<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>Exhibit10.2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
Exhibit 10.2

POWER REIT
2012 EQUITY INCENTIVE PLAN

    Power REIT, a Maryland real estate investment trust (the
"Company"), sets forth herein the terms of its 2012 Equity Incentive
Plan (the "Plan"), as follows:

1. 	PURPOSE

    This Plan is intended to (a) provide incentive to eligible persons
to stimulate their efforts towards the success of the Company and to
operate and manage its business in a manner that will provide for the
long term growth and profitability of the Company; and (b) provide a
means of obtaining, compensating, rewarding and retaining key
personnel and management of the Company. To this end, the Plan
provides for the grant of stock options, stock appreciation rights,
restricted stock, unrestricted stock, stock units (including deferred
stock units), dividend equivalent rights, long-term incentive units
and cash bonus awards. Any of these awards may, but need not, be made
as performance incentives to reward attainment of annual or long-term
performance goals in accordance with the terms hereof. Stock options
granted under the Plan may be non-qualified stock options or incentive
stock options, as provided herein.

2. 	DEFINITIONS

    For purposes of interpreting the Plan and related documents
(including Award Agreements), the following definitions shall apply:

    2.1 "Affiliate" means, any company or other trade or business 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, without limitation, any Subsidiary. For purposes of
granting stock options or stock appreciation rights, an entity may not
be considered an Affiliate of the Company, unless the Company holds a
"controlling interest" in such entity, where the term "controlling
interest" has the same meaning as provided in Treasury Regulation
Section 1.414(c)-2(b)(2)(i), provided that the language "at least 50
percent" is used instead of "at least 80 percent" and, provided
further, that where granting of stock options or stock appreciation
rights is based upon a legitimate business criteria, the language "at
least 20 percent" is used instead of "at least 80 percent" each place
it appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).

    2.2 "Annual Incentive Award" means an Award, denominated in cash,
made subject to attainment of performance goals (as described in
Section 14) over a Performance Period of up to one year (the Company's
fiscal year, unless otherwise specified by the Board).

    2.3 "Applicable Entity" means the Company or its Affiliates.

    2.4 "Applicable Laws" means the legal requirements relating to the
Plan and the Awards under applicable provisions of the corporate,
securities, tax and other laws, rules, regulations and government
orders, and the rules of any applicable stock exchange or national
market system, of any jurisdiction applicable to Awards granted to
residents therein.

    2.5 "Award" means a grant of an Option, Stock Appreciation Right,
Restricted Stock, Unrestricted Stock, Stock Units, Dividend Equivalent
Right, Performance Award, Annual Incentive Award, LTIP Unit, or Other
Equity-Based Award under the Plan.

    2.6 "Award Agreement" means the agreement between the Company and a
Grantee that evidences and sets out the terms and conditions of an
Award.

   2.7 "Award Agreement Date" means the date of an Award Agreement
between the Company and a Grantee.

    2.8 "Board" means the Board of Trustees of the Company.

    2.09 "Cause" means, with respect to any Grantee, as determined by
the Board and unless otherwise provided in an applicable agreement
between such Grantee and the Applicable Entity (a) repeated violations
by such Grantee of such Grantee's obligations to the Applicable Entity
(other than as a result of incapacity due to physical or mental
illness) which are demonstrably willful and deliberate on such
Grantee's part, which are committed in bad faith or without reasonable
belief that such violations are in the best interests of the
Applicable Entity and which are not remedied within a reasonable
period of time after such Grantee's receipt of written notice from the
Company specifying such violations or (b) the conviction of such
Grantee of a felony involving an act of dishonesty intended to result
in substantial personal enrichment of such Grantee at the expense of
the Applicable Entity.

    2.10 "Change in Control" means:

       (1) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than fifty percent (50%) of either (i)
the then outstanding shares of common stock, par value $0.01 per
share, of the Company (the "Outstanding Company Stock") or (ii) the
combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of trustees (the
"Outstanding Company Voting Securities"); provided, however, that for
purposes of this subsection (1), the following acquisitions shall not
constitute a Change in Control: (i) any acquisition by the Company;
(ii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation or trust
controlled by the Company; and (iii) any acquisition by any entity
pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (3) of this Section 2.10; or
       (2) Individuals who, as of the date hereof, 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 date hereof 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 shall 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 consents by or on behalf of a Person other than the Board;
or
       (3) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
the Company (a "Business Combination"), in each case unless, following
such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners of the
Outstanding Company Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than fifty percent (50%) of,
respectively, the then outstanding common shares and the combined
voting power of the then outstanding voting securities entitled to
vote generally in the election of trustees, as the case may be, of the
entity resulting from such Business Combination (including, without
limitation, a corporation that as a result of such transaction owns
the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Stock and Outstanding
Company Voting Securities, as the case may be, and (ii) no Person
(excluding any corporation or trust resulting from such Business
Combination or any employee benefit plan (or related trust) of the
Company or such corporation or trust resulting from such Business
Combination) beneficially owns, directly or indirectly, thirty-five
percent (35%) or more of the then outstanding shares of the
corporation or trust resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of
such corporation or trust except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a
majority of the members of the board of trustees of the corporation or
trust resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement,
or of the action of the Board, providing for such Business
Combination; or
       (4) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company and consummation of such
transaction.

    2.11 "Code" means the Internal Revenue Code of 1986, as now in
effect or as hereafter amended.

    2.12 "Company" means Power REIT, a Maryland real estate investment
trust.

    2.13 "Compensation Committee" means a committee established by the
Board of Trustees consisting of two or more trustees, none of whom
shall be an officer or other salaried employee of the Company, and
each of whom shall (i) qualify in all respects as a "non-employee
director" as defined in Rule 16b-3 under the Exchange Act, (ii) meet
such other requirements as may be established from time to time by the
Securities and Exchange Commission for plans intended to qualify for
exemption under Rule 16b-3 (or its successor) under the Exchange Act,
(iii) comply with the independence requirements of the stock exchange
on which the Stock is listed and (iv) qualify as an "outside director"
for purposes of Code Section 162(m). Notwithstanding the foregoing,
with respect to the grant of Awards to non-employee trustees, the
Compensation Committee shall be the Board.  If no Compensation
Committee exists, the functions of the Compensation Committee will be
exercised by the independent trustees of the Board, which shall be
known as "Compensation Committee"; provided, however, that a
Compensation Committee shall be created prior to the grant of Awards
to a Covered Employee and that grants of Awards to a Covered Employee
shall be made only by such Compensation Committee.

    2.14 "Covered Employee" means a Grantee who is a covered employee
within the meaning of Code Section 162(m)(3).

    2.15 "Determination Date" means the Grant Date or such other date
as of which the Fair Market Value of a share of Stock is required to
be established for purposes of the Plan.

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

    2.17 "Dividend Equivalent Right" means a right, granted to a
Grantee under Section 13, to receive cash, Stock, other Awards or
other property equal in value to dividends paid with respect to a
specified number of shares of Stock, or other periodic payments.

    2.18 "Effective Date" means [ ], 2012, the date the Plan was
approved by the common shareholders of the Company.

    2.19 "Exchange Act" means the Securities Exchange Act of 1934, as
now in effect or as hereafter amended.

    2.20 "Fair Market Value" means the fair market value of a share of
Stock for purposes of the Plan, which shall be determined as of any
Determination Date as follows:

    (a) If on such Determination Date the shares of Stock 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 of Stock shall be the closing price of the
Stock as reported on such Stock Exchange or such Securities Market
(provided that, if there is more than one such Stock Exchange or
Securities Market, the Compensation Committee shall 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 of Stock shall be the closing price of the Stock on the
next trading day on which any sale of Stock shall have been
reported on such Stock Exchange or such Securities Market.

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

    Notwithstanding this Section 2.20 or Section 19.3, for purposes of
determining taxable income and the amount of the related tax
withholding obligation pursuant to Section 19.3, for any shares of
Stock subject to an Award that are sold by or on behalf of a Grantee
on the same date on which such shares of Stock may first be sold
pursuant to the terms of the related Award Agreement, the Fair Market
Value of such shares of Stock shall be the sale price of such shares
of Stock on such date (or if sales of such shares of Stock are
effectuated at more than one sale price, the weighted average sale
price of such shares of Stock on such date).

    2.21 "Family Member" means 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 the Grantee, any person sharing the Grantee's
household (other than a tenant or employee), a trust in which any one
or more of these persons have more than fifty percent (50%) of the
beneficial interest, a foundation in which any one or more of these
persons (or the Grantee) control the management of assets, and any
other entity in which one or more of these persons (or the Grantee)
own more than fifty percent (50%) of the voting interests.

    2.22 "Grant Date" means, as determined by the Board, the latest to
occur of (i) the date as of which the Company completes the corporate
action constituting the Award, (ii) the date on which the recipient of
an Award first becomes eligible to receive an Award, or (iii) such
other date as may be specified by the Board.

    2.23 "Grantee" means a person who receives or holds an Award under
the Plan.

    2.24 "Incentive Stock Option" means an "incentive stock option"
within the meaning of Code Section 422, or the corresponding provision
of any subsequently enacted tax statute, as amended from time to time.

    2.25 "Long-Term Incentive Unit" or "LTIP Unit" means an Award under
Section 15 of an interest in the operating partnership affiliated with
the Company, if any.

    2.26 "Non-qualified Stock Option" means an Option that is not an
Incentive Stock Option.

    2.27 "Option" means an option to purchase one or more shares of
Stock pursuant to the Plan.

    2.28 "Operating Partnership Agreement" shall have the meaning set
forth in Section 15.

    2.29 "Option Price" means the exercise price for each share of
Stock subject to an Option.

    2.30 "Other Equity-Based Award" means 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, Stock, other than
an Option, Stock Appreciation Right, Restricted Stock, Unrestricted
Stock, Stock Units, Dividend Equivalent Right, LTIP Unit, Performance
Award, or Annual Incentive Award.

    2.31 "Outside Trustee" means a member of the Board who is not an
officer or employee of the Company.

    2.32 "Performance Award" means an Award made subject to the
attainment of performance goals (as described in Section 14) over a
Performance Period of up to ten (10) years.

    2.33 "Performance-Based Compensation" means compensation under an
Award that is intended to satisfy the requirements of Code Section
162(m) for "qualified performance-based compensation" paid to Covered
Employees. Notwithstanding the foregoing, nothing in the Plan shall be
construed to mean that an Award which does not satisfy the
requirements for "qualified performance-based compensation" under Code
Section 162(m) does not constitute performance-based compensation for
other purposes, including for purposes of Code Section 409A.

    2.34 "Performance Measures" means measures as described in Section
14 on which the performance goals are based and which have been
approved by the Company's shareholders pursuant to the Plan in order
to qualify Awards as Performance-Based Compensation.

    2.35 "Performance Period" means the period of time during which the
performance goals must be met in order to determine the degree of
payout and/or vesting with respect to an Award.

    2.36 "Plan" means this Power REIT 2012 Equity Incentive Plan, as
amended from time to time.

    2.37 "Purchase Price" means the purchase price for each share of
Stock pursuant to a grant of Restricted Stock, Stock Units or
Unrestricted Stock.

    2.38 "Reporting Person" means a person who is required to file
reports under Section 16(a) of the Exchange Act.

    2.39 "Restricted Stock" means shares of Stock, awarded to a Grantee
pursuant to Section 10.

    2.40 "SAR Exercise Price" means the per share exercise price of a
SAR granted to a Grantee under Section 9.

    2.41 "Securities Act" means the Securities Act of 1933, as now in
effect or as hereafter amended.

    2.42 "Service" means service as a Service Provider to any
Applicable Entity. Unless otherwise stated in the applicable Award
Agreement, a Grantee's change in position or duties shall not result
in interrupted or terminated Service, so long as such Grantee
continues to be a Service Provider to any Applicable Entity. Subject
to the preceding sentence, whether a termination of Service shall have
occurred for purposes of the Plan shall be determined by the Board,
which determination shall be final, binding and conclusive.
Notwithstanding any other provision to the contrary, for any
individual providing services solely as a trustee, only service to the
Company or any of its Subsidiaries constitutes Service. If the Service
Provider's employment or other service relationship is with an
Affiliate of the Company and that entity ceases to be an Affiliate of
the Company, a termination of Service shall be deemed to have occurred
when the entity ceases to be an Affiliate of the Company unless the
Service Provider transfers his or her employment or other service
relationship to the Company or their remaining Affiliates.

    2.43 "Service Provider" means an employee, officer, trustee, or a
consultant or adviser (who is a natural person) providing services to
an Applicable Entity.

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

    2.45 "Stock Appreciation Right" or "SAR" means a right granted to a
Grantee under Section 9.

    2.46 "Stock Exchange" means the NYSE American Stock Exchange ("NYSE
Amex") or another established national or regional stock exchange.

    2.47 "Stock Unit" means a bookkeeping entry representing the
equivalent of one share of Stock awarded to a Grantee pursuant to
Section 10.

    2.48 "Subsidiary" means any "subsidiary corporation" of the Company
within the meaning of Code Section 424(f).

    2.49 "Substitute Award" means an Award granted upon assumption of,
or in substitution for, outstanding awards previously granted by a
company or other entity acquired by the Company or an Affiliate or
with which the Company or an Affiliate combines.

    2.50 "Ten Percent Shareholder" means an individual who owns more
than ten percent (10%) of the total combined voting power of all
classes of outstanding voting securities of the Company, its parent or
any of its Subsidiaries, unless such person has been exempted by the
Board pursuant to the Company's declaration of trust. In determining
stock ownership, the attribution rules of Code Section 424(d) shall be
applied.

    2.51 "Unrestricted Stock" shall have the meaning set forth in
Section 11.

    Unless the context otherwise requires, all references in the Plan
to "including" shall mean "including without limitation."

    References in the Plan to any Code Section shall be deemed to
include, as applicable, regulations promulgated under such Code
Section.

3. 	ADMINISTRATION OF THE PLAN
	3.1 Board.
    The Board shall have such powers and authorities related to the
administration of the Plan as are consistent with the Company's
declaration of trust, by-laws and Applicable Laws. The Board shall
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 shall have full power and authority to take
all such other actions and make all such other determinations not
inconsistent with the specific terms and provisions of the Plan that
the Board deems to be necessary or appropriate to the administration
of the Plan, any Award or any Award Agreement. All such actions and
determinations shall be by the affirmative vote of a majority of the
members of the Board present at a meeting at which a quorum is present
or by majority consent of the independent trustees of the Board
executed in writing in accordance with the Company's declaration of
trust and by-laws and Applicable Laws. The interpretation and
construction by the Board of any provision of the Plan, any Award or
any Award Agreement shall be final, binding and conclusive.

    3.2 Compensation Committee.
    The Board from time to time may delegate to the Compensation
Committee such powers and authorities related to the administration
and implementation of the Plan, as set forth in Section 3.1 above and
other applicable provisions, as the Board shall determine, consistent
with the certificate of incorporation and by-laws of the Company and
Applicable Laws. The Board may also appoint one or more separate
committees of the Board, each composed of one or more trustees of the
Company who need not be Outside Trustees, who may administer the Plan
with respect to employees or other Service Providers who are not
executive officers (as defined under Rule 3b-7 of the Exchange Act) or
trustees of the Company, may grant Awards under the Plan to such
employees or other Service Providers, and may determine all terms of
such Awards, subject to Rule 16b-3 and the rules of the stock exchange
on which the Stock is listed.

     In the event that the Plan, any Award or any Award Agreement
entered into hereunder provides for any action to be taken by or
determination to be made by the Board, such action may be taken or
such determination may be made by the Compensation Committee if the
power and authority to do so has been delegated (and such delegated
authority has not been revoked) to such Compensation Committee by the
Board as provided for in this Section. Unless otherwise expressly
determined by the Board, any such action or determination by the
Compensation Committee shall be final, binding and conclusive. To the
extent permitted by law, the Compensation Committee may delegate its
authority under the Plan to a member of the Board, provided, that such
member of the Board to whom the Committee delegates authority under
the Plan must be an Outside Trustee who satisfies the requirements of
a Compensation Committee member in Section 2.13.

    3.3 Terms of Awards

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

    (i) designate Grantees;
    (ii) determine the type or types of Awards to be made to a
Grantee;
    (iii) determine the number of shares of Stock to be subject to
an Award;
    (iv) establish the terms and conditions of each Award
(including, but not limited to, the exercise price of any Option,
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 of Stock subject
thereto, the treatment of an Award in the event of a Change in
Control, and any terms or conditions that may be necessary to
qualify Options as Incentive Stock Options);
    (v) prescribe the form of each Award Agreement evidencing an
Award; and
    (vi) amend, modify, or reprice the terms of any outstanding
Award subject to the restrictions of Section 3.5. Such authority
specifically includes the authority, in order to effectuate the
purposes of the Plan but without amending the Plan, to make or
modify Awards to eligible individuals who are foreign nationals or
are individuals who are employed outside the United States to
recognize differences in local law, tax policy, or custom.
Notwithstanding the foregoing, no amendment, modification or
supplement of any Award shall, without the consent of the Grantee,
impair the Grantee's rights under such Award.

    3.4 Forfeiture; Recoupment.

    The Company may reserve the right in an Award Agreement to cause a
forfeiture of the gain realized by a Grantee with respect to an Award
thereunder 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 any
Affiliate, (d) confidentiality obligation with respect to the Company
or any Affiliate or (e) other agreement, as and to the extent
specified in such Award Agreement. The Company may annul an
outstanding Award if the Grantee thereof is an employee and is
terminated for Cause as defined in the Plan or the applicable Award
Agreement or for "cause" as defined in any other agreement between the
Applicable Entity and such Grantee, as applicable.

    Any Award granted pursuant to the Plan is subject to mandatory
repayment by the Grantee to the Company to the extent the Grantee is
or in the future becomes subject to any law that requires the
repayment by the Grantee to the Company of compensation paid by the
Company to the Grantee in the event that the Grantee fails to comply
with, or violates, the terms or requirements of such law. Such law may
authorize the Company to recover from a Grantee incentive-based
compensation preceding the date on which the Company is required to
prepare an accounting restatement due to material noncompliance by the
Company, as a result of misconduct, with any financial reporting
requirement under the federal securities laws.

    Furthermore, if the Company is required to prepare an accounting
restatement due to the material noncompliance of the Company, as a
result of willful misconduct, with any financial reporting requirement
under the federal securities laws, and any Award Agreement so
provides, any Grantee of an Award under such Award Agreement who
knowingly engaged in such misconduct, was grossly negligent in
engaging in such misconduct, knowingly failed to prevent such
misconduct or was grossly negligent in failing to prevent such
misconduct, shall reimburse the Company the amount of any payment in
settlement of an Award earned or accrued during the 12-month period
following the first public issuance or filing with the United States
Securities and Exchange Commission (whichever first occurred) of the
financial document that contained information affected by such
material noncompliance.

    Notwithstanding any other provision of the Plan or any provision of
any Award Agreement, if the Company is required to prepare an
accounting restatement, then Grantees shall forfeit any cash or Stock
received in connection with an Award (or an amount equal to the Fair
Market Value of such Stock on the date of delivery if the Grantee no
longer holds the shares of Stock) if pursuant to the terms of the
Award Agreement for such Award, the amount of the Award earned or the
vesting in the Award was explicitly based on the achievement of pre-
established performance goals set forth in the Award Agreement
(including earnings, gains, or other performance goals) that are later
determined, as a result of the accounting restatement, not to have
been achieved.

    3.5 No Repricing.

    Except in connection with a corporate transaction involving the
Company (including, without limitation, any stock dividend,
distribution (whether in the form of cash, shares of Stock, other
securities or other property), stock split, extraordinary cash
dividend, recapitalization, change in control, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange
of shares of Stock or other securities or similar transaction), the
Company may not, without obtaining shareholder approval: (a) amend the
terms of outstanding Options or SARs to reduce the exercise price of
such outstanding Options or SARs; (b) cancel outstanding Options or
SARs in exchange for or substitution of Options or SARs with an
exercise price that is less than the exercise price of the original
Options or SARs; or (c) cancel outstanding Options or SARs with an
exercise price below the current stock price in exchange for cash or
other securities.

    3.6 Deferral Arrangement.

    The Board may permit or require the deferral of any award payment
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
Stock Units and for restricting deferrals to comply with hardship
distribution rules affecting tax-qualified retirement plans subject to
Code Section 401(k)(2)(B)(IV), provided that no Dividend Equivalent
Rights may be granted that are vested and payable in connection with,
or related to, the vesting and exercise of an Award of Options or
SARs. Any such deferrals shall be made in a manner that complies with
Code Section 409A.

    3.7 Liability; Indemnification.

    No Board member or Compensation Committee member (each a "Covered
Individual") shall be liable for any action or determination made in
good faith with respect to the Plan, any Award granted hereunder or
any Award Agreement entered into hereunder. The Company shall, to the
maximum extent permitted by Applicable Laws, the Company's declaration
of trust and by-laws, indemnify and hold harmless each Covered
Individual against any cost or expense (including reasonable attorney
fees reasonably acceptable to the Company) or liability (including any
amount paid in settlement of a claim with the approval of the
Company), and amounts advanced to such Covered Individual necessary to
pay the foregoing at the earliest time and to the fullest extent
permitted, arising out of any act or omission to act in connection
with the Plan, any Award granted hereunder or any Award Agreement
entered into hereunder. Such indemnification shall be in addition to
any rights of indemnification such individuals may have under
Applicable Laws, the Company's declaration of trust or by-laws.
Notwithstanding anything else herein, this indemnification will not
apply to the actions or determinations made by a Covered Individual
with regard to Awards granted to such Covered Individual under the
Plan or arising out of such Covered Individual's own fraud or bad
faith.

    For the purposes of this Section 3.7, "Covered Individual" shall
mean any current or former trustee or current or former member of any
Compensation Committee established by the Board.

    3.8  Stock Issuance/Book-entry.

    Notwithstanding any provision of the Plan to the contrary, the
issuance of the shares of Stock under the Plan may be evidenced in
such a manner as the Board, in its discretion, deems appropriate,
including, without limitation, book-entry or direct registration or
the issuance of one or more share certificates.

4. 	STOCK SUBJECT TO THE PLAN

    4.1  Number of Shares of Stock Available for Awards

    Subject to adjustment as provided in Section 18, the number of
shares of Stock available for issuance under the Plan shall be two-
hundred thousand (200,000). In addition, subject to adjustment as
provided in Section 18, commencing on the date this plan is approved
by shareholders, and on the beginning of each January 1 and on each
Capitalization Event (each such January 1 or Capitalization Event, a
"Reset Date"), during the term of this Plan, the number of shares of
Stock which shall be made available for issuance under the Plan shall
be increased by the positive number of shares equal to the lesser of:
(i) (A) 10% of the Company's outstanding shares of Stock, calculated
on a fully diluted and consolidated basis (including the OP Units of
our Operating Partnership, if any), less (B) the sum of (1) the
aggregate number of shares remaining available for issuance under the
Plan as of such date, plus (2) the aggregate number of shares subject
to outstanding Awards and unvested shares of Restricted Stock or other
unvested equity compensation granted under the Plan as of such date,
or (ii) a lesser amount determined by the Compensation Committee.  For
clarity, if the amount determined in the formula in the preceding
sentence is negative, the number of shares available for issuance
shall neither be increased nor decreased. Shares of Stock issued or to
be issued under the Plan shall be authorized but unissued shares or
treasury Shares or any combination of the foregoing, as may be
determined from time to time by the Compensation Committee.

    For the purposes of this section 4.1, "Capitalization Event" shall
mean (i) any date on which the fully diluted share count of the
Company (including its Operating Partnership, if any) has increased by
more than 20% from the prior Reset Date or (ii) any other such date,
as may be determined from time to time by the Compensation Committee.

    4.2  Adjustment in Authorized Shares of Stock.

    The Board shall have the right to substitute or assume Awards in
connection with mergers, reorganizations, separations, or other
transactions to which Code Section 424(a) applies. The number of
shares of Stock reserved pursuant to Section 4 shall be increased by
the corresponding number of awards assumed, and in the case of a
substitution, by the net increase in the number of shares of Stock
subject to awards before and after substitution. Available shares
under a shareholder approved plan of an acquired company (as
appropriately adjusted to reflect the transaction) may be used for
Awards under the Plan and do not reduce the number of shares of Stock
available under the Plan, subject to applicable stock exchange
requirements.

    4.3  Share Usage

    Shares of Stock covered by an Award shall be counted as used as of
the Grant Date. Any shares of Stock that are subject to Awards shall
be counted against the limit set forth in Section 4.1 as one (1) share
of Stock for every one (1) share of Stock subject to an Award. With
respect to SARs, the number of shares of Stock subject to an award of
SARs will be counted against the aggregate number of shares of Stock
available for issuance under the Plan regardless of the number of
shares of Stock actually issued to settle the SAR upon exercise. If
any shares of Stock covered by an Award granted under the Plan are not
purchased or are forfeited or expire, or if an Award otherwise
terminates without delivery of any shares of Stock subject thereto,
then the number of shares of Stock counted against the aggregate
number of shares of Stock available under the Plan with respect to
such Award shall, to the extent of any such forfeiture, termination or
expiration, again be available for making Awards under the Plan in the
same amount as such shares of Stock were counted against the limit set
forth in Section 4.1. The number of shares of Stock available for
issuance under the Plan shall not be increased by (i) any shares of
Stock tendered or withheld or Award surrendered in connection with the
purchase of shares of Stock upon exercise of an Option as described in
Section 12.2, (ii) any shares of Stock deducted or delivered from an
Award payment in connection with the Company's tax withholding
obligations as described in Section 19.3 or (iii) any shares of Stock
purchased by the Company with proceeds from option exercises.

5.  EFFECTIVE DATE, DURATION AND AMENDMENTS

    5.1  Effective Date.

    The Plan shall be effective as of the Effective Date.

    5.2  Term.

    The Plan shall terminate automatically ten (10) years after the
Effective Date and may be terminated on any earlier date as provided
in Section 5.3.

    5.3  Amendment and Termination of the Plan.

    The Board may, at any time and from time to time, amend, suspend,
or terminate the Plan as to any shares of Stock as to which Awards
have not been made. An amendment shall be contingent on approval of
the Company's shareholders to the extent stated by the Board, required
by Applicable Laws or required by applicable stock exchange listing
requirements. No amendment will be made to the no-repricing provisions
of Section 3.5 or the option pricing provisions of Section 8.1 without
the approval of the Company's shareholders. No amendment, suspension,
or termination of the Plan shall, without the consent of the Grantee,
impair rights or obligations under any Award theretofore awarded under
the Plan.

6. AWARD ELIGIBILITY AND LIMITATIONS.

    6.1  Service Providers and Other Persons.

    Subject to this Section 6, Awards may be made under the Plan to:
(i) any Service Provider, as the Compensation Committee shall
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 Compensation Committee.

    6.2 Limitations on Shares of Stock 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 and the transition
period under Treasury Regulation Section 1.162-27(f)(2) has lapsed or
does not apply:

    (i) the maximum number of shares of Stock subject to Options or
SARs that can be granted under the Plan to any person eligible for an
Award under Section 6 in a calendar year shall be determined by the
Compensation Committee, in its sole discretion, subject to Section 4
and the Company's declaration of trust, by-laws and any Applicable
Laws; and
    (ii) the maximum number of shares of Stock that can be granted
under the Plan, other than pursuant to an Option or SARs, to any
person eligible for an Award in a calendar year shall be determined by
the Compensation Committee, in its sole discretion, subject to Section
4 and the Company's declaration of trust, by-laws and any Applicable
Laws.
    The preceding 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 3.5, Awards granted under the Plan may, in the
discretion of the Compensation Committee, be granted either alone or
in addition to, in tandem with, or in substitution or exchange for,
any other Award or any award granted under another plan of the
Company, any Affiliate, or any business entity to be acquired by the
Company or an Affiliate, or any other right of a Grantee to receive
payment from the Company or any Affiliate. Such additional, tandem,
and substitute or exchange Awards may be granted at any time. Subject
to Section 3.5, if an Award is granted in substitution or exchange for
another Award, the Compensation Committee shall require the surrender
of such other Award in consideration for the grant of the new Award.
In addition, Awards may be granted in lieu of cash compensation,
including in lieu of cash amounts payable under other plans of the
Company or any Affiliate. Notwithstanding Section 8.1 and Section 9.1
but subject to Section 3.5, the Option Price of an Option or the grant
price of an SAR that is a Substitute Award may be less than 100% of
the Fair Market Value of a share of Stock on the original date of
grant; provided, that, the Option Price or grant price is determined
in accordance with the principles of Code Section 424 and the
regulations thereunder for any Incentive Stock Option and consistent
with Code Section 409A for any other Option or SAR.

7. AWARD AGREEMENT

    Each Award granted pursuant to the Plan shall be evidenced by an
Award Agreement, in such form or forms as the Compensation Committee
shall from time to time determine. Award Agreements granted from time
to time or at the same time need not contain similar provisions but
shall be consistent with the terms of the Plan. Each Award Agreement
evidencing an Award of Options shall specify whether such Options are
intended to be Non-qualified Stock Options or Incentive Stock Options,
and in the absence of such specification such options shall be deemed
Non-qualified Stock Options.

8.TERMS AND CONDITIONS OF OPTIONS

    8.1 Option Price.

    The Option Price of each Option shall be fixed by the Compensation
Committee and stated in the Award Agreement evidencing such Option.
Except in the case of Substitute Awards, the Option Price of each
Option shall be at least the Fair Market Value of a share of Stock on
the Grant Date; provided, however, 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 Stock Option shall be
not less than one hundred ten percent (110%) of the Fair Market Value
of a share of Stock on the Grant Date.  In no case shall the Option
Price of any Option be less than the par value of a share of Stock.

    8.2 Vesting.

    Subject to Sections 8.3 and 18.3, each Option granted under the
Plan shall become exercisable at such times and under such conditions
as shall be determined by the Compensation Committee and stated in the
Award Agreement. For purposes of this Section 8.2, fractional numbers
of shares of Stock subject to an Option shall be rounded down to the
next nearest whole number.

    8.3 Term.

    Each Option granted under the Plan shall terminate, and all rights
to purchase shares of Stock thereunder shall cease, upon the
expiration of ten (10) years from the date such Option is granted, or
under such circumstances and on such date prior thereto as is set
forth in the Plan or as may be fixed by the Compensation Committee and
stated in the Award Agreement relating to such Option; provided,
however, 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 Stock Option shall not be exercisable after the
expiration of five (5) years from its Grant Date.

    8.4  Termination of Service.

    Each Award Agreement shall set forth the extent to which the
Grantee shall have the right to exercise the Option following
termination of the Grantee's Service. Such provisions shall be
determined in the sole discretion of the Compensation 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.

    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, prior to the date the
Plan is approved by the shareholders of the Company as provided herein
or after the occurrence of an event referred to in Section 18 which
results in termination of the Option.

    8.6  Method of Exercise.

    Subject to the terms of Section 12 and Section 19.3, an Option that
is exercisable may be exercised by the Grantee's delivery to the
Company of notice of exercise on any business day, at the Company's
principal office, on the form specified by the Company and in
accordance with any additional procedures specified by the
Compensation Committee. Such notice shall specify the number of shares
of Stock with respect to which the Option is being exercised and shall
be accompanied by payment in full of the Option Price of the shares of
Stock for which the Option is being exercised plus the amount (if any)
of federal and/or other taxes which the Company may, in its judgment,
be required to withhold with respect to an Award.

    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 shall have
none of the rights of a shareholder (for example, the right to receive
cash or dividend payments or distributions attributable to the subject
shares of Stock or to direct the voting of the subject shares of Stock
or to receive notice of any meeting of the Company's shareholders)
until the shares of Stock covered thereby are fully paid and issued to
such Grantee or other person. Except as provided in Section 18, no
adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date of such issuance.

    8.8  Delivery of Stock Certificates.

    Promptly after the exercise of an Option by a Grantee and the
payment in full of the Option Price with respect thereto, such Grantee
shall be entitled to receive such evidence of such Grantee's ownership
of the shares of Stock subject to such Option as shall be consistent
with Section 3.8.

    8.9  Transferability of Options.

    Except as provided in Section 8.10, during the lifetime of a
Grantee, only the Grantee (or, in the event of legal incapacity or
incompetency, the Grantee's guardian or legal representative) may
exercise an Option. Except as provided in Section 8.10, no Option
shall be assignable or transferable 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
Compensation Committee, in its sole discretion, a Grantee may
transfer, not for value, all or part of an Option which is not an
Incentive Stock Option to any Family Member. For the purpose of this
Section 8.10, a "not for value" transfer is a transfer which is (i) a
gift, (ii) a transfer under a domestic relations order in settlement
of marital property rights; or (iii) unless Applicable Laws do not
permit such transfers, a transfer to an entity in which more than
fifty percent (50%) of the voting interests are owned by Family
Members (or the Grantee) in exchange for an interest in that entity.
Following a transfer under this Section 8.10, any such Option shall
continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, and shares of Stock acquired
pursuant to the Option shall be subject to the same restrictions on
transfer of shares as would have applied to the Grantee. Subsequent
transfers of transferred Options are 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 events of
termination of Service of Section 8.4 shall continue to be applied
with respect to the original Grantee, following which the Option shall
be exercisable by the transferee only to the extent, and for the
periods specified, in Section 8.4.

    8.11  Limitations on Incentive Stock Options.

    An Option shall constitute an Incentive Stock Option only (i) if
the Grantee of such Option is an employee of the Company or any
Subsidiary of the Company; (ii) to the extent specifically provided in
the related Award Agreement; and (iii) to the extent that the
aggregate Fair Market Value (determined at the time the Option is
granted) of the shares of Stock with respect to which all Incentive
Stock Options held by such Grantee become exercisable for the first
time during any calendar year (under the Plan and all other plans of
the Grantee's employer and its Affiliates) does not exceed $100,000.
Except to the extent provided in the regulations under Code Section
422, this limitation shall be applied by taking Options into account
in the order in which they were granted.

    8.12  Notice of Disqualifying Disposition.

    If any Grantee shall make any disposition of shares of Stock issued
pursuant to the exercise of an Incentive Stock Option under the
circumstances provided in Code Section 421(b) (relating to certain
disqualifying dispositions), such Grantee shall notify the Company of
such disposition within ten (10) days thereof.

9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

    9.1  Right to Payment and Grant Price.

    A SAR shall confer on the Grantee to whom it is granted a right to
receive, upon exercise thereof, the excess of (A) the Fair Market
Value of one share of Stock on the date of exercise over (B) the SAR
Exercise Price as determined by the Compensation Committee. The Award
Agreement for a SAR shall specify the SAR Exercise Price, which shall
be at least the Fair Market Value of one (1) share of Stock on the
date of grant. SARs may be granted in conjunction with all or part of
an Option granted under the Plan or at any subsequent time during the
term of such Option, in conjunction with all or part of any other
Award or without regard to any Option or other Award; provided that a
SAR that is granted subsequent to the Grant Date of a related Option
must have a SAR Exercise Price that is no less than the Fair Market
Value of one share of Stock on the SAR Grant Date; provided further
that a Grantee may only exercise either the SAR or the Option with
which it is granted in tandem and not both.

    9.2 Other Terms.

    The Compensation Committee shall determine at the date of grant 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 shall 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 of Stock
will be delivered or deemed to be delivered to Grantees, whether or
not a SAR shall be in tandem or in combination with any other Award,
and any other terms and conditions of any SAR.

    9.3 Term.

    Each SAR granted under the Plan shall terminate, and all rights
thereunder shall cease, upon the expiration of ten (10) years from the
date such SAR is granted, or under such circumstances and on such date
prior thereto as is set forth in the Plan or as may be fixed by the
Compensation Committee and stated in the Award Agreement relating to
such SAR.

    9.4. Transferability of SARs.

    Except as provided in Section 9.5, during the lifetime of a
Grantee, only the Grantee (or, in the event of legal incapacity or
incompetency, the Grantee's guardian or legal representative) may
exercise a SAR. Except as provided in Section 9.5, no SAR shall be
assignable or transferable by the Grantee to whom it is granted, other
than by will or the laws of descent and distribution.

    9.5 Family Transfers.

    If authorized in the applicable Award Agreement or by the
Compensation 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 9.5, a "not for value" transfer is a
transfer which is (i) a gift, (ii) a transfer under a domestic
relations order in settlement of marital property rights; or (iii)
unless Applicable Laws do not permit such transfers, a transfer to an
entity in which more than fifty percent (50%) of the voting interests
are owned by Family Members (or the Grantee) in exchange for an
interest in that entity. Following a transfer under this Section 9.5,
any such SAR shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, and
shares of Stock acquired pursuant to a SAR shall be subject to the
same restrictions on transfer or shares as would have applied to the
Grantee. Subsequent transfers of transferred SARs are prohibited
except to Family Members of the original Grantee in accordance with
this Section 9.5 or by will or the laws of descent and distribution.

10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS

    10.1 Grant of Restricted Stock or Stock Units.

    Awards of Restricted Stock or Stock Units may be made for
consideration or no consideration (other than the par value of the
shares of Stock which shall 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 an Applicable
Entity).

    10.2 Restrictions.

    At the time a grant of Restricted Stock or Stock Units is made, the
Compensation Committee may, in its sole discretion, establish a period
of time (a "restricted period") applicable to such Restricted Stock or
Stock Units. Each Award of Restricted Stock or Stock Units may be
subject to a different restricted period. The Compensation Committee
may in its sole discretion, at the time a grant of Restricted Stock or
Stock Units is made, prescribe restrictions in addition to or other
than the expiration of the restricted period, including the
satisfaction of corporate or individual performance objectives, which
may be applicable to all or any portion of the Restricted Stock or
Stock Units as described in Section 14. Neither Restricted Stock nor
Stock Units may 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 Compensation
Committee with respect to such Restricted Stock or Stock Units.

    10.3 Registration; Restricted Stock Certificates.

    Pursuant to Section 3.8, to the extent that ownership of Restricted
Stock is evidenced by a book-entry registration or direct
registration, such registration shall be notated to evidence the
restrictions imposed on such Award of Restricted Stock under the Plan
and the applicable Award Agreement. Subject to Section 3.8 and the
immediately following sentence, the Company may issue, in the name of
each Grantee to whom Restricted Stock have been granted, stock
certificates representing the total number of Restricted Stock granted
to the Grantee, as soon as reasonably practicable after the Grant
Date. The Compensation Committee may provide in an Award Agreement
that either (i) the Secretary of the Company shall hold such
certificates for the Grantee's benefit until such time as the shares
of Restricted Stock are forfeited to the Company or the restrictions
applicable thereto lapse and such Grantee shall deliver a stock power
to the Company with respect to each certificate, or (ii) such
certificates shall be delivered to the Grantee, provided, however,
that such certificates shall bear a legend or legends that comply with
the applicable securities laws and regulations and makes appropriate
reference to the restrictions imposed under the Plan and the Award
Agreement.

    10.4 Rights of Holders of Restricted Stock.

    Unless the Compensation Committee otherwise provides in an Award
Agreement, holders of Restricted Stock shall have the right to vote
such shares of Stock and the right to receive any dividends declared
or paid with respect to such shares of Stock. The Compensation
Committee may provide that any dividends paid on Restricted Stock must
be reinvested in shares of Stock, which may or may not be subject to
the same vesting conditions and restrictions applicable to such
Restricted Stock. All distributions, if any, received by a Grantee
with respect to Restricted Stock as a result of any stock split, stock
dividend, combination of stock, or other similar transaction shall be
subject to the restrictions applicable to the original Grant.

    10.5 Rights of Holders of Stock Units.

    Holders of Stock Units shall have no rights as shareholders of the
Company (for example, the right to receive cash or dividend payments
or distributions attributable to the shares of Stock subject to such
Stock Units, to direct the voting of the shares of Stock subject to
such Stock Units, or to receive notice of any meeting of the Company's
shareholders). The Compensation Committee may provide in an Award
Agreement evidencing a grant of Stock Units that the holder of such
Stock Units shall be entitled to receive, upon the Company's payment
of a cash dividend on its outstanding shares of Stock, a cash payment
for each Stock Unit held equal to the per-stock dividend paid on the
shares of Stock. Such Award Agreement may also provide that such cash
payment will be deemed reinvested in additional Stock Units at a price
per unit equal to the Fair Market Value of a share of Stock on the
date that such dividend is paid. Notwithstanding the foregoing, if a
grantor trust is established in connection with the Awards of Stock
Units and shares of Stock are held in the grantor trust for purposes
of satisfying the Company's obligation to deliver shares of Stock in
connection with such Stock Units, the Award Agreement for such Stock
Units may provide that such cash payment shall be deemed reinvested in
additional Stock Units at a price per unit equal to the actual price
paid for each share of Stock by the trustee of the grantor trust upon
such trustee's reinvestment of the cash dividend received.

    A holder of Stock Units shall have no rights other than those of a
general creditor of the Company. Stock Units represent an unfunded and
unsecured obligation of the Company, subject to the terms and
conditions of the applicable Award Agreement.

    10.6 Termination of Service.

    Unless the Compensation Committee otherwise provides in an Award
Agreement or in writing after the Award Agreement is issued, upon the
termination of a Grantee's Service, any Restricted Stock or Stock
Units held by such Grantee that have not vested, or with respect to
which all applicable restrictions and conditions have not lapsed,
shall immediately be deemed forfeited. Upon forfeiture of Restricted
Stock or Stock Units, the Grantee shall have no further rights with
respect to such Award, including but not limited to any right to vote
Restricted Stock or any right to receive dividends with respect to
Restricted Stock or Stock Units.

    10.7 Purchase of Restricted Stock and Shares of Restricted Stock
Subject to Stock Units.

    The Grantee shall be required, to the extent required by Applicable
Laws, to purchase the Restricted Stock or shares of Stock subject to
vested Stock Units from the Company at a Purchase Price equal to the
greater of (i) the aggregate par value of the shares of Stock
represented by such Restricted Stock or Stock Units or (ii) the
Purchase Price, if any, specified in the Award Agreement relating to
such Restricted Stock or Stock Units. The Purchase Price shall be
payable in a form described in Section 12 or, in the discretion of the
Compensation Committee, in consideration for past or future Services
rendered to an Applicable Entity.

    10.8 Delivery of Shares of Stock.

    Upon the expiration or termination of any restricted period and the
satisfaction of any other conditions prescribed by the Compensation
Committee, the restrictions applicable to Restricted Stock or Stock
Units settled in shares of Stock shall lapse, and, unless otherwise
provided in the applicable Award Agreement, a book-entry or direct
registration or a stock certificate evidencing ownership of such
shares of Stock shall, consistent with Section 3.8, be issued, free of
all such restrictions, to the Grantee or the Grantee's beneficiary or
estate, as the case may be. Neither the Grantee, nor the Grantee's
beneficiary or estate, shall have any further rights with regard to a
Stock Unit once the shares of Stock represented by the Stock Unit has
been delivered.

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

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

    The Compensation Committee may, in its sole discretion, grant
Awards to Participants in the form of Other Equity-Based Awards, as
deemed by the Compensation Committee to be consistent with the
purposes of the Plan. Awards granted pursuant to this Section 11 may
be granted with vesting, value and/or payment contingent upon the
attainment of one or more performance goals. The Compensation
Committee shall determine the terms and conditions of such Awards at
the date of grant or thereafter. Unless the Compensation Committee
otherwise provides in an Award Agreement or in writing after the 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, shall immediately be deemed forfeited. Upon
forfeiture of Other Equity-Based Awards, the Grantee shall have no
further rights with respect to such Award.

    The Compensation Committee may, in its sole discretion, grant
Awards to Participants in the form of Other Equity-Based Awards, as
deemed by the Compensation Committee to be consistent with the
purposes of the Plan. Awards granted pursuant to this Section 11 may
be granted with vesting, value and/or payment contingent upon the
attainment of one or more performance goals. The Compensation
Committee shall determine the terms and conditions of such Awards at
the date of grant or thereafter. Unless the Compensation Committee
otherwise provides in an Award Agreement or in writing after the 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, shall immediately be deemed forfeited. Upon
forfeiture of Other Equity-Based Awards, the Grantee shall have no
further rights with respect to such Award.

12. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK

    12.1General Rule.

    Payment of the Option Price for the shares of Stock purchased
pursuant to the exercise of an Option or the Purchase Price for
Restricted Stock shall be made in cash or in cash equivalents
acceptable to the Company.

    12.2 Surrender of Shares of Stock.

    To the extent the Award Agreement so provides, payment of the
Option Price for shares of Stock purchased pursuant to the exercise of
an Option or the Purchase Price for Restricted Stock may be made all
or in part through the tender or attestation to the Company of shares
of Stock, which shall be valued, for purposes of determining the
extent to which the Option Price or Purchase Price has been paid
thereby, at their Fair Market Value on the date of exercise or
surrender, as applicable.

    12.3 Cashless Exercise.

    With respect to an Option only (and not with respect to Restricted
Stock), to the extent permitted by law and to the extent the Award
Agreement so provides, payment of the Option Price for shares of Stock
purchased pursuant to the exercise of an Option may be made all or in
part (i) by delivery (on a form acceptable to the Compensation
Committee) by Grantee of an irrevocable direction to a licensed
securities broker acceptable to the Company to sell shares of Stock
and to deliver all or part of the sales proceeds to the Company in
payment of the Option Price and any withholding taxes described in
Section 19.3, or, (ii) with the consent of the Company, by the Grantee
electing to have the Company issue to Grantee only that number of
shares of Stock equal in value to the difference between the Option
Price and the Fair Market Value of the shares of Stock subject to the
portion of the Option being exercised.

    12.4 Other Forms of Payment.

    To the extent the Award Agreement so provides and/or unless
otherwise specified in an Award Agreement, payment of the Option Price
for shares of Stock purchased pursuant to exercise of an Option or the
Purchase Price for Restricted Stock may be made in any other form that
is consistent with Applicable Laws, regulations and rules, including,
without limitation, (a) Service to an Applicable Entity and (b) net
exercise.

13. TERMS OF AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

    13.1 Dividend Equivalent Rights.

    A Dividend Equivalent Right is an Award entitling the recipient to
receive credits based on cash distributions that would have been paid
on the shares of Stock specified in the Dividend Equivalent Right (or
other award to which it relates) if such shares of Stock had been
issued to and held by the recipient. A Dividend Equivalent Right may
be granted hereunder to any Grantee, provided that no Dividend
Equivalent Rights may be granted that are vested and payable in
connection with, or related to, the vesting and exercise of an Award
of Options or SARs. The terms and conditions of Dividend Equivalent
Rights shall be specified in the grant. Dividend equivalents credited
to the holder of a Dividend Equivalent Right may be paid currently or
may be deemed to be reinvested in additional shares of Stock, which
may thereafter accrue additional equivalents. Any such reinvestment
shall be at Fair Market Value on the date of reinvestment. Dividend
Equivalent Rights may be settled in cash or shares of Stock or a
combination thereof, in a single installment or installments, all
determined in the sole discretion of the Compensation Committee. A
Dividend Equivalent Right granted as a component of another Award may
provide that such Dividend Equivalent Right shall be settled upon
settlement, or payment of, or lapse of restrictions on, such other
award, and that such Dividend Equivalent Right shall 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 may
also contain terms and conditions different from the terms and
conditions of such other Award. A cash amount 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 shall not vest unless such performance goals for such underlying
Award are achieved.

    13.2 Termination of Service.

    Except as may otherwise be provided by the Compensation Committee
either in the Award Agreement or in writing after the Award Agreement
is issued, a Grantee's rights in all Dividend Equivalent Rights or
interest equivalents shall automatically terminate upon the Grantee's
termination of Service for any reason

14. TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE
AWARDS

    14.1 Grant of Performance Awards and Annual Incentive Awards.
    Subject to the terms and provisions of the Plan, the Compensation
Committee, at any time and from time to time, may grant Performance
Awards and/or Annual Incentive Awards to a Plan participant in such
amounts and upon such terms as the Compensation Committee shall
determine.

    14.2 Value of Performance Awards and Annual Incentive Awards.
    Each Performance Award and Annual Incentive Award shall have an
initial value that is established by the Compensation Committee at the
time of grant. The Compensation Committee shall set performance goals
in its discretion which, depending on the extent to which they are
met, will determine the value and/or number of Performance Awards that
will be paid out to the Plan participant.

    14.3 Earning of Performance Awards and Annual Incentive Awards.
    Subject to the terms of the Plan, after the applicable Performance
Period has ended, the holder of Performance Awards or Annual Incentive
Awards shall be entitled to receive payout on the value and number of
the Performance Awards or Annual Incentive Awards earned by the Plan
participant over the Performance Period, to be determined as a
function of the extent to which the corresponding performance goals
have been achieved.

    14.4 Form and Timing of Payment of Performance Awards and Annual
Incentive Awards.

    Payment of earned Performance Awards and Annual Incentive Awards
shall be as determined by the Compensation Committee and as evidenced
in the Award Agreement. Subject to the terms of the Plan, the
Compensation Committee, in its sole discretion, may pay earned
Performance Awards in the form of cash or in shares of Stock (or in a
combination thereof) equal to the value of the earned Performance
Awards at the close of the applicable Performance Period, or as soon
as practicable after the end of the Performance Period; provided that,
unless specifically provided in the Award Agreement pertaining to the
grant of the Award, such payment shall occur no later than the 15th
day of the third month following the end of the calendar year in which
the Performance Period ends. Any shares of Stock may be granted
subject to any restrictions deemed appropriate by the Compensation
Committee. The determination of the Compensation Committee with
respect to the form of payout of such Awards shall be set forth in the
Award Agreement pertaining to the grant of the Award.

    14.5 Performance Conditions.

    The right of a Grantee to exercise or receive a grant or settlement
of any Award, and the timing thereof, may be subject to such
performance conditions as may be specified by the Compensation
Committee. The Compensation Committee may use such business criteria
and other measures of performance as it may deem appropriate in
establishing any performance conditions.

    14.6 Performance Awards or Annual Incentive Awards Granted to
Designated Covered Employees.

    If and to the extent that the Compensation Committee determines
that a Performance or Annual Incentive Award to be granted to a
Grantee who is designated by the Compensation Committee as likely to
be a Covered Employee should constitute "qualified performance-based
compensation" for purposes of Code Section 162(m), the grant, exercise
and/or settlement of such Award shall be contingent upon achievement
of pre-established performance goals and other terms set forth in this

Section 14.6.

    Performance Goals Generally.

    The performance goals for Performance or Annual Incentive Awards
shall consist of one or more business criteria and a targeted level or
levels of performance with respect to each of such criteria, as
specified by the Compensation Committee consistent with this Section
14.6. Performance goals shall be objective and shall, as and when
deemed appropriate by the Compensation Committee, otherwise meet the
requirements of Code Section 162(m) and regulations thereunder
including the requirement that the level or levels of performance
targeted by the Compensation Committee result in the achievement of
performance goals being "substantially uncertain." The Compensation
Committee may determine that such Awards shall be granted, exercised
and/or settled upon achievement of any one performance goal or that
two (2) or more of the performance goals must be achieved as a
condition to the grant, exercise and/or settlement of such Awards.
Performance goals may differ for Awards granted to any one Grantee or
to different Grantees.

    Timing for Establishing Performance Goals.

    Performance goals shall be established not later than the earlier
of (i) 90 days after the beginning of any performance period
applicable to such Awards and (ii) the day on which twenty-five
percent (25%) of any performance period applicable to such Awards has
expired, or at such other date as may be required or permitted for
"qualified performance-based compensation" under Code Section 162(m).

    Settlement of Awards; Other Terms.

    Settlement of such Awards shall be in cash, shares of Stock, other
Awards or other property, in the discretion of the Compensation
Committee. The Compensation Committee may, in its discretion, reduce
the amount of a settlement otherwise to be made in connection with
such Awards. The Compensation Committee shall specify the
circumstances in which such Performance or Annual Incentive Awards
shall 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
Awards.

    Performance Measures.

    The performance goals upon which the payment or vesting of a
Performance or Annual Incentive Award to a Covered Employee that is
intended to qualify as Performance-Based Compensation shall be limited
to the following Performance Measures:
(a) net earnings or net income;
(b) operating earnings;
(c) pretax earnings;
(d) earnings per share of stock;
(e) stock price, including growth measures and total shareholder
return;
(f) earnings before interest and taxes;
(g) earnings before interest, taxes, depreciation and/or
amortization;
(h) return measures, including return on assets, capital,
investment, equity, sales or revenue;
(i) cash flow, including operating cash flow, free cash flow, cash
flow return on equity and cash flow return on investment;
(j) expense targets;
(k) market share;
(l) financial ratios as provided in credit agreements of the
Company and its subsidiaries;
(m) working capital targets;
(n) completion of acquisitions of assets;
(o) completion of asset sales;
(p) revenues under management;
(q) funds from operations;
(r) distributions to shareholders; and
(s) any combination of any of the foregoing business criteria.

    Business criteria may be (but are not required to be) measured on a
basis consistent with U.S. Generally Accepted Accounting Principles.

    Any Performance Measure(s) may be used to measure the performance
of the Company, its Subsidiaries, and/or its Affiliates as a whole or
any business unit of the Company, its Subsidiaries, and/or its
Affiliates or any combination thereof, as the Compensation Committee
may deem appropriate, or any of the above Performance Measures as
compared to the performance of a group of comparable companies, or
published or special index that the Compensation Committee, in its
sole discretion, deems appropriate, or the Company may select
Performance Measure (e) above as compared to various stock market
indices. The Compensation Committee also has the authority to provide
for accelerated vesting of any Award based on the achievement of
performance goals pursuant to the Performance Measures specified in
this Section 14.

    Evaluation of Performance.

    The Compensation Committee may provide in any such Award that any
evaluation of performance may include or exclude any of the following
events that occur during a Performance Period: (a) asset write-downs;
(b) litigation or claim judgments or settlements; (c) the effect of
changes in tax laws, accounting principles, or other laws or
provisions affecting reported results; (d) any reorganization and
restructuring programs; (e) extraordinary nonrecurring items as
described in Accounting Principles Board Opinion No. 30 and/or in
management's discussion and analysis of financial condition and
results of operations appearing in the Company's annual report to
shareholders for the applicable year; (f) acquisitions or
divestitures; and (g) foreign exchange gains and losses. To the extent
such inclusions or exclusions affect Awards to Covered Employees that
are intended to qualify as Performance-Based Compensation, they shall
be prescribed, as and when deemed appropriate by the Compensation
Committee, in a form that meets the requirements of Code Section
162(m) for deductibility.

    Adjustment of Performance-Based Compensation.

    Awards that are intended to qualify as Performance-Based
Compensation may not be adjusted upward. The Compensation Committee
shall retain the discretion to adjust such Awards downward, either on
a formula or discretionary basis, or any combination as the
Compensation Committee determines.

    Compensation Committee Discretion.

    In the event that applicable tax and/or securities laws change to
permit Compensation Committee discretion to alter the governing
Performance Measures without obtaining shareholder approval of such
changes, the Compensation Committee shall have sole discretion to make
such changes without obtaining shareholder approval provided as and
when appropriate that the exercise of such discretion does not violate
Code Sections 162(m) or 409A. In addition, in the event that the
Compensation Committee determines that it is advisable to grant Awards
that shall not qualify as Performance-Based Compensation, the
Compensation Committee may make such grants without satisfying the
requirements of Code Section 162(m) and base vesting on Performance
Measures other than those set forth in Section 14.6.

15. TERMS AND CONDITIONS OF LONG-TERM INCENTIVE UNITS

    LTIP Units are intended to be profits interests in the operating
partnership affiliated with the Company, if any (such operating
partnership, if any, the "Operating Partnership"), the rights and
features of which, if applicable, will be set forth in the agreement
of limited partnership for the Operating Partnership (the "Operating
Partnership Agreement"). Subject to the terms and provisions of the
Plan and the Operating Partnership Agreement, the Compensation
Committee, at any time and from time to time, may grant LTIP Units to
Plan participants in such amounts and upon such terms as the
Compensation Committee shall determine. LTIP Units must be granted for
service to the Operating Partnership.

    15.1 Vesting.

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

16. RESERVED

17. REQUIREMENTS OF LAW

    17.1 General.

    No participant in the Plan will be permitted to acquire, or will
have any right to acquire, shares of Stock thereunder if such
acquisition would be prohibited by any share ownership limits
contained in the Company's declaration of trust by-laws or would
impair the Company's status as a REIT. The Company shall not be
required to offer, sell or issue any shares of Stock under any Award
if the offer, sale or issuance of such shares of Stock would
constitute a violation by the Grantee, any other individual or entity
exercising an Option, or any Applicable Entity of any provision of any
law or regulation of any governmental authority, including without
limitation any federal or state securities laws or regulations. If at
any time the Company shall determine, in its discretion, that the
offering, listing, registration or qualification of any shares of
Stock subject to an Award upon any securities exchange 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 of Stock hereunder, no shares of Stock may be offered, issued
or sold to the Grantee or any other individual or entity exercising an
Option pursuant to such Award unless such offering, listing,
registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Company, and any delay caused thereby shall in no way affect the date
of termination of the Award. Without limiting the generality of the
foregoing, in connection with the Securities Act, upon the exercise of
any Option or any SAR that may be settled in shares of Stock or the
delivery of any shares of Stock underlying an Award, unless a
registration statement under such Act is in effect with respect to the
shares of Stock covered by such Award, the Company shall not be
required to offer, sell or issue such shares of Stock unless the
Compensation Committee has received evidence satisfactory to it that
the Grantee or any other individual or entity exercising an Option or
SAR or accepting delivery of such shares may acquire such shares of
Stock pursuant to an exemption from registration under the Securities
Act. Any determination in this connection by the Compensation
Committee shall be final, binding, and conclusive. The Company may,
but shall in no event be obligated to, register any securities covered
hereby pursuant to the Securities Act. The Company shall not be
obligated to take any affirmative action in order to cause the
exercise of an Option or a SAR or the issuance of shares of Stock
pursuant to the Plan 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 of Stock) shall not be exercisable
until the shares of Stock covered by 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 shall be deemed
conditioned upon the effectiveness of such registration or the
availability of such an exemption.

    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 intent of
the Company that Awards pursuant to the Plan and the exercise of
Options and SARs granted hereunder 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 Compensation Committee does not
comply with the requirements of Rule 16b-3, it shall be deemed
inoperative with respect to such Awards to the extent permitted by
Applicable Laws and deemed advisable by the Compensation Committee,
and shall not affect the validity of the Plan. In the event that Rule
16b-3 is revised or replaced, the Compensation Committee may exercise
its discretion to modify the Plan in any respect necessary to satisfy
the requirements of, or to take advantage of any features of, the
revised exemption or its replacement, without a further shareholder
vote.

18. EFFECT OF CHANGES IN CAPITALIZATION

    18.1Changes in Stock

    If the number of outstanding shares of Stock is increased or
decreased or the shares of Stock are changed into or exchanged for a
different number or kind of stock or other securities of the Company
on account of any recapitalization, reclassification, stock split,
reverse stock split, spin-off, combination of stock, exchange of
stock, stock dividend or other distribution payable in capital stock,
or other increase or decrease in such stock effected without receipt
of consideration by the Company occurring after the Effective Date,
the number and kinds of shares of stock for which grants of Options
and other Awards may be made under the Plan, including, without
limitation, the limits set forth in Section 6.2, shall be adjusted
proportionately and accordingly by the Company in a manner deemed
equitable by the Board. In addition, the number and kind of shares for
which Awards are outstanding shall be adjusted proportionately and
accordingly so that the proportionate interest of the Grantee
immediately following such event shall, to the extent practicable, be
the same as immediately before such event. Any such adjustment in
outstanding Options or SARs shall not change the aggregate Option
Price or SAR Exercise Price payable with respect to shares that are
subject to the unexercised portion of an outstanding Option or SAR, as
applicable, but shall include a corresponding proportionate adjustment
in the Option Price or SAR Exercise Price per share. The conversion of
any convertible securities of the Company shall 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 of the Company) without receipt of
consideration by the Company, the Company shall, in such manner as the
Company deems appropriate, adjust (i) the number and kind of shares
subject to outstanding Awards and/or (ii) the exercise price of
outstanding Options and Stock Appreciation Rights to reflect such
distribution.

    18.2 Reorganization in Which the Company Is the Surviving Entity
Which Does not Constitute a Change in Control.

    Subject to Section 18.3, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company
with one or more other entities which does not constitute a Change in
Control, any Option or SAR theretofore granted pursuant to the Plan
shall pertain to and apply to the securities to which a holder of the
number of shares of Stock subject to such Option or SAR would have
been entitled immediately following such reorganization, merger, or
consolidation, with a corresponding proportionate adjustment of the
Option Price or SAR Exercise Price per share so that the aggregate
Option Price or SAR Exercise Price thereafter shall be the same as the
aggregate Option Price or SAR Exercise Price of the shares of Stock
remaining subject to the Option or SAR immediately prior to such
reorganization, merger, or consolidation. Subject to any contrary
language in an Award Agreement evidencing an Award, or in another
agreement with the Grantee, or otherwise set forth in writing, any
restrictions applicable to such Award shall apply as well to any
replacement shares received by the Grantee as a result of the
reorganization, merger or consolidation. In the event of a transaction
described in this Section 18.2, Performance Awards shall be adjusted
(including any adjustment to the Performance Measures applicable to
such Awards deemed appropriate by the Compensation Committee) so as to
apply to the securities that a holder of the number of shares of Stock
subject to the Performance Awards would have been entitled to receive
immediately following such transaction.

    18.3 Change in Control in which Awards are not Assumed.

    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 Change in Control in which
outstanding Options, SARs, Stock Units, Dividend Equivalent Rights,
LTIP Units, Restricted Stock, or other Equity-Based Awards are not
being assumed or continued:

    (i) in each case with the exception of any Performance Award, all
outstanding Restricted Stock and LTIP Units shall be deemed to have
vested, all Stock Units shall be deemed to have vested and the shares
of Stock subject thereto shall be delivered, and all Dividend
Equivalent Rights shall be deemed to have vested and the shares of
Stock subject thereto shall be delivered, immediately prior to the
occurrence of such Change in Control, and

    (ii) either of the following two actions shall be taken:

         (A) fifteen (15) days prior to the scheduled consummation of a
Change in Control, all Options and SARs outstanding hereunder shall
become immediately exercisable and shall remain exercisable for a
period of fifteen (15) days, or

         (B) the Compensation Committee may elect, in its sole
discretion, to cancel any outstanding Awards of Options, Restricted
Stock, Stock 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 Compensation Committee
acting in good faith), in the case of Restricted Stock or Stock Units,
equal to the formula or fixed price per share paid to holders of
shares of Stock and, in the case of Options or SARs, equal to the
product of the number of shares of Stock subject to the Option or SAR
(the "Award Stock") multiplied by the amount, if any, by which (I) the
formula or fixed price per share paid to holders of shares of Stock
pursuant to such transaction exceeds (II) the Option Price or SAR
Exercise Price applicable to such Award Stock.

    (iii) for Performance Awards denominated in Stock, Stock Units or
LTIP Units, if less than half of the Performance Period has lapsed,
the Awards shall be converted into Restricted Stock or Stock Units
assuming target performance has been achieved (or Unrestricted Stock
if no further restrictions apply). If more than half the Performance
Period has lapsed, the Awards shall be converted into Restricted Stock
or Stock Units based on actual performance to date (or Unrestricted
Stock if no further restrictions apply). If actual performance is not
determinable, then Performance Awards shall be converted into
Restricted Stock or Stock Units assuming target performance has been
achieved, based on the discretion of the Compensation Committee (or
Unrestricted Stock if no further restrictions apply).

    (iv) Other-Equity Based Awards shall be governed by the terms of
the applicable Award Agreement.

    With respect to the Company's establishment of an exercise window,
(i) any exercise of an Option or SAR during such fifteen (15)-day
period shall be conditioned upon the consummation of the event and
shall be effective only immediately before the consummation of the
event, and (ii) upon consummation of any Change in Control, the Plan
and all outstanding but unexercised Options and SARs shall terminate.
The Compensation Committee shall send notice of an event that will
result in such a termination to all individuals and entities who hold
Options and SARs not later than the time at which the Company gives
notice thereof to its shareholders.

    18.4 Change in Control in which Awards are Assumed.

    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 Change in Control in which
outstanding Awards are being assumed or continued, the following
provisions shall apply to such Award, to the extent assumed or
continued:

    The Plan, Options, SARs, Stock Units, Restricted Stock and Other
Equity-Based Awards theretofore granted shall continue in the manner
and under the terms so provided in the event of any Change in Control
to the extent that provision is made in writing in connection with
such Change in Control for the assumption or continuation of the
Options, SARs, Stock Units, Restricted Stock and Other Equity-Based
Awards theretofore granted, or for the substitution for such Options,
SARs, Stock Units, Restricted Stock and Other Equity-Based Awards for
new common stock options and stock appreciation rights and new common
stock units and restricted stock and other equity-based awards
relating to the stock 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 stock) and option
and stock appreciation rights exercise prices.

    18.5 Adjustments.

    Adjustments under this Section 18 related to shares of Stock or
securities of the Company shall be made by the Compensation Committee,
whose determination in that respect shall be final, binding and
conclusive. No fractional shares or other securities shall be issued
pursuant to any such adjustment, and any fractions resulting from any
such adjustment shall be eliminated in each case by rounding downward
to the nearest whole share. The Compensation Committee shall determine
the effect of a Change in Control upon Awards other than Options,
SARs, Stock Units and Restricted Stock, and such effect shall be set
forth in the appropriate Award Agreement. The Compensation Committee
may provide in the Award Agreements at the time of grant, or any time
thereafter with the consent of the Grantee, for different provisions
to apply to an Award in place of those described in Sections 18.1,
18.2, 18.3 and 18.4. This Section 18 does not limit the Company's
ability to provide for alternative treatment of Awards outstanding
under the Plan in the event of change in control events that do not
constitute a Change in Control.

    18.6 No Limitations on Company.

    The making of Awards pursuant to the Plan shall 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.

19. GENERAL PROVISIONS

    19.1 Disclaimer of Rights.

    No provision in the Plan or in any Award or Award Agreement shall
be construed to confer upon any individual or entity the right to
remain in the employ or service of any Applicable Entity, or to
interfere in any way with any contractual or other right or authority
of the Applicable Entity either to increase or decrease the
compensation or other payments to any individual or entity at any
time, or to terminate any employment or other relationship between any
individual or entity and the Applicable Entity. 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 shall be affected by any change of duties or position
of the Grantee, so long as such Grantee continues to provide Service.
The obligation of the Company to pay any benefits pursuant to the Plan
shall be interpreted as a contractual obligation to pay only those
amounts described herein, in the manner and under the conditions
prescribed herein. The Plan and Awards shall 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 shall be construed as
creating any limitations upon the right and authority of the
Compensation Committee to adopt such other compensation or 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 Compensation
Committee in its discretion determines desirable.

    19.3 Withholding Taxes.

    Any Applicable Entity, as the case may be, shall 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 law 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 of Stock
upon the exercise of an Option or pursuant to an Award. At the time of
such vesting, lapse, or exercise, the Grantee shall pay in cash to the
Applicable Entity, as the case may be, any amount that the Applicable
Entity may reasonably determine to be necessary to satisfy such
withholding obligation; provided that if there is a same-day sale of
shares of Stock subject to an Award, the Grantee shall pay such
withholding obligation on the day on which such same-day sale is
completed. Subject to the prior approval of the Applicable Entity,
which may be withheld by the Applicable Entity, as the case may be, in
its sole discretion, the Grantee may elect to satisfy such
obligations, in whole or in part, (i) by causing the Applicable Entity
to withhold shares of Stock otherwise issuable to the Grantee or (ii)
by delivering to the Applicable Entity shares of Stock already owned
by the Grantee. The shares of Stock so delivered or withheld shall
have an aggregate Fair Market Value equal to such withholding
obligations. The Fair Market Value of the shares of Stock used to
satisfy such withholding obligation shall be determined by the
Applicable Entity as of the date that 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 his or her withholding obligation only
with shares of Stock that are not subject to any repurchase,
forfeiture, unfulfilled vesting, or other similar requirements. The
maximum number of shares of Stock that may be withheld from any Award
to satisfy any federal, state or local tax withholding requirements
upon the exercise, vesting, lapse of restrictions applicable to such
Award or payment of shares of Stock pursuant to such Award, as
applicable, cannot exceed such number of shares of Stock having a Fair
Market Value equal to the minimum statutory amount required by the
Applicable Entity 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 of Stock. Notwithstanding
the definition of "Family Member" 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
of Stock 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 shall 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 Applicable Entity, or its
designee or agent, with advance written notice of such sale.

    19.4 Captions.

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

    19.5 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
Compensation Committee, in its sole discretion.

    19.6 Number and Gender.

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

    19.7 Severability.

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

    19.8 Governing Law.

    The validity and construction of the Plan and the instruments
evidencing the Awards hereunder shall 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.

    19.9 Section 409A of the Code.

    It is the intention of both the Company and each Grantee that the
benefits and rights to which the Grantee is entitled pursuant to this
Plan are exempt from or comply with Section 409A of the Code, and the
regulations issued thereunder (collectively "Code Section 409A") to
the extent that the requirements of Code Section 409A are applicable
thereto, and the provisions of this Plan shall be construed in a
manner consistent with that intention. If the Grantee or the Company
believes, at any time, that any such benefit or right that is subject
to Code Section 409A does not so comply, it shall promptly advise the
other and shall negotiate reasonably and in good faith to amend the
terms of such benefits and rights such that they comply with Code
Section 409A (with the most limited possible economic effect on the
Participant and on the Company).

    To the extent required to comply with Code Section 409A, any
payment or benefit required to be paid under this Plan on account of
termination of the Grantee's employment, service (or any other similar
term) shall be made only in connection with a "separation from
service" with respect to the Participant within the meaning of Code
Section 409A.

    Neither the Company nor the Participant, individually or in
combination, may accelerate any payment or benefit that is subject to
Code Section 409A, except in compliance with Code Section 409A and the
provisions of this Plan, and no amount that is subject to Code Section
409A shall be paid prior to the earliest date on which it may be paid
without violating Code Section 409A.
    ---------------------

    To record adoption of the Plan by the Board as of April 23, 2012,
and approval of the Plan by the shareholders on May 24, 2012, the
Company has caused its authorized officer to execute the Plan.


POWER REIT

By:	/s/ Arun Mittal
Name: 	Arun Mittal
Title: Secretary, Treasurer
	and Vice President

</TEXT>
</DOCUMENT>
