 9.06.
	  	Transferable Performance Units	  	16
	 9.07.
	  	Employee Status	  	16
			
	Article X	  	OTHER EQUITY–BASED AWARDS	  	16
			
	 10.01.
	  	Award	  	16
	 10.02.
	  	Terms and Conditions	  	16
	 10.03.
	  	Payment or Settlement	  	17
	 10.04.
	  	Employee Status	  	17
	 10.05.
	  	Stockholder Rights	  	17

  

 -ii- 









					
	Article XI	  	ADJUSTMENT UPON CHANGE IN COMMON STOCK	  	17
			
	Article XII	  	COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES	  	18
			
	Article XIII	  	GENERAL PROVISIONS	  	18
			
	 13.01.
	  	Effect on Employment and Service	  	18
	 13.02.
	  	Unfunded Plan	  	19
	 13.03.
	  	Rules of Construction	  	19
	 13.04.
	  	Withholding Taxes	  	19
			
	Article XIV	  	CHANGE IN CONTROL	  	19
			
	 14.01.
	  	Impact of Change in Control.	  	19
	 14.02.
	  	Assumption Upon Change in Control.	  	20
	 14.03.
	  	Cash-Out Upon Change in Control.	  	20
	 14.04.
	  	Limitation of Benefits	  	20
			
	Article XV	  	AMENDMENT	  	22
			
	Article XVI	  	DURATION OF PLAN	  	22
			
	Article XVII	  	EFFECTIVE DATE OF PLAN	  	22

  

 -iii- 








 ARTICLE I 
 DEFINITIONS 
  

	1.01.	Acquiring Person 

 Acquiring Person means
that a Person, considered alone or as part of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is or becomes directly or indirectly the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of securities representing at least fifty percent (50%) of the Company’s then outstanding securities entitled to vote generally in the election of the Board. 
  

	1.02.	Affiliate 

 Affiliate means any trade or
business, whether or not incorporated that, together with the Company, would be treated as a single trade or business under Section 414 of the Code. 
  

	1.03.	Agreement 

 Agreement means a written
agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of a Stock Award, an award of Performance Units, an Option, SAR or Other Equity-Based Award granted to such
Participant. 
  

	1.04.	Associate 

 Associate, with respect to any
Person, is defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. An Associate does not include the Company or a majority-owned subsidiary of the Company. 
  

	1.05.	Board 

 Board means the Board of Directors of
the Company. 
  

	1.06.	Change in Control 

 “Change in
Control” means (i) a Person is or becomes an Acquiring Person; (ii) holders of the securities of the Company entitled to vote thereon approve any agreement with a Person (or, if such approval is not required by applicable law and is
not solicited by the Company, the closing of such an agreement) that involves the transfer of all or substantially all of the Company’s total assets on a consolidated basis, as reported in the Company’s consolidated financial statements;
(iii) holders of the securities of the Company entitled to vote thereon approve a transaction (or, if such approval is not required by applicable law and is not solicited by the Company, the closing of such a transaction) pursuant to which the
Company will undergo a merger, consolidation, or statutory share exchange with a Person, regardless of whether the 

  

 -1- 








 
Company is intended to be the surviving or resulting entity after the merger, consolidation, or statutory share exchange, other than a transaction in
which the holders of the Company’s voting securities immediately prior to the transaction own securities representing at least 50% (fifty percent) of the voting securities of such surviving entity or its parent, immediately after the closing of
such transaction; (iv) the Continuing Directors cease for any reason to constitute a majority of the Board; (v) holders of the securities of the Company entitled to vote thereon approve a plan of complete liquidation of the Company or an
agreement for the sale or liquidation by the Company of all or substantially all of the Company’s assets (or, if such approval is not required by applicable law and is not solicited by the Company, the commencement of actions constituting such
a plan or the closing of such an agreement); or (vi) the Board adopts a resolution to the effect that, in its judgment, as a consequence of any one or more transactions or events or series of transactions or events, a Change in Control of the
Company has effectively occurred. The Board shall be entitled to exercise its sole and absolute discretion in exercising its judgment and in the adoption of such resolution, whether or not any such transaction(s) or event(s) might be deemed,
individually or collectively, to satisfy any of the criteria set forth in subparagraphs (i) through (v) above. 
  

	1.07.	Code 

 Code means the Internal Revenue Code
of 1986, and any amendments thereto. 
  

	1.08.	Committee 

 Committee means the Compensation
Committee of the Board; provided, however, that with respect to awards made to a member of the Board who is not an employee of the Company or an Affiliate, “Committee” means the Board. 
  

	1.09.	Common Stock 

 Common Stock means the common
stock, par value $0.001 per share, of the Company. 
  

	1.10.	Company 

 Company means DuPont Fabros
Technology, Inc., a Maryland corporation. 
  

	1.11.	Completion Date 

 Completion Date means the
later of (i) the initial closing date of the initial public offering of the Common Stock and (ii) the expiration date of the underwriters’ over-allotment option in the initial public offering of the Common Stock. 
  

 -2- 









	1.12.	Continuing Director 

 Continuing Director
means any member of the Board, while a member of the Board and (i) who was a member of the Board on the date the Plan is adopted by the Board or (ii) whose nomination for or election to the Board was recommended or approved by a majority
of the Continuing Directors. 
  

	1.13.	Control Change Date 

 Control Change Date
means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions. 
  

	1.14.	Corresponding SAR 

 Corresponding SAR means
an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates. 
  

	1.15.	Dividend Equivalent Right 

 Dividend
Equivalent Right means the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have credited) cash, stock or other property in amounts equivalent to the cash, stock or other property dividends
declared on shares of Common Stock with respect to specified Performance Units or specified shares of Common Stock subject to an Option or SAR, as determined by the Committee, in its sole discretion. The Committee may provide that such Dividend
Equivalents (if any) shall be deemed to have been reinvested in additional shares of Common Stock or otherwise reinvested. 
  

	1.16.	Exchange Act 

 Exchange Act means the
Securities Exchange Act of 1934, as amended. 
  

	1.17.	Fair Market Value 

 Fair Market Value means,
on any given date, the reported “closing” price of a share of Common Stock on the New York Stock Exchange. If, on any given date, the Common Stock is not listed for trading on the New York Stock Exchange, then Fair Market Value shall be
the “closing” price of a share of Common Stock on such other exchange on which the Common Stock is listed for trading or, if the Common Stock is not listed on any exchange, the amount determined by the Committee using any reasonable method
in good faith. 
  

 -3- 









	1.18.	Initial Value 

 Initial Value means, with
respect to a Corresponding SAR, the option price per share of the related Option and, with respect to an SAR granted independently of an Option, the price per share of Common Stock as determined by the Committee on the date of grant; provided,
however, that the price shall not be less than the Fair Market Value on the date of grant. 
  

	1.19.	LTIP Unit 

 LTIP Unit means an “LTIP
Unit” as defined in the Operating Partnership’s partnership agreement. An LTIP Unit granted under this Plan represents the right to receive the benefits, payments or other rights set forth in that partnership agreement, subject to the
terms and conditions of the applicable Agreement and that partnership agreement. 
  

	1.20.	Operating Partnership 

 Operating Partnership
means DuPont Fabros Technology, L.P. 
  

	1.21.	Option 

 Option means a stock option that
entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set forth in an Agreement. 
  

	1.22.	Other Equity-Based Award 

 Other Equity-Based
Award means any award other than an Option, SAR, a Performance Unit award or a Stock Award which, subject to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive shares of Common Stock or rights or units
valued in whole or in part by reference to, or otherwise based on, shares of Common Stock (including securities convertible into shares of Common Stock) or other equity interests including LTIP Units. 
  

	1.23.	Participant 

 Participant means an employee
of the Company or an Affiliate, a member of the Board, or a person or entity that provides significant services to the Company or an Affiliate (including a person or entity that provides services to the Company or an Affiliate by virtue of
employment with, or providing services to, the Operating Partnership), and who satisfies the requirements of Article IV and is selected by the Committee to receive an award of Performance Units or a Stock Award, Option, SAR, Other Equity-Based Award
or a combination thereof. 
  

 -4- 









	1.24.	Performance Units 

 Performance Units means
an award, in the amount determined by the Committee, stated with reference to a specified number of shares of Common Stock or other securities or property, that in accordance with the terms of an Agreement entitles the holder to receive a payment
for each specified unit equal to the value of the Performance Unit on the date of payment. 
  

	1.25.	Person 

 “Person” means any human
being, firm, corporation, partnership, or other entity. “Person” also includes any human being, firm, corporation, partnership, or other entity as defined in sections 13(d)(3) and 14(d)(2) of the Exchange Act. The term “Person”
does not include the Company or any Related Entity, and the term Person does not include any employee-benefit plan maintained by the Company or any Related Entity, or any person or entity organized, appointed, or established by the Company or any
Related Entity for or pursuant to the terms of any such employee-benefit plan, unless the Board determines that such an employee-benefit plan or such person or entity is a “Person”. 
  

	1.26.	Plan 

 Plan means this DuPont Fabros
Technology, Inc. 2007 Equity Compensation Plan. 
  

	1.27.	Restoration Feature 

 Restoration Feature
means the right to receive a new Option covering the number of shares of Common Stock surrendered as payment of the option price (in whole or in part) or withheld in satisfaction (in whole or in part) of the tax withholding obligation related to the
exercise of an option (the “Exercised Option”). The new Option shall have an exercise price equal to the Fair Market Value of the Common Stock on the date the Exercised Option was exercised, shall be exercisable six months from the date of
its grant and shall otherwise be subject to the same terms and conditions applicable to the Exercised Option. 
  

	1.28.	SAR 

 SAR means a stock appreciation right
that in accordance with the terms of an Agreement entitles the holder to receive, with respect to each share of Common Stock encompassed by the exercise of the SAR, the excess, if any, of the Fair market Value at the time of exercise over the
Initial Value. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the context requires otherwise. 
  

	1.29.	Stock Award 

 Stock Award means shares of
Common Stock awarded to a Participant under Article VIII. 
  

 -5- 









	1.30.	Ten Percent Shareholder 

 Ten Percent
Shareholder means any individual owning more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of a Related Entity. An individual shall be considered to own any voting stock owned (directly or
indirectly) by or for his or her brothers, sisters, spouse, ancestors or lineal descendants and shall be considered to own proportionately any voting stock owned (directly or indirectly) by or for a corporation, partnership, estate or trust of which
such individual is a shareholder, partner or beneficiary. 
  

 -6- 








 ARTICLE 
 II PURPOSES 
 The Plan is intended to assist the Company and its Affiliates in recruiting and
retaining individuals and other service providers with ability and initiative by enabling such persons or entities to participate in the future success of the Company and its Affiliates and to associate their interests with those of the Company and
its stockholders. The Plan is intended to permit the grant of both Options qualifying under Section 422 of the Code (“incentive stock options”) and Options not so qualifying, and the grant of SARs, Stock Awards, Performance Units, and
Other Equity-Based Awards in accordance with the Plan and any procedures that may be established by the Committee. No Option that is intended to be an incentive stock option shall be invalid for failure to qualify as an incentive stock option. The
proceeds received by the Company from the sale of shares of Common Stock pursuant to this Plan shall be used for general corporate purposes. 
 ARTICLE III 
 ADMINISTRATION 
 The Plan shall be administered by the Committee. The Committee shall have authority to grant SARs, Stock Awards, Performance Units, Options and Other Equity-Based Awards upon such terms (not inconsistent with the
provisions of this Plan), as the Committee may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan), on the exercisability of all or any part of an Option or SAR or on the transferability or
forfeitability of a Stock Award, an award of Performance Units or an Other Equity-Based Award. Notwithstanding any such conditions, the Committee may, in its discretion, accelerate the time at which any Option or SAR may be exercised, or the time at
which a Stock Award or Other Equity-Based Award may become transferable or nonforfeitable or the time at which an Other Equity-Based Award or an award of Performance Units may be settled. In addition, the Committee shall have complete authority to
interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan (including rules and regulations that require or allow Participants to defer
the payment of benefits under the Plan); and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any
power or authority of the Committee. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall be final and conclusive. The members of the Committee shall not be liable for any act done in good
faith with respect to this Plan or any Agreement, Option, SAR, Stock Award, Other Equity-Based Award or award of Performance Units. All expenses of administering this Plan shall be borne by the Company. 
  

 -7- 








 ARTICLE IV 
 ELIGIBILITY 
 Any employee of the Company or an Affiliate (including a corporation that
becomes an Affiliate after the adoption of this Plan) and any member of the Board is eligible to participate in this Plan. In addition, any other person or entity that provides significant services to the Company or an Affiliate (including a person
or entity that provides services to the Company or an Affiliate by virtue of employment with, or providing services to, the Operating Partnership) is eligible to participate in this Plan if the Committee, in its sole discretion, determines that the
participation of such person or entity is in the best interest of the Company. 
 ARTICLE V 
 COMMON STOCK SUBJECT TO PLAN 
  

	5.01.	Common Stock Issued 

 Upon the award of
shares of Common Stock pursuant to a Stock Award, an Other Equity-Based Award or in settlement of an award of Performance Units, the Company may deliver to the Participant shares of Common Stock or treasury shares from its authorized but unissued
Common Stock. Upon the exercise of any Option, SAR or Other Equity-Based Award denominated in shares of Common Stock, the Company may deliver to the Participant (or the Participant’s broker if the Participant so directs), shares of Common Stock
from its authorized but unissued Common Stock. 
  

	5.02.	Aggregate Limit 

 (a) The maximum aggregate number of shares of Common Stock that may be issued under this Plan
pursuant to the exercise of Options and SARs, the grant of Stock Awards or Other Equity-Based Awards and the settlement of Performance Units is equal to the greater of (i) 2,500,000 shares and (ii) seven and one-half percent (7 1/2%) of the number of fully diluted shares of Common Stock (taking into account interests in the Operating
Partnership that may become convertible into Common Stock) outstanding on the Completion Date, including any shares issued pursuant to the exercise of the underwriters’ over-allotment option on or before the Completion Date. Other Equity-Based
Awards that are LTIP Units shall reduce the maximum aggregate number of shares of Common Stock that may be issued under this Plan on a one-for-one basis, i.e., each such unit shall be treated as an award of Common Stock. 
 (b) The maximum number of shares of Common Stock that may be issued under this Plan in accordance with Section 5.02(a) shall be subject to
adjustment as provided in Article XI. 
 (c) The maximum number of shares of Common Stock that may be issued upon the exercise of Options
that are incentive stock options or Corresponding SARs that are related to incentive stock options shall be determined in accordance with Sections 5.02(a) and 5.02(b) and shall not be adjusted in accordance with Section 5.03. 
  

 -8- 









	5.03.	Replenishment of Shares 

 Beginning January 1, 2008, and on each January 1 thereafter during the term of the Plan,
the maximum aggregate number of shares of Common Stock that may be issued under this Plan pursuant to the exercise of Options and SARs, the grant of Stock Awards or Other-Equity Based Awards and the settlement of Performance Units shall be increased
by seven and one-half percent (7 1/2%) of any additional shares of Common Stock or interests in the
Operating Partnership issued by the Company or the Operating Partnership; provided, however, that the maximum aggregate number of shares of Common Stock that may be issued under this Plan shall be 11,655,525 shares. The adjustment required
under this Section 5.03 shall be made as of each January 1 during the term of the Plan. Notwithstanding the preceding sentence, no adjustment shall be made under this Section 5.03 on account of an increase in the number of outstanding
shares of Common Stock (i) on account of the issuance of shares of Common Stock or LTIP Units under this Plan, (ii) on account of the issuance of shares of Common Stock upon redemption of interests in the Operating Partnership into Common
Stock or (iii) arising as a result of a transaction or event described in the first paragraph of Article XI. 
  

	5.04.	Reallocation of Shares 

 If any award or
grant under the Plan (including LTIP Units) expires, is forfeited or is terminated without having been exercised or paid (whether in cash or Common Stock), then any shares of Common Stock covered by such lapsed, cancelled, expired or unexercised
portion of such award or grant and any forfeited, lapsed, cancelled or expired LTIP Units shall be available for the grant of other Options, SARs, Stock Awards, Other Equity-Based Awards and settlement of Performance Units under this Plan.

 ARTICLE VI 
 OPTIONS 
  

	6.01.	Award 

 In accordance with the provisions of
Article IV, the Committee will designate each individual to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such awards. The Committee also will specify whether Dividend Equivalent Rights are granted
in conjunction with the Option and whether the Option includes a Restoration Feature. 
  

	6.02.	Option Price 

 The price per share of Common
Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less than the Fair Market 

  

 -9- 








 
Value on the date the Option is granted. Notwithstanding the preceding sentence, the price per share for Common Stock purchased on the exercise of any Option
that is an incentive stock option granted to an individual who is a Ten Percent Shareholder on the date such option is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date the Option is granted.
Except as provided in Article XI, the price per share of an outstanding Option may not be reduced (by amendment, cancellation and new grant or otherwise) without the approval of shareholders. 
  

	6.03.	Maximum Option Period 

 The maximum period in
which an Option may be exercised shall be determined by the Committee on the date of grant, except that no Option shall be exercisable after the expiration of ten years from the date such Option was granted. In the case of an incentive stock option
granted to a Participant who is a Ten Percent Shareholder on the date of grant, such Option shall not be exercisable after the expiration of five years from the date of grant. The terms of any Option may provide that it is exercisable for a period
less than such maximum period. 
  

	6.04.	Nontransferability 

 Except as provided in
Section 6.05, each Option granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. In the event of any transfer of an Option (by the Participant or his transferee), the Option and any
Corresponding SAR that relates to such Option must be transferred to the same person or persons or entity or entities. Except as provided in Section 6.05, during the lifetime of the Participant to whom the Option is granted, the Option may be
exercised only by the Participant. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant. 
  

	6.05.	Transferable Options 

 Section 6.04 to
the contrary notwithstanding, if the Agreement provides, an Option that is not an incentive stock option may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of such family
members or a partnership in which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time. The holder of an Option transferred pursuant to
this Section shall be bound by the same terms and conditions that governed the Option during the period that it was held by the Participant; provided, however, that such transferee may not transfer the Option except by will or the laws of descent
and distribution. In the event of any transfer of an Option (by the Participant or his transferee), the Option and any Corresponding SAR that relates to such Option must be transferred to the same person or persons or entity or entities. 

 

 -10- 









	6.06.	Employee Status 

 For purposes of determining
the applicability of Section 422 of the Code (relating to incentive stock options), or in the event that the terms of any Option provide that it may be exercised only during employment or continued service or within a specified period of time
after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous
employment or service. 
  

	6.07.	Exercise 

 Subject to the
provisions of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however, that
incentive stock options (granted under the Plan and all plans of the Company and its Affiliates) may not be first exercisable in a calendar year for shares of Common Stock having a Fair Market Value (determined as of the date an Option is granted)
exceeding $100,000. An Option granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the Option could be exercised. A partial exercise of an Option shall not affect the right to
exercise the Option from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the Option. The exercise of an Option shall result in the termination of any Corresponding SAR to the
extent of the number of shares with respect to which the Option is exercised. 
  

	6.08.	Payment 

 Subject to rules established by the
Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price may be made in cash, certified check, by tendering shares of Common Stock or by attestation of ownership of shares of Common Stock (which, in either
case if acquired from the Company, have been held by the Participant for at least six months) or by a broker-assisted cashless exercise. If shares of Common Stock are used to pay all or part of the Option price, the sum of the cash and cash
equivalent and the Fair Market Value (determined as of the day preceding the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised. 
  

	6.09.	Stockholder Rights 

 No Participant shall
have any rights as a stockholder with respect to shares subject to an Option until the date of exercise of such Option. 
  

	6.10.	Disposition of Shares 

 A Participant shall
notify the Company of any sale or other disposition of shares of Common Stock acquired pursuant to an Option that was an incentive stock option if such sale or 

  

 -11- 








 
disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the issuance of shares of Common Stock to the
Participant. Such notice shall be in writing and directed to the Secretary of the Company. 
 ARTICLE VII 
 SARS 
  

	7.01.	Award 

 In accordance with the provisions of
Article IV, the Committee will designate each individual to whom SARs are to be granted and will specify the number of shares of Common Stock covered by such awards. No Participant may be granted Corresponding SARs (under the Plan and all plans of
the Company and its Affiliates) that are related to incentive stock options which are first exercisable in any calendar year for shares of Common Stock having an aggregate Fair Market Value (determined as of the date the related Option is granted)
that exceeds $100,000. 
  

	7.02.	Maximum SAR Period 

 The term of each SAR
shall be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten years from the date of grant. In the case of a Corresponding SAR that is related to an incentive stock option granted to a Participant
who is a Ten Percent Shareholder on the date of grant, such Corresponding SAR shall not be exercisable after the expiration of five years from the date of grant. The terms of any SAR may provide that it has a term that is less than such maximum
period. 
  

	7.03.	Nontransferability 

 Except as provided in
Section 7.04, each SAR granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. In the event of any such transfer, a Corresponding SAR and the related Option must be transferred to the same
person or persons or entity or entities. Except as provided in Section 7.04, during the lifetime of the Participant to whom the SAR is granted, the SAR may be exercised only by the Participant. No right or interest of a Participant in any SAR
shall be liable for, or subject to, any lien, obligation, or liability of such Participant. 
  

	7.04.	Transferable SARs 

 Section 7.03 to the
contrary notwithstanding, if the Agreement provides, an SAR, other than a Corresponding SAR that is related to an incentive stock option, may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more
trusts for the benefit of such family members or a partnership in which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time. The holder of
an SAR transferred pursuant to this Section shall be 

  

 -12- 








 
bound by the same terms and conditions that governed the SAR during the period that it was held by the Participant; provided, however, that such transferee
may not transfer the SAR except by will or the laws of descent and distribution. In the event of any transfer of a Corresponding SAR (by the Participant or his transferee), the Corresponding SAR and the related Option must be transferred to the same
person or person or entity or entities. 
  

	7.05.	Exercise 

 Subject to the provisions of this
Plan and the applicable Agreement, an SAR may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however, that a Corresponding SAR that is
related to an incentive stock option may be exercised only to the extent that the related Option is exercisable and only when the Fair Market Value exceeds the option price of the related Option. An SAR granted under this Plan may be exercised with
respect to any number of whole shares less than the full number for which the SAR could be exercised. A partial exercise of an SAR shall not affect the right to exercise the SAR from time to time in accordance with this Plan and the applicable
Agreement with respect to the remaining shares subject to the SAR. The exercise of a Corresponding SAR shall result in the termination of the related Option to the extent of the number of shares with respect to which the SAR is exercised.

  

	7.06.	Employee Status 

 If the terms of any SAR
provide that it may be exercised only during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service. 
  

	7.07.	Settlement 

 At the Committee’s
discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, shares of Common Stock, or a combination of cash and Common Stock. No fractional share will be deliverable upon the exercise of an SAR but a cash payment
will be made in lieu thereof. 
  

	7.08.	Stockholder Rights 

 No Participant shall, as
a result of receiving an SAR, have any rights as a stockholder of the Company or any Affiliate until the date that the SAR is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock. Notwithstanding the
foregoing, the Committee may provide in an Agreement that the holder of an SAR is entitled to Dividend Equivalents during the period beginning on the date of the award and ending on the date the SAR is exercised. 
  

 -13- 








 ARTICLE VIII 
 STOCK AWARDS 
  

	8.01.	Award 

 In accordance with the provisions of
Article IV, the Committee will designate each individual to whom a Stock Award is to be made and will specify the number of shares of Common Stock covered by such awards. 
  

	8.02.	Vesting 

 The Committee, on the date of the
award, may prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted for a period of time or subject to such conditions as may be set forth in the Agreement. By way of example and not of limitation, the
Committee may prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted subject to the attainment of objectives stated with reference to the Company’s, an Affiliate’s or a business unit’s
attainment of objectives stated with respect to performance criteria established by the Committee. 
  

	8.03.	Employee Status 

 In the event that the terms
of any Stock Award provide that shares may become transferable and nonforfeitable thereunder only after completion of a specified period of employment or continuous service, the Committee may decide in each case to what extent leaves of absence for
governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service. 
  

	8.04.	Stockholder Rights 

 Unless otherwise
specified in accordance with the applicable Agreement, while the shares of Common Stock granted pursuant to the Stock Award may be forfeited or are nontransferable, a Participant will have all rights of a stockholder with respect to a Stock Award,
including the right to receive dividends and vote the shares; provided, however, that during such period (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares granted pursuant to a Stock Award,
(ii) the Company shall retain custody of the certificates evidencing shares granted pursuant to a Stock Award, and (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Stock Award. The
limitations set forth in the preceding sentence shall not apply after the shares granted under the Stock Award are transferable and are no longer forfeitable. 
  

 -14- 








 ARTICLE IX 
 PERFORMANCE UNIT AWARDS 
  

	9.01.	Award 

 In accordance with the provisions of
Article IV, the Committee will designate each individual to whom an award of Performance Units is to be made and will specify the number of shares of Common Stock or other securities or property covered by such awards. 
  

	9.02.	Earning the Award 

 The Committee, on the
date of the grant of an award, shall prescribe that the Performance Units will be earned, and the Participant will be entitled to receive payment pursuant to the award of Performance Units, only upon the satisfaction of performance objectives and
such other criteria as may be prescribed by the Committee. 
  

	9.03.	Payment 

 In the discretion of the Committee,
the amount payable when an award of Performance Units is earned may be settled in cash, by the issuance of shares of Common Stock, by the delivery of other securities or property or a combination thereof. A fractional share of Common Stock shall not
be deliverable when an award of Performance Units is earned, but a cash payment will be made in lieu thereof. Performance Units may be paid in a lump sum or in installments following the close of the performance measuring period or, in accordance
with procedures established by the Committee, on a deferred basis. 
  

	9.04.	Stockholder Rights 

 A Participant, as a
result of receiving an award of Performance Units, shall not have any rights as a stockholder until, and then only to the extent that, the award of Performance Units is earned and settled in shares of Common Stock. After an award of Performance
Units is earned and settled in shares, a Participant will have all the rights of a stockholder as described in Section 8.05. 
  

	9.05.	Nontransferability 

 Except as provided in
Section 9.06, Performance Units granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. No right or interest of a Participant in any Performance Units shall be liable for, or subject to, any
lien, obligation, or liability of such Participant. 
  

 -15- 









	9.06.	Transferable Performance Units 

 Section 9.05 to the contrary notwithstanding, if the Agreement provides, an award of Performance Units may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of
such family members or a partnership in which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time. The holder of Performance Units
transferred pursuant to this Section shall be bound by the same terms and conditions that governed the Performance Units during the period that they were held by the Participant; provided, however that such transferee may not transfer Performance
Units except by will or the laws of descent and distribution. 
  

	9.07.	Employee Status 

 In the event that the terms
of any Performance Unit award provide that no payment will be made unless the Participant completes a stated period of employment or continued service, the Committee may decide to what extent leaves of absence for government or military service,
illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service. 
 ARTICLE X 

 OTHER EQUITY–BASED AWARDS 
  

	10.01.	Award 

 In accordance with the provisions of
Article IV, the Committee will designate each individual to whom an Other Equity-Based Award is to be made and will specify the number of shares of Common Stock or other equity interests (including LTIP Units) covered by such awards; provided,
however, that the grant of LTIP Units must satisfy the requirements of the partnership agreement of the Operating Partnership as in effect on the date of grant. 
  

	10.02.	Terms and Conditions 

 The Committee, at the
time an Other Equity-Based Award is made, shall specify the terms and conditions which govern the award. The terms and conditions of an Other Equity-Based Award may prescribe that a Participant’s rights in the Other Equity-Based Award shall be
forfeitable, nontransferable or otherwise restricted for a period of time or subject to such other conditions as may be determined by the Committee, in its discretion and set forth in the Agreement. Other Equity-Based Awards may be granted to
Participants, either alone or in addition to other awards granted under the Plan, and Other Stock-Based Awards may be granted in the settlement of other Awards granted under the Plan. 
  

 -16- 









	10.03.	Payment or Settlement 

 Other Equity-Based
Awards valued in whole or in part by reference to, or otherwise based on, shares of Common Stock, shall be payable or settled in shares of Common Stock, cash or a combination of Common Stock and cash, as determined by the Committee in its
discretion; provided, however, that any Common Stock that is issued on account of the conversion of LTIP Units into Common Stock shall not be issued under the Plan. Other Equity-Based Awards denominated as equity interests in other than shares of
Common Stock may be paid or settled in shares or units of such equity interests or cash or a combination of both as determined by the Committee in its discretion. 
  

	10.04.	Employee Status 

 If the terms of any Other
Equity-Based Award provides that it may be earned or exercised only during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves of
absence for governmental or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service. 
  

	10.05.	Stockholder Rights 

 A Participant, as a
result of receiving an Other Equity-Based Award, shall not have any rights as a stockholder until, and then only to the extent that, the Other Equity-Based Award is earned and settled in shares of Common Stock. 
 ARTICLE XI 
 ADJUSTMENT UPON
CHANGE IN COMMON STOCK 
 The maximum number of shares as to which Options, SARs, Performance Units, Stock Awards and Other
Equity-Based Awards may be granted and the terms of outstanding Stock Awards, Options, SARs, Performance Units and Other Equity-Based Awards shall be adjusted as the Board shall determine to be equitably required in the event that (i) the
Company (a) effects one or more stock dividends, extra-ordinary cash dividends, stock split-ups, subdivisions or consolidations of shares or (b) engages in a transaction to which Section 424 of the Code applies or (ii) there
occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article XI by the Board shall be final and conclusive. 
 The issuance by the Company of stock of any class, or securities convertible into stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of stock or obligations of the Company convertible into such stock or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the maximum number of shares as to which Options, SARs, Performance Units, Stock Awards and Other Equity-Based Awards may be granted or the terms of outstanding Stock Awards, Options, SARs, Performance Shares
or Other Equity-Based Awards. 
  

 -17- 








 The Committee may make Stock Awards and may grant Options, SARs, Performance Units or Other Equity-Based
Awards in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction
described in the first paragraph of this Article XI. Notwithstanding any provision of the Plan (other than the limitation of Section 5.02), the terms of such substituted Stock Awards, SARs, Other Equity-Based Awards, Options or Performance
Units shall be as the Committee, in its discretion, determines is appropriate. 
 ARTICLE XII 
 COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES 
 No Option or SAR shall be exercisable, no shares of Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with
all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all domestic stock exchanges on which the Company’s
shares may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any stock certificate issued to evidence shares of Common Stock when a Stock Award is granted, a Performance Unit or Other
Equity-Based Award is settled or for which an Option or SAR is exercised may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Option or SAR shall be
exercisable, no Stock Award or Performance Unit shall be granted, no shares of Common Stock shall be issued, no certificate for shares of Common Stock shall be delivered, and no payment shall be made under this Plan until the Company has obtained
such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters. 
 ARTICLE XIII

 GENERAL PROVISIONS 
  

	13.01.	Effect on Employment and Service 

 Neither
the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any individual or entity any right to continue in the employ or service of the Company or an Affiliate or in
any way affect any right and power of the Company or an Affiliate to terminate the employment or service of any individual or entity at any time with or without assigning a reason therefor. 
  

 -18- 









	13.02.	Unfunded Plan 

 This Plan, insofar as it
provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Company to any person with respect to any grant under this Plan
shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company. 
  

	13.03.	Rules of Construction 

 Headings are given to
the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

  

	13.04.	Withholding Taxes 

 Each Participant shall be
responsible for satisfying any income and employment tax withholding obligations attributable to participation in the Plan. Unless otherwise provided by the Agreement, any such withholding tax obligations may be satisfied in cash (including from any
cash payable in settlement of an award of Performance Units, SARs or Other Equity-Based Award) or a cash equivalent acceptable to the Committee. Any minimum statutory federal, state, district or city withholding tax obligations also may be satisfied
(a) by surrendering to the Company shares of Common Stock previously acquired by the Participant; provided, that if such shares were acquired from the Company they have been held by the Participant for at least six months; (b) by
authorizing the Company to withhold or reduce the number of shares of Common Stock otherwise issuable to the Participant upon the exercise of an Option or SAR, the settlement of a Performance Unit award or an Other Equity-Based Award (if applicable)
or the grant or vesting of a Stock Award; or (c) by any other method as may be approved by the Committee. If shares of Common Stock are used to pay all or part of such withholding tax obligation, the Fair Market Value of the shares surrendered,
withheld or reduced shall be determined as of the day the tax liability arises. 
 ARTICLE XIV 
 CHANGE IN CONTROL 
  

	14.01.	Impact of Change in Control. 

 Upon a Change
in Control, the Committee is authorized to cause (i) outstanding Options and SARs to become fully exercisable thereafter, (ii) outstanding Stock Awards to become transferable and nonforfeitable thereafter and (iii) outstanding
Performance Units and Other Equity-Based Awards to become earned and nonforfeitable in their entirety. 
  

 -19- 









	14.02.	Assumption Upon Change in Control. 

 In the
event of a Change in Control the Committee, in its discretion and without the need for a Participant’s consent, may provide that an outstanding Option, SAR, Stock Award, Performance Unit or Other Equity-Based Award shall be assumed by, or a
substitute award granted by, the surviving entity in the Change in Control. Such assumed or substituted award shall be of the same type of award as the original Option, SAR, Stock Award, Performance Unit or Other Equity-Based Award being assumed or
substituted. The assumed or substituted award shall have a value, as of the Control Change Date, that is substantially equal to the value of the original award (or the difference between the Fair Market Value and the option price or Initial Value in
the case of Options and SARs) as the Committee determines is equitably required and such other terms and conditions as may be prescribed by the Committee. 
  

	14.03.	Cash-Out Upon Change in Control. 

 In the
event of a Change in Control the Committee, in its discretion and without the need of a Participant’s consent, may provide that each Option, SAR, Stock Award and Performance Unit and Other Equity-Based Award shall be cancelled in exchange for a
payment. The payment may be in cash, shares of Common Stock or other securities or consideration received by stockholders in the Change in Control transaction. The amount of the payment shall be an amount that is substantially equal to (i) the
amount by which the price per share received by stockholders in the Change in Control exceeds the option price or Initial Value in the case of an Option and SAR, or (ii) the price per share received by stockholders for each share of Common
Stock subject to a Stock Award, Performance Unit or Other Equity-Based Award or (iii) the value of the other securities or property in which the Performance Unit or Other Equity-Based award is denominated. If the option price or Initial Value
exceeds the price per share received by stockholders in the Change in Control transaction, the Option or SAR may be cancelled under this Section 14.03 without any payment to the Participant. 
  

	14.04.	Limitation of Benefits 

 The benefits that a
Participant may be entitled to receive under this Plan and other benefits that a Participant is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Plan, are referred to as
“Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Article XI, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow a Participant to
receive a greater Net After Tax Amount than a Participant would receive absent a reduction. 
 The Accounting Firm will first determine the
amount of any Parachute Payments that are payable to a Participant. The Accounting Firm also will determine the Net After Tax Amount attributable to the Participant’s total Parachute Payments. 
  

 -20- 








 The Accounting Firm will next determine the largest amount of Payments that may be made to the
Participant without subjecting the Participant to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. 
 The Participant will receive the total Parachute Payments or the Capped Payments, whichever provides the Participant with the higher Net After Tax
Amount. If the Participant will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any noncash benefits under this Plan or any other plan, agreement or arrangement (with the source of the
reduction to be directed by the Participant) and then by reducing the amount of any cash benefits under this Plan or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Participant). The Accounting Firm
will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Participant and the Company a copy of its detailed calculations supporting that determination.

 As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its
determinations under this Article XIV, it is possible that amounts will have been paid or distributed to the Participant that should not have been paid or distributed under this Article XIV (“Overpayments”), or that additional amounts
should be paid or distributed to the Participant under this Article XIV (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the
Participant, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay to the Company, without interest; provided,
however, that no loan will be deemed to have been made and no amount will be payable by the Participant to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Participant is
subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the
Accounting Firm will notify the Participant and the Company of that determination and the amount of that Underpayment will be paid to the Participant promptly by the Company. 
 For purposes of this Article XIV, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before
the Control Change Date. For purposes of this Article XIV, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any
State or local income taxes applicable to the Participant on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as
the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Article XIV, the term “Parachute Payment” means a payment that is described in Code Section 280G(b)(2), determined in
accordance with Code Section 280G and the regulations promulgated or proposed thereunder. 
  

 -21- 








 Notwithstanding any other provision of this Article XIV, the limitations and provisions of this Article
XIV shall not apply to any Participant who, pursuant to an agreement with the Company or the terms of another plan maintained by the Company, is entitled to indemnification for any liability that the Participant may incur under Code
Section 4999. 
 ARTICLE XV 
 AMENDMENT 
 The Board may amend or terminate this Plan at any time; provided, however, that no amendment may
adversely impair the rights of Participants with respect to outstanding awards. In addition, an amendment will be contingent on approval of the Company’s stockholders if such approval is required by law or the rules of any exchange on which the
Common Stock is listed or if the amendment would materially increase the benefits accruing to Participants under the Plan, materially increase the aggregate number of shares of Common Stock that may be issued under the Plan or materially modify the
requirements as to eligibility for participation in the Plan. 
 ARTICLE XVI 
 DURATION OF PLAN 
 No Stock Award, Performance Unit Award, Option, SAR or
Other Equity-Based Award may be granted under this Plan after the tenth anniversary of the date that the Plan is adopted by the Board of Directors. Stock Awards, Performance Unit awards, Options, SARs and Other Equity-Based Awards granted before
such date shall remain valid in accordance with their terms. 
 ARTICLE XVII 
 EFFECTIVE DATE OF PLAN 
 Options, Stock Awards, Performance Units and
Other Equity-Based Awards may be granted under this Plan on and after the date that the Plan is adopted by the Board, provided that, this Plan shall not be effective unless approved by a majority of the stockholders of Common Stock entitled to vote
and present or represented by properly executed and delivered proxies at a duly held stockholders’ meeting at which a quorum is present or by unanimous consent of the stockholders, within twelve months before or after the date that the Plan is
adopted by the Board. 
  

 -22-