Form 8-K

8-K — Safehold Inc.

Accession: 0001104659-26-062569

Filed: 2026-05-15

Period: 2026-05-14

CIK: 0001095651

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2614139d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2614139d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2614139d1_8k.htm · Sequence: 1

false

0001095651

2026-05-14

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 14, 2026

Safehold

Inc.

(Exact name of registrant as specified in its

charter)

Maryland

001-15371

95-6881527

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS

Employer Identification Number)

1114

Avenue of the Americas,

39th

Floor

New

York, New

York

10036

(Address

of principal executive offices)

(Zip

Code)

Registrant’s telephone number, including

area code: (212) 930-9400

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

SAFE

NYSE

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Safehold Inc. (“SAFE”

or the “Company”) previously adopted, subject to shareholder approval, an amendment (the “Amendment”) to the

Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan (the “2009 LTIP”), which was approved by the Company’s

shareholders on May 14, 2026 at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Amendment increased

the aggregate number of shares of common stock available for issuance by 3,000,000, from 481,936 (which was the number remaining available

for grants under the 2009 LTIP on May 14, 2026) to 3,481,936 subject to adjustment as provided in the 2009 LTIP, with an equivalent

increase to the number of shares of common stock available for grant pursuant to incentive stock options.

The foregoing description of the Amendment is

qualified in its entirety by reference to the text of the 2009 LTIP, as amended, which is filed as Exhibit 10.1 hereto, and incorporated

herein by reference.

Item 5.07

Submission of Matters

to a Vote of Security Holders.

On May 14, 2026, the Company held its Annual

Meeting virtually, for the purpose of (i) electing five directors to hold office until the 2027 Annual Meeting of Stockholders,

(ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting

firm for the fiscal year ending December 31, 2026, (iii) approving the Amendment to the 2009 LTIP, and (iv) approving,

on a non-binding, advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”).

The final voting results for each of the proposals submitted to a vote of shareholders at the annual meeting are set forth below.

Proposal 1. Election of Directors: At the Annual

Meeting, five directors were elected for terms continuing until the 2027 Annual Meeting of Stockholders. For each nominee, the numbers

of votes cast for, votes withheld and broker non-votes were as follows:

Name

of Nominees

For

Withheld

Broker

Non-Votes

Jay

Sugarman

56,481,188

994,189

4,547,881

Robin

Josephs

56,149,600

1,325,777

4,547,881

Jay

S. Nydick

53,186,084

4,289,293

4,547,881

Barry

Ridings

55,452,455

2,022,922

4,547,881

Stefan

M. Selig

54,679,981

2,795,396

4,547,881

Proposal 2. Ratification of

the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal

Year Ending December 31, 2026: At the Annual Meeting, the votes on a proposal to ratify the selection of Deloitte &

Touche LLP as SAFE’s independent registered public accounting firm for the fiscal year ending December 31, 2026 were as set

out below. The proposal was approved.

For

Against

Abstentions

Broker

Non-Votes

61,679,849

317,557

25,852

Proposal 3. Approval of the

Amendment to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan: At the Annual Meeting, the votes on a proposal

to approve an amendment to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan were as set out below. The proposal was

approved.

For

Against

Abstentions

Broker

Non-Votes

51,930,524

5,442,192

102,661

4,547,881

Proposal 4. Non-Binding, Advisory

Vote to Approve Executive Compensation (“Say-on-Pay”): At the Annual Meeting, the votes on a proposal to approve, on

a non-binding, advisory basis, the compensation of SAFE’s named executive officers were as set out below. The proposal was approved.

For

Against

Abstentions

Broker

Non-Votes

52,785,014

4,626,664

63,699

4,547,881

Item 9.01

Financial

Statements and Exhibits.

(d) Exhibits

Exhibit 10.1

Amended

and Restated 2009 Long-Term Incentive Plan

Exhibit 104

Inline XBRL for

the cover page of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Safehold Inc.

By:

/s/

Brett Asnas

Name:

Brett Asnas

Title:

Chief Financial Officer

Date: May 15, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2614139d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

SAFEHOLD

INC.

2009

LONG-TERM INCENTIVE PLAN

Safehold

Inc. (formerly known as iStar Inc.), a Maryland corporation, wishes to attract officers, key employees, Directors, consultants and advisers

to the Company and its Subsidiaries and induce officers, key employees, Directors, consultants and advisers to remain with the Company

and its Subsidiaries, and encourage them to increase their efforts to make the Company’s business more successful whether directly

or through its Subsidiaries and its Affiliates. In furtherance thereof, the Safehold Inc. 2009 Long-Term Incentive Plan is designed to

provide equity-based and cash-based incentives to officers, key employees, Directors, consultants and advisers of the Company and its

Subsidiaries and certain of its affiliates. Awards under the Plan may be made to selected officers, key employees, Directors, consultants

and advisers of the Company and its Subsidiaries in the form of Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights,

other forms of equity-based compensation, or cash-based compensation. The Plan was originally adopted effective May 27, 2009. The

Plan was further amended and restated as of June 20, 2023 to incorporate intervening amendments previously adopted and to make additional

changes that the Company deemed appropriate and was amended on May 15, 2024 to increase the shares available for issuance under

the Plan. The Plan is further amended as of May 14, 2026 to increase the shares available for issuance under the Plan,

and reads as follows:

DEFINITIONS.

Whenever

used herein, the following terms shall have the meanings set forth below:

“Affiliate”

means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control”

(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied

to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies

of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

“Amendment

Effective Date” means the date in 2026 on which this amendment has been approved by the shareholders of the Company and has

become effective.

“Award,”

except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options,

Restricted Stock, Phantom Shares, Dividend Equivalent Rights and other Awards as contemplated herein.

“Award

Agreement” means a written agreement in a form approved by the Committee to be entered into between the Company and the Participant

as provided in Section 3. An Award Agreement may be, without limitation, an employment or other similar agreement containing provisions

governing grants hereunder, if approved by the Committee for use under the Plan.

“Board”

means the Board of Directors of the Company.

“Cause”

means, unless otherwise provided in the Participant’s Award Agreement: (i) a Participant engaging in (A) willful or gross

misconduct or (B) willful or gross neglect; (ii) a Participant repeatedly failing to adhere to the directions of superiors

or the Board or the written policies and practices of the Company or its Subsidiaries or its Affiliates; (iii) a Participant’s

commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving

the Company or its Subsidiaries, or any Affiliate thereof; (iv) a Participant engaging in fraud, misappropriation or embezzlement

of the Company’s funds or other assets or other acts deemed by the Committee in the good faith exercise of its sole discretion

to be an act of dishonesty in respect to the Company; (v) a Participant’s material violation of any statutory or common law

duty of loyalty to the Company; (vi) a Participant’s material breach of such Participant’s employment agreement (if

any) with the Company or its Subsidiaries or its Affiliates (subject to any cure period therein provided); (vii) a Participant willfully

and repeatedly refusing to perform or substantially disregarding the duties properly assigned to such Participant by the Company (other

than as a result of Disability); (viii) a Participant engaging in any activities materially harmful to the reputation of the Company

or its Subsidiaries or its Affiliates; or (ix) a Participant’s repeated failure to devote substantially all of such Participant’s

business time and efforts to the Company, or as otherwise required by Participant’s employment agreement; provided, however, that,

if at any particular time the Participant is subject to an effective employment agreement with the Company, then, in lieu of the foregoing

definition, “Cause” shall at that time have such meaning as may be specified in such employment agreement.

“Change

in Control” means the happening of any of the following events:

(i)

the acquisition by any Person of

beneficial ownership within the meaning of the Rule 13d-3 promulgated under the Exchange Act, of more than 50.0% of either (A) the

then outstanding Shares, (collectively, the “Outstanding Shares”) or (B) the combined voting power of the then outstanding

securities of the Company entitled to vote generally in the election of Directors (the “Outstanding Voting Securities”);

provided however that, the following events shall not constitute a Change in Control under this subsection (i): (1) any acquisition

by the Company; (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or

any corporation or trust controlled by the Company; or (3) any acquisition by any corporation or trust pursuant to a transaction

which complies with clause (A), (B) or (C) of subsection (iii) of this definition;

(ii)

individuals who, as of the Amendment Effective Date,

constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided

that any individual who becomes a Director of the Company subsequent to the Amendment Effective Date whose election or nomination

for election by the Company’s shareholders was approved (other than in connection with a material transaction relating to the

Company or its assets or the Shares or the Class B Shares of the Company) by the vote of at least a majority of the Directors

then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who

was initially elected as a Director of the Company as a result of an actual or threatened election contest, as such terms are used

in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies

or consent by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

(iii)

consummation by the Company of a reorganization, merger

or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”);

provided, however, that, a Change in Control shall not result from a Corporate Transaction pursuant to which (A) all or substantially

all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Shares and the Outstanding Voting

Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 66 2/3% of, respectively,

the outstanding shares of beneficial interest or common stock, and the combined voting power of the outstanding securities of such

trust or corporation entitled to vote generally in the election of Directors or directors, as the case may be, of the trust or corporation

resulting from such Corporate Transaction (including, without limitation, an entity which as a result of such transaction owns the

Company or all or substantially all of the Company’s assets either directly or indirectly in substantially the same proportions

relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Shares and the Outstanding

Voting Securities as the case may be); (B) no Person (other than: the Company; any employee benefit plan (or related trust)

sponsored or maintained by the Company or any trust or corporation controlled by the Company, the trust or corporation resulting

from such Corporate Transaction, and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly

or indirectly, 331∕3 % or more of the Outstanding Shares or the Outstanding Voting Securities, as the case may be) will beneficially

own, directly or indirectly, 331∕3 % or more of, respectively, the outstanding shares of beneficial interest or common stock

of the trust or corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities

of such trust or corporation entitled to vote generally in the election of Directors or directors; or (C) individuals who were

members of the Incumbent Board will constitute at least a majority of the members of the board of Directors or directors of the trust

or corporation resulting from such Corporate Transaction; or

(iv)

approval by the shareholders of the Company of a plan

of complete liquidation or dissolution of the Company.

Notwithstanding

the foregoing, no event or condition shall constitute a Change in Control to the extent that, if it were, a 20% tax would be imposed

upon or with respect to any Award under Section 409A of the Code; provided that, in such a case, the event or condition shall continue

to constitute a Change in Control to the maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration

of distribution) without causing the imposition of such 20% tax.

“Code”

means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Committee”

means the committee appointed by the Board under Section 3.

“Common

Stock” means the Company’s common stock, par value $.01 per share, either currently existing or authorized hereafter.

“Company”

means Safehold Inc. (formerly known as iStar Inc.), a Maryland corporation.

“Director”

means a member of the Board who is not an employee of the Company or any Subsidiary.

“Disability”

means, unless otherwise provided by the Committee in the Participant’s Award Agreement, a disability which renders the Participant

incapable of performing all of his or her material duties for a period of at least 180 consecutive or non-consecutive days during any

consecutive twelve-month period. Notwithstanding the foregoing, no circumstances or condition shall constitute a Disability to the extent

that, if it were, a 20% tax would be imposed upon or with respect to any Award under Section 409A of the Code; provided that, in

such a case, the event or condition shall continue to constitute a Disability to the maximum extent possible (e.g., if applicable, in

respect of vesting without an acceleration of distribution) without causing the imposition of such 20% tax.

“Dividend

Equivalent Right” means a right awarded under Section 8 of the Plan to receive (or have credited) the equivalent value

of dividends paid on Common Stock.

“Eligible

Person” means an (i) officer, (ii) Director, (iii) key employee of the Company or its Subsidiaries, (iv) consultant

or adviser to any of the Company or its Subsidiaries, (v) or other person expected to provide significant services (of a type expressly

approved by the Committee as covered services for these purposes) to the Company, its Subsidiaries or certain of its Affiliates, who

in the case of each of clauses (i) through (v) above may be offered securities registrable pursuant to a registration statement

on Form S-8 under the Securities Act and in each case has entered into an Award Agreement or who has received written notification

from the Committee or its designee that they have been selected to participate in the Plan.

“Exchange

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

“Fair

Market Value” per Share as of a particular date means the closing transaction price of a Share as reported in the New York

Stock Exchange on the first business day immediately preceding the date as of which such value is being determined, or, if there shall

be no reported transaction on such day, on the next preceding business day for which a transaction was reported; provided that if the

Fair Market Value of a Share for any date cannot be determined as above provided, Fair Market Value of a Share shall be determined by

the Committee by whatever means or method as to which the Committee, in the good faith exercise of its discretion, shall at such time

deem appropriate. Notwithstanding the foregoing, with respect to any “exempt stock right” within the meaning of Section 409A

of the Code, Fair Market Value shall not be less than the “fair market value” of the Shares determined in accordance with

Treasury Regulation 1.409A-1(b)(iv).

“Grantee”

means an Eligible Person granted Restricted Stock, Phantom Shares, Dividend Equivalent Rights or other Awards (other than an Option)

as may be granted pursuant to Section 9.

“Incentive

Stock Option” means an Option which is designated by the Committee as an “incentive stock option” within the meaning

of Section 422(b) of the Code.

“Non-Qualified

Stock Option” means an Option which is not an Incentive Stock Option.

“Option”

means the right to purchase, at a price and for the term fixed by the Committee in accordance with the Plan, and subject to such other

limitations and restrictions in the Plan and the applicable Award Agreement, a number of Shares determined by the Committee.

“Optionee”

means an Eligible Person to whom an Option is granted, or any Successor of the Optionee, as the context so requires.

“Option

Price” means the price per share of Common Stock, determined by the Board or the Committee, at which an Option may be exercised.

“Participant”

means a Grantee or Optionee.

“Performance

Goals” have the meaning set forth in Section 10.

“Performance

Period” means any period designated by the Committee for which the Performance Criteria (as defined in Exhibit A) shall

be calculated.

“Permanent

and Total Disability” means the “permanent and total disability” within the meaning of Section 22(e)(3) of

the Code.

“Person”

means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

“Phantom

Share” means a right, pursuant to the Plan, of the Grantee to a Share or payment of the Phantom Share Value, as provided in

Section 7.4.

“Phantom

Share Value,” per Phantom Share, means the Fair Market Value of a Share or, if so provided by the Committee, such Fair Market

Value to the extent in excess of a base value established by the Committee at the time of grant.

“Plan”

means the Company’s 2009 Long-Term Incentive Plan, as set forth herein and as the same may from time to time be amended.

“Prior

2009 Plan” means the Company’s 2009 Long-Term Incentive Plan, as in effect before the Amendment Effective Date.

“REIT

Requirements” means the requirements to qualify as a real estate investment trust under the Code and the rules and regulations

promulgated thereunder.

“Restricted

Stock” means an award of Shares that are subject to restrictions hereunder.

“Securities

Act” means the Securities Act of 1933, as amended.

“Settlement

Date” means the date determined under Section 7.4(c).

“Shares”

means shares of Common Stock of the Company.

“Subsidiary”

means any corporation (other than the Company) that is a “subsidiary corporation” with respect to the Company under Section 424(f) of

the Code. In the event the Company becomes a subsidiary of another company, the provisions hereof applicable to subsidiaries shall, unless

otherwise determined by the Committee, also be applicable to any company that is a “parent corporation” with respect to the

Company under Section 424(e) of the Code, any corporation, partnership or other entity at least 50% of the economic interest

in the equity of which is owned by the Company or by another subsidiary.

“Successor

of the Optionee” means the legal representative of the estate of a deceased Optionee or the person or persons who shall acquire

the right to exercise an Option by bequest or inheritance or by reason of the death of such deceased Optionee.

“Termination

of Service” means a Participant’s termination of employment or other service, as applicable, with the Company and its

Subsidiaries. Unless otherwise provided in the Award Agreement, cessation of service as an officer, employee, Director or consultant,

or other covered positions shall not be treated as a Termination of Service if the Participant continues without interruption to serve

thereafter in another one (or more) of such other capacities, and Termination of Service shall be deemed to have occurred when service

in the final covered capacity ceases. Notwithstanding the foregoing, with respect to any Award that is subject to Section 409A of

the Code, Termination of Service shall be interpreted within the meaning of Section 409A of the Code and Treasury Regulation 1.409A-1(h).

EFFECTIVE DATE AND TERMINATION

OF PLAN.

The

Plan shall not become effective unless and until it is approved by the requisite percentage of the holders of the Common Stock of

the Company. The Plan shall terminate on, and no Award shall be granted hereunder on or after June 20, 2033, provided, however,

that the Board may at any time prior to that date terminate the Plan.

ADMINISTRATION OF PLAN.

(a)

The Plan shall be administered by the Committee

appointed by the Board. The Committee shall consist of at least two individuals each of whom shall be a “nonemployee director”

as defined in Rule 16b-3 as promulgated by the Securities and Exchange Commission (“Rule 16b-3”) under the

Exchange Act and shall, at such times as an outstanding grandfathered Award remains eligible for relief from the deduction limitation

of Section 162(m) of the Code under the so-called performance-based exception in effect before November 2, 2017),

qualify as “outside directors” for purposes of Section 162(m) of the Code. The acts of a majority of the members

present at any meeting of the Committee at which a quorum is present, or acts approved in writing by a majority of the entire Committee,

shall be the acts of the Committee for purposes of the Plan. If and to the extent applicable, no member of the Committee may act

as to matters under the Plan specifically relating to such member. Notwithstanding the other foregoing provisions of this Section 3(a),

any Award under the Plan to a person who is a member of the Committee shall be made and administered by the Board. If no Committee

is designated by the Board to act for these purposes, the Board shall have the rights and responsibilities of the Committee hereunder

and under the Award Agreements. In furtherance of the foregoing, the Board may, in its sole discretion, at any time and from time

to time, grant Awards and administer the Plan with respect to any Awards. Any such actions by the Board shall be subject to the applicable

rules of the securities exchange on which the Shares are listed or quoted. In any such case, the Board shall have all the authority

granted to the Committee under the Plan.

(b)

Subject to the provisions of the Plan,

the Committee shall have the discretion and authority to (i) authorize the granting of Awards to Eligible Persons; and (ii) determine

the eligibility of Eligible Persons to receive an Award; (iii) designate Participants; (iv) determine the type or types

of Awards to be granted to a Participant; (iii) determine the number of Shares to be covered by, or with respect to which payments,

rights, or other matters are to be calculated in connection with, Awards; (v) determine the terms and conditions of any Award;

(vi) determine whether, to what extent, and under what circumstances Awards may be settled in, or exercised for, cash, Shares,

other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards

may be settled, exercised, canceled, forfeited, or suspended; (vii) determine whether, to what extent, and under what circumstances

the delivery of cash, Shares, other securities, other Awards or other property and other amounts payable with respect to an Award

shall be deferred either automatically or at the election of the Participant or of the Committee; (viii) interpret, administer,

reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating

to, or Award granted under, the Plan; (ix) establish, amend, suspend, or waive any rules and regulations and appoint such

agents as the Committee shall deem appropriate for the proper administration of the Plan; and (x) make any other determination

and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Notwithstanding the

foregoing, to the extent permitted by applicable law, except with respect to grants of Awards to individuals covered by Section 16

of the Exchange Act, grants to Directors and Awards issued to the Chief Executive Officer of the Company, the Committee may delegate

all or part of its authority and duties with respect to Awards issued under the Plan to the Chief Executive Officer, including without

limitation the authority to make grants of Awards.

(c)

The Award Agreement shall contain such

other terms, provisions and conditions not inconsistent herewith as shall be determined by the Committee. In the event that any Award

Agreement or other agreement hereunder provides (without regard to this sentence) for the obligation of the Company or any Affiliate

thereof to purchase or repurchase Shares from a Participant or any other person, then, notwithstanding the provisions of the Award

Agreement or such other agreement, such obligation shall not apply to the extent that the purchase or repurchase would not be permitted

under New York law. The Participant shall take whatever additional actions and execute whatever additional documents the Committee

may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions

imposed on the Participant pursuant to the express provisions of the Plan and the Award Agreement.

SHARES AND UNITS SUBJECT TO THE PLAN.

4.1

In General.

(a)

Subject to adjustments as provided in Section 14,

the total number of Shares available for Awards under the Plan granted on and after the Amendment Effective Date shall be 3,000,000

(the “Absolute Share Limit”) plus all Shares that remain available for grants under the Prior 2009 Plan immediately

before the Amendment Effective Date. Subject to Section 14 of the Plan, no more than the number of Shares equal to /the

Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan and

the maximum number of Shares subject to Awards granted during a single fiscal year to any Director, taken together with any cash

fees paid to such Director during the fiscal year, shall not exceed $500,000 in total value (calculating the value of any such Awards

based on the grant date fair value of such Awards for financial reporting purposes). Shares used under the Plan in settlement of

Awards may be treasury Shares or authorized but unissued Shares, Shares purchased on the open market or by private purchase or a

combination of the foregoing. Any Shares that have been granted as Restricted Stock or that have been reserved for distribution in

payment for Options, Phantom Shares or other equity-based Awards but are later forfeited or for any other reason are not payable

or otherwise not made available for payment under the Plan may again be made available for Awards under the Plan. Any Shares covered

by an Award (or portion of an Award) granted under the Plan, which is forfeited or cancelled, expires or is settled in cash, including

the settlement of tax-withholding obligations using Shares, will again be made available for Awards under the Plan. Notwithstanding

the preceding sentence, in no event shall shares tendered on the exercise of an Option in respect of the payment of the applicable

Option Price or withheld in satisfaction of withholding taxes due on the exercise of an Option become available, and such Shares

shall be deemed to have been issued for purposes of determining the maximum number of Shares available for delivery under the Plan.

This Section 4.1(a) shall apply to the Share limit imposed to conform to Section 422(b)(1) of the Code (and the

regulations issued thereunder) only to the extent consistent with applicable regulations relating to Incentive Stock Options.

(b)

Shares subject to Dividend Equivalent Rights, other

than Dividend Equivalent Rights based directly on the dividends payable with respect to Shares subject to Options or the dividends

payable on a number of Shares corresponding to the number of Phantom Shares awarded, shall be subject to the limitation of Section 4.1(a).

Notwithstanding Section 4.1(a), there shall be no limit on the number of Phantom Shares or Dividend Equivalent Rights that may

be granted under the Plan to the extent they are paid out in cash. If any Phantom Shares, Dividend Equivalent Rights or other equity-based

Awards under Section 9 are paid out in cash, then, notwithstanding the first sentence of Section 4.1(a) above (but

subject to the second sentence thereof) the underlying Shares may again be made the subject of Awards under the Plan.

(c)

Notwithstanding any provision hereunder, no Award hereunder

shall be exercisable or eligible for settlement if, as a result of either the ability to exercise or settle, or the exercise or settlement

of such Award, the Company would not satisfy the REIT Requirements in any respect.

PROVISIONS APPLICABLE TO STOCK OPTIONS.

5.1

Grant of Option.

Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected

by the terms of the applicable Award Agreement: (i) determine and designate from time to time those Eligible Persons to whom

Options are to be granted and the number of Shares to be optioned to each Eligible Person; (ii) determine whether to grant Options

intended to be Incentive Stock Options, or to grant Non-Qualified Stock Options, or both (to the extent that any Option does not

qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option); provided that Incentive Stock Options

may only be granted to employees; (iii) determine the time or times when and the manner and condition in which each Option shall

be exercisable and the duration of the exercise period; (iv) designate each Option as one intended to be an Incentive Stock

Option or as a Non-Qualified Stock Option; and (v) determine or impose other conditions to the grant or exercise of Options

under the Plan as it may deem appropriate.

5.2

Option Price.

The Option Price with respect to an Option shall be determined by the Committee on the date such

Option is granted and reflected in an Award Agreement, as the same may be amended from time to time. Any particular Award Agreement

may provide for different Option Prices for specified amounts of Shares subject to an Option. Unless otherwise permitted by the Committee,

the Option Price with respect to each Option shall not be less than 100% of the Fair Market Value of a Share on the day such Option

is granted.

5.3

Period of Option and Vesting.

(a)

Unless earlier expired, forfeited or otherwise terminated,

each Option shall expire in its entirety upon the 10th anniversary of the date of grant or shall have such other term (which may

be shorter, but not longer, in the case of Incentive Stock Options) as is set forth in the applicable Award Agreement (except that,

in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners) who is granted

an Incentive Stock Option, the term of such Option shall be no more than five years from the date of grant). An Option shall also

expire, be forfeited and terminate at such times and in such circumstances as otherwise provided hereunder or under an applicable

Award Agreement.

(b)

An Option, to the extent that the applicable Optionee

has not had a Termination of Service and such Option has not otherwise lapsed, expired, terminated or been forfeited, shall first

become exercisable according to the terms and conditions set forth in an applicable Award Agreement, as determined by the Committee

at the time of grant. Unless otherwise provided in an Award Agreement or herein, no Option (or portion thereof) shall ever be exercisable

if the applicable Optionee has a Termination of Service before the time at which such Option (or portion thereof) would otherwise

have become exercisable, and any Option that would otherwise become exercisable after such Termination of Service shall not become

exercisable and shall be forfeited upon such termination. Notwithstanding the foregoing provisions of this Section 5.3(b), Options

exercisable pursuant to the schedule set forth by the Committee at the time of grant may be fully or more rapidly exercisable or

otherwise vested at any time in the discretion of the Committee. Upon and after the death of an Optionee, such Optionee’s Options,

if and to the extent otherwise exercisable hereunder or under an applicable Award Agreement after the Optionee’s death, may

be exercised by the Successors of the Optionee.

5.4

Exercisability Upon and After Termination

of Optionee.

(a)

Subject to the terms and provisions of an applicable

Award Agreement, if an Optionee has a Termination of Service other than by the Company or its Subsidiaries for Cause and other than

by reason of death, or Disability, then no exercise of such Optionee’s Options may occur after the expiration of the three-month

period to follow such termination, or if earlier, the expiration of the term of such Options as provided under Section 5.3(a).

If an Optionee should die during the three-month period after a Termination of Service for any reason other than Disability or Cause,

such Optionee’s Options (if and to the extent otherwise exercisable by such Optionee at the time of death) may be exercised

until the earlier of (i) the date which is three months from the date of death of such Optionee, or (ii) the date on which

the term of such Options expire in accordance with Section 5.3(a).

(b)

Subject to provisions of an applicable Award Agreement,

in the event an Optionee has a Termination of Service on account of death or Disability, such Optionee’s Options (whether or

not otherwise exercisable) may be exercised until the earlier of (i) one year from the date of the Termination of Service of

such Optionee, or (ii) the date on which the term of such Options expire in accordance with Section 5.3(a). If an Optionee

should die during the one-year period following a Termination of Service due to Disability, but while such Optionee’s Options

are still in effect, such Options (if and to the extent otherwise exercisable by such Optionee at the time of death) may be exercised

until the earlier of (i) the date which is one year from the date of death of such Optionee, or (ii) the date on which

the term of such Options expire in accordance with Section 5.3(a).

(c)

Notwithstanding any other provision hereof, unless

otherwise provided in an applicable Award Agreement, if an Optionee has a Termination of Service by the Company for Cause, then such

Optionee’s Options, to the extent then unexercised, shall thereupon cease to be exercisable and shall be forfeited forthwith.

5.5

Exercise of Options.

(a)

Subject to vesting, restrictions on exercisability

and other restrictions provided for hereunder or otherwise imposed in accordance herewith, an Option may be exercised by, and payment

in full of the aggregate Option Price with respect to such Option may be made by, an Optionee only by written notice (in the form

prescribed by the Committee) to the Company specifying the number of Shares to be purchased.

(b)

Without limiting the scope of the Committee’s

discretion hereunder, the Committee may impose such other restrictions on the exercise of Incentive Stock Options (whether or not

in the nature of the foregoing restrictions) as it may deem necessary or appropriate.

(c)

Notwithstanding any other provision of

this Section 5, in the event of a Change in Control, each Option shall become immediately exercisable for the full amount of

Shares subject thereto and shall be exercisable until expiration of the term of such Option.

5.6

Payment.

(a)

The aggregate Option Price with respect

to an Option shall be paid in full upon the exercise of such Option. Payment by an Optionee must be made by one of the following

methods:

(i)

cash or a certified or bank cashier’s check;

(ii)

shares of previously owned Common Stock, which have

been previously owned for more than six months or which were purchased on the open market and for which the Optionee has good title,

free and clear of all liens and encumbrances, having an aggregate Fair Market Value on the date of exercise equal to the aggregate

Option Price;

(iii)

cash by a broker-dealer acceptable to the Company to

whom the Optionee has submitted an irrevocable notice of exercise;

(iv)

a combination of (i) and (ii);

(v)

subject to Section 12(e), the proceeds of a Company

loan program or third-party sale program or a notice acceptable to the Committee given as consideration under such a program, in

each case if permitted by the Committee in its discretion, if such a program has been established and the Optionee is eligible to

participate therein;

(vi)

if approved by the Committee in its discretion, through

the written election of the Optionee to have Shares withheld by the Company from the Shares otherwise to be received, with such withheld

Shares having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price; or

(vii)

by any combination of such methods of payment or any

other method acceptable to the Committee in its discretion.

(b)

Except in the case of Options exercised

by certified or bank cashier’s check, the Committee may impose limitations and prohibitions on the exercise of Options as it

deems appropriate, including, without limitation, any limitation or prohibition designed to avoid accounting consequences which may

result from the use of Common Stock as payment upon exercise of an Option.

(c)

No Option may be exercised with respect

to any fractional Share. Any fractional Shares resulting from an Optionee’s exercise that is accepted by the Company shall

be paid in cash.

5.7

Stock Appreciation Rights.

The Committee, in its discretion, may also permit (taking into account, without limitation, the

application of Section 409A of the Code, as the Committee may deem appropriate) an Optionee to elect to exercise an Option by

receiving a combination of Shares and cash, or, in the discretion of the Committee, either solely Shares or solely cash, with an

aggregate Fair Market Value (or, to the extent of payment in cash, in an amount) equal to the excess of the Fair Market Value of

the Shares with respect to which such Option is being exercised over the aggregate Option Price of such Option, as determined as

of the day such Option is exercised.

5.8

Exercise by Successors.

An Option may be exercised by, and payment in full of the aggregate Option Price of such Option

may be made by, Successors of the Optionee only by written notice (in the form prescribed by the Committee) to the Company specifying

the number of Shares to be purchased. Such notice shall state that the aggregate Option Price will be paid in full, or that, subject

to the consent of the Company or the Committee, such Option will be exercised through such other method as otherwise provided hereunder.

5.9

Nontransferability of Option.

Each Option granted under the Plan shall be nontransferable by the applicable Optionee except by

will or the laws of descent and distribution of the state wherein such Optionee is domiciled at the time of his or her death.

5.10

Certain Incentive Stock Option Provisions.

(a)

The aggregate Fair Market Value, determined as of the

date an Option is granted, of the Common Stock for which any Optionee may be awarded Incentive Stock Options which are first exercisable

by such Optionee during any calendar year under the Plan (or any other stock option plan required to be taken into account under

Section 422(d) of the Code) shall not exceed $100,000.

(b)

If Shares acquired upon exercise of an Incentive Stock

Option are disposed of in a disqualifying disposition within the meaning of Section 422 of the Code by an Optionee prior to

the expiration of either two years from the date of grant of such Option or one year from the transfer of Shares to the Optionee

pursuant to the exercise of such Option, or in any other disqualifying disposition within the meaning of Section 422 of the

Code, such Optionee shall notify the Company in writing as soon as practicable thereafter of the date and terms of such disposition

and, if the Company (or any Affiliate thereof) thereupon has a tax-withholding obligation, shall pay to the Company (or such Affiliate)

an amount equal to any withholding tax the Company (or Affiliate) is required to pay as a result of the disqualifying disposition.

(c)

The Option Price with respect to an Incentive Stock

Option shall not be less than 100%, or 110% in the case of an individual described in Section 422(b)(6) of the Code (relating

to certain 10% owners), of the Fair Market Value of a Share on the day such Incentive Stock Option is granted. In the case of an

Incentive Stock Option granted to an individual described in Section 422(b)(6) of the Code, the term of such Incentive

Stock Option shall be no more than five years from the date of grant.

(d)

Subject to provisions of an applicable Award Agreement,

if an Optionee has a Termination of Service other than by the Company or its Subsidiaries for Cause and other than by reason of death

or Permanent and Total Disability, then no exercise of an Incentive Stock Option held by such Optionee may occur after the expiration

of the three-month period to follow such termination, or if earlier, the expiration of the term of such Incentive Stock Option as

provided under Section 5.3(a); provided that, if such Optionee should die during the one-year period following a Termination

of Service due to Permanent and Total Disability or if such Optionee should die during the three-month period following a Termination

of Service for any reason other than Permanent and Total Disability or Cause, but while such Incentive Stock Option is still in effect,

such Incentive Stock Option (if and to the extent otherwise exercisable by such Optionee at the time of death) may be exercised until

the earlier of (i) the date which is three months from the date of death of such Optionee, or (ii) the date on which the

term of such Incentive Stock Option expires in accordance with Section 5.3(a).

(e)

Subject to provisions of an applicable Award Agreement,

in the event an Optionee has a Termination of Service on account of death or Permanent and Total Disability, an Incentive Stock Option

held by such Optionee (whether or not otherwise exercisable) may be exercised until the earlier of (i) one year from the date

of the Termination of Service of such Optionee, or (ii) the date on which the term of such Incentive Stock Option expires in

accordance with Section 5.3(a).

(f)

Notwithstanding any other provision

hereof, unless otherwise provided in the Award Agreement, if an Optionee has a Termination of Service by the Company for Cause, then

any Incentive Stock Options held by such Optionee, to the extent then unexercised, shall thereupon cease to be exercisable and shall

be forfeited forthwith.

6. PROVISIONS

APPLICABLE TO RESTRICTED STOCK.

6.1

Grant of Restricted Stock.

(a)

In connection with the grant of Restricted Stock, whether

or not any Performance Goals (as provided for under Section 10) apply thereto, the Committee shall establish one or more vesting

periods with respect to the shares of Restricted Stock granted, the length of which shall be determined in the discretion of the

Committee. A grant of Restricted Stock shall vest in accordance with the terms and conditions set forth in an applicable Award Agreement

and be subject to the provisions of this Section 6 and the other provisions of the Plan.

(b)

Subject to the other terms of the Plan, the Committee

may, in its discretion as reflected by the terms of an applicable Award Agreement: (i) authorize the granting of Restricted

Stock to Eligible Persons; (ii) provide a specified purchase price for the Restricted Stock (whether or not the payment of a

purchase price is required by any state law applicable to the Company); (iii) determine the restrictions applicable to Restricted

Stock and (iv) determine or impose other conditions, including any applicable Performance Goals, to any grant of Restricted

Stock under the Plan as it may deem appropriate.

6.2

Certificates.

(a)

Upon the grant of Restricted Stock, the Committee shall

cause a stock certificate registered in the name of the Participant to be issued as discussed in detail below or shall cause Share(s) to

be registered in the name of the Participant and held in book-entry form subject to the Company’s directions. Notwithstanding

the foregoing, in the discretion of the Committee, each Grantee of Restricted Stock awarded under the Plan may be issued a stock

certificate in respect of Shares subject to such Grantee’s Restricted Stock. Each such certificate shall be registered in the

name of the Grantee. Such stock certificates for Shares of Restricted Stock issued hereunder may include any legend which the Committee

deems appropriate to reflect any restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise

deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions,

and restrictions applicable to such Award, substantially in the following form:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT

TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE SAFEHOLD INC. 2009 LONG-TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED

INTO BETWEEN THE REGISTERED OWNER AND SAFEHOLD INC. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF SAFEHOLD

INC. AT 1114 AVENUE OF THE AMERICAS, 27TH FLOOR, NEW YORK, NEW YORK 10036.

(b)

The Committee may require that any stock certificates

evidencing such Shares be held in custody by the Company until the restrictions hereunder shall have lapsed, and that, as a condition

of any Award of Restricted Stock, a Grantee have delivered to the Company a stock power, endorsed in blank, relating to the stock

covered by such Award. If and when such restrictions so lapse, the stock certificates shall be delivered by the Company to the Grantee

or his or her designee as provided in Section 6.3.

6.3

Restrictions and Conditions.

Unless otherwise provided by the Committee, each Award of Restricted Stock shall be

subject to the following restrictions and conditions:

(i)

Subject to the provisions of the

Plan and the applicable Award Agreement, during a period commencing with the date of such Award and ending on the date the period

of forfeiture with respect to such Restricted Stock lapses, the applicable Grantee shall not be permitted voluntarily or involuntarily

to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock awarded under the Plan (or have such

Shares attached or garnished). Subject to clauses (iii) and (iv) below, the period of forfeiture with respect to an Award

of Restricted Stock granted hereunder shall lapse as provided in an applicable Award Agreement. Notwithstanding the foregoing, unless

otherwise expressly provided by the Committee, the period of forfeiture with respect to such Restricted Stock shall only lapse as

to whole Shares.

(ii)

Except as provided in the foregoing

clause (i), below in this clause (ii) or in Section 14, or as otherwise provided in an applicable Award Agreement, a Grantee

shall have, in respect of the Shares subject to such Grantee’s Award of Restricted Stock, all of the rights of a shareholder

of the Company, including the right to vote such Shares and the right to receive any cash dividends; provided, however that cash

dividends on such Shares shall, unless otherwise provided by the Committee, be held by the Company (unsegregated as a part of its

general assets) until the period of forfeiture with respect to such Grantee’s Award of Restricted Stock lapses, and paid over

to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited) (and such cash dividends shall

be forfeited if the underlying Shares subject to such Award of Restricted Stock are forfeited). Certificates for Shares (not subject

to restrictions) shall be delivered to a Grantee or his or her designee promptly after, and only after, the period of forfeiture

with respect to such Grantee’s Award of Restricted Stock shall lapse without forfeiture.

(iii)

Except as otherwise provided in an applicable Award

Agreement, and subject to clause (iv) below, if a Grantee has a Termination of Service for any reason other than death or Disability

during the applicable period of forfeiture with respect to such Grantee’s Award of Restricted Stock, then (A) the portion

of such Award of Restricted Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee,

and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination

an amount equal to the lesser of (x) the amount paid by the Grantee for such forfeited Restricted Stock as contemplated by Section 6.1,

and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.

(iv)

Subject to the provisions of an applicable Award Agreement,

in the event a Grantee has a Termination of Service on account of death or Disability, or in the event of a Change in Control (regardless

of whether a termination follows thereafter), during the applicable period of forfeiture with respect to a Grantee’s Award

of Restricted Stock, then restrictions on such Grantee’s Award of Restricted Stock under the Plan will immediately lapse.

PROVISIONS APPLICABLE TO PHANTOM SHARES.

7.1

Grant of Phantom Shares.

Subject to the other terms of the Plan, the Committee shall, in its discretion and as reflected

by the terms of the applicable Award Agreement: (i) authorize the granting of Phantom Shares to Eligible Persons and (ii) impose

such conditions to the grant of Phantom Shares under the Plan as it may deem appropriate.

7.2

Term.

The Committee may provide in an Award Agreement that any particular Phantom Share shall expire

at the end of a specified term.

7.3

Vesting.

(a)

Subject to the provisions of the applicable Award Agreements

and Section 7.3(b), Phantom Shares shall vest as provided in the applicable Award Agreement.

(b)

Unless otherwise determined by the Committee at the

time of grant, Phantom Shares granted pursuant to the Plan shall be subject to the following vesting conditions:

(i)

Subject to the provisions of an applicable Award Agreement

and clause (ii) below, if a Grantee has a Termination of Service by the Company and its Subsidiaries for Cause, all of such

Grantee’s Phantom Shares (whether or not such Phantom Shares are otherwise vested) shall thereupon, and with no further action,

be forfeited and cease to be outstanding, and no payments shall be made with respect to such forfeited Phantom Shares.

(ii)

Subject to the provisions of an applicable Award Agreement,

in the event a Grantee has a Termination of Service on account of death or Disability, or a Grantee has a Termination of Service

by the Company and its Subsidiaries for any reason other than Cause, or in the event of a Change in Control (regardless of whether

a termination follows thereafter), all outstanding Phantom Shares granted to such Grantee shall become immediately vested.

(iii)

Other than as provided in this Section 7.3, in

the event that a Grantee has a Termination of Service, any and all of such Grantee’s Phantom Shares which have not vested prior

to or as of such termination shall thereupon, and with no further action, be forfeited and cease to be outstanding and such Grantee’s

vested Phantom Shares shall be settled as set forth in Section 7.4.

7.4 Settlement

of Phantom Shares.

(a)

Each

vested and outstanding Phantom Share held by a Grantee shall be settled by the Company by transferring, in exchange for each such

vested and outstanding Phantom Share, one Share to such Grantee; provided that, the Committee at the time of grant (or, in the appropriate

case, as determined by the Committee, thereafter) may provide that a Phantom Share may be settled (i) in cash at the applicable

Phantom Share Value, (ii) in cash or by transfer of Shares as elected by the Grantee in accordance with procedures established

by the Committee, or (iii) in cash or by transfer of Shares as elected by the Company.

(b)

Payment

(whether of cash or Shares) in respect of Phantom Shares shall be made in a single sum; provided that, with respect to Phantom Shares

of a Grantee which have a common Settlement Date, the Committee may permit the Grantee to elect in accordance with procedures established

by the Committee (taking into account, without limitation, Section 409A of the Code, as the Committee may deem appropriate)

to receive installment payments over a period not to exceed 10 years. If payment with respect to a Grantee’s Phantom Shares

is paid out in installment payments, such installment payments shall be treated as a series of separate payments for purposes of

Section 409A of the Code.

(c)

(i)

Unless otherwise provided in an applicable

Award Agreement, the “Settlement Date” with respect to a Phantom Share is the first day of the month that follows the

month during which the Phantom Share vests; provided that a Grantee may elect, in accordance with procedures to be established by

the Committee, that such Settlement Date will be deferred as elected by such Grantee to the first day of the month that follows the

month during which such Grantee’s Termination of Service occurs, or such other time as may be permitted by the Committee. Notwithstanding

the prior sentence, all initial elections to defer the Settlement Date shall be made in accordance with the requirements of Section 409A

of the Code. In addition, unless otherwise determined by the Committee, any subsequent elections under this Section 7.4(c)(i) must,

except as may otherwise be permitted under the rules applicable under Section 409A of the Code, (A) not be effective

for at least one year after they are made, or, in the case of payments to commence at a specific time, be made at least one year

before the first scheduled payment and (B) defer the commencement of distributions (and each affected distribution) for at least

five years.

(ii)

Notwithstanding Section 7.4(c)(i), the Committee

may provide that distributions of Phantom Shares can be elected at any time in those cases in which the Phantom Share Value is determined

by reference to Fair Market Value to the extent in excess of a base value, rather than by reference to unreduced Fair Market Value.

(iii)

Notwithstanding the foregoing, the Settlement Date

with respect to a Phantom Share, if not earlier pursuant to this Section 7.4(c), shall be the date of the death of the Grantee

who holds such Phantom Share.

(d)

Notwithstanding the other provisions of

this Section 7, in the event of a Change in Control, the Settlement Date shall be the date of such Change in Control and all

amounts due with respect to Phantom Shares to a Grantee hereunder shall be paid as soon as practicable (but in no event more than

30 days) after such Change in Control, unless such Grantee elects otherwise in accordance with procedures established by the Committee.

(e)

Notwithstanding any other provision of

the Plan, a Grantee may receive any amounts to be paid in installments as provided in Section 7.4(b) or deferred by such

Grantee as provided in Section 7.4(c) in the event of an “Unforeseeable Emergency.” For these purposes, an

“Unforeseeable Emergency,” as determined by the Committee in its sole discretion, is (i) a severe financial hardship

to a Grantee resulting from a sudden and unexpected illness or accident of such Grantee or such Grantee’s “dependent,”

as defined in Section 152(a) of the Code, (ii) the loss of a Grantee’s property due to casualty, or (iii) such

other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of a Grantee. The circumstances

that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any case, payment may not be made

to the extent that such hardship is or may be relieved:

(i)

through reimbursement or compensation by insurance

or otherwise,

(ii)

by liquidation of a Grantee’s assets, to the

extent the liquidation of such assets would not itself cause severe financial hardship, or

(iii)

by future cessation of the making of additional deferrals

under Section 7.4 (b) and (c).

Without limitation, the need to send a Grantee’s child to college or the desire

to purchase a home shall not constitute an Unforeseeable Emergency. Distributions of amounts because of an Unforeseeable Emergency

shall be permitted to the extent reasonably needed to satisfy the emergency need.

7.5

Other Phantom Share Provisions.

(a)

Rights to payments with respect to Phantom Shares granted

under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment,

garnishment, levy, execution, or other legal or equitable process, either voluntary or involuntary; and any attempt to anticipate,

alienate, sell, transfer, assign, pledge, encumber, attach or garnish, or levy or execute on any right to payments or other benefits

payable hereunder, shall be void.

(b)

A Grantee may designate in writing, on forms to be

prescribed by the Committee, a beneficiary or beneficiaries to receive any payments payable after his or her death and may amend

or revoke such designation at any time. If no beneficiary designation is in effect at the time of a Grantee’s death, payments

hereunder shall be made to such Grantee’s estate. If a Grantee with a vested Phantom Share dies, such Grantee’s Phantom

Share shall be settled and the Phantom Share Value in respect of such Phantom Shares paid, and any payments deferred pursuant to

an election under Section 7.4(c) shall be accelerated and paid to such Grantee’s beneficiary or estate, as applicable

as soon as practicable (but no later than 60 days) after the date of such Grantee’s death.

(c)

The Committee may establish a program (taking into

account, without limitation, the application of Section 409A of the Code, as the Committee may deem appropriate) under which

distributions with respect to Phantom Shares may be deferred for periods in addition to those otherwise contemplated by the foregoing

provisions of this Section 7. Such program may include, without limitation, provisions for the crediting of earnings and losses

on unpaid amounts, and, if permitted by the Committee, provisions under which Participants may select from among hypothetical investment

alternatives for such deferred amounts in accordance with procedures established by the Committee.

(d)

Notwithstanding any other provision of this Section 7,

any fractional vested Phantom Share will be paid out in cash at the applicable Phantom Share Value as of the Settlement Date.

(e)

No Phantom Share shall be construed to give any Grantee

any rights with respect to Shares or any ownership interest in the Company. Except as may be provided in accordance with Section 8,

no provision of the Plan shall be interpreted to confer upon any Grantee any voting, dividend or derivative or other similar rights

with respect to any Phantom Share.

7.6

Claims Procedures.

(a)

To the extent that the Plan is determined by the Committee

to be subject to the Employee Retirement Income Security Act of 1974, as amended, the Grantee, or his or her beneficiary hereunder

or authorized representative, may file a claim for payments with respect to Phantom Shares under the Plan by written communication

to the Committee or its designee. A claim is not considered filed until such communication is actually received. Within 90 days (or,

if special circumstances require an extension of time for processing, 180 days, in which case notice of such special circumstances

should be provided within the initial 90-day period) after the filing of the claim, the Committee will either:

(i)

approve the claim and take appropriate steps for satisfaction

of the claim; or

(ii)

if the claim is wholly or partially denied, advise

the claimant of such denial by furnishing to him or her a written notice of such denial setting forth (A) the specific reason

or reasons for the denial; (B) specific reference to pertinent provisions of the Plan on which the denial is based and, if the

denial is based in whole or in part on any rule of construction or interpretation adopted by the Committee, a reference to such

rule, a copy of which shall be provided to the claimant; (C) a description of any additional material or information necessary

for the claimant to perfect the claim and an explanation of the reasons why such material or information is necessary; and (D) a

reference to this Section 7.6 as the provision setting forth the claims procedure under the Plan.

(b)

The claimant may

request a review of any denial of his or her claim by written application to the Committee within 60 days after receipt of the notice

of denial of such claim. Within 60 days (or, if special circumstances require an extension of time for processing, 120 days, in which

case notice of such special circumstances should be provided within the initial 60-day period) after receipt of written application

for review, the Committee will provide the claimant with its decision in writing, including, if the claimant’s claim is not

approved, specific reasons for the decision and specific references to the Plan provisions on which the decision is based.

PROVISIONS

APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.

8.1

Grant

of Dividend Equivalent Rights.

Subject to the other terms of the Plan, the Committee

shall, in its discretion as reflected by the terms of the Award Agreements, authorize the granting of Dividend Equivalent Rights

to Eligible Persons based on the regular cash dividends declared on Common Stock, to be credited as of the dividend payment dates,

during the period between the date an Award is granted, and the date such Award is exercised, vests or expires, as determined by

the Committee. Such Dividend Equivalent Rights shall be converted to cash or additional Shares by such formula and at such time and

subject to such limitation as may be determined by the Committee. With respect to Dividend Equivalent Rights granted with respect

to Options intended to be qualified performance-based compensation for purposes of Section 162(m) of the Code, such Dividend

Equivalent Rights shall be payable regardless of whether such Option is exercised. If a Dividend Equivalent Right is granted in respect

of another Award hereunder, then, unless otherwise stated in the Award Agreement, in no event shall the Dividend Equivalent Right

be in effect for a period beyond the time during which the applicable portion of the underlying Award is in effect.

8.2

Certain

Terms.

(a)

The term of a Dividend Equivalent Right shall be set

by the Committee in its discretion.

(b)

Unless otherwise determined by the Committee, except

as contemplated by Section 8.4, a Dividend Equivalent Right is exercisable or payable only while the Participant is an Eligible

Person.

(c)

Payment of the amount determined in accordance with

Section 8.1 shall be in cash, in Common Stock or a combination of the both, as determined by the Committee.

(d)

The Committee may impose such employment-related conditions

on the grant of a Dividend Equivalent Right as it deems appropriate in its discretion.

8.3

Other Types

of Dividend Equivalent Rights.

The Committee may establish a program under which Dividend Equivalent Rights of a type

whether or not described in the foregoing provisions of this Section 8 may be granted to Participants. For example, and without

limitation, the Committee may grant a Dividend Equivalent Right in respect of each Share subject to an Option or with respect to

a Phantom Share, which right would consist of the right (subject to Section 8.4) to receive a cash payment in an amount equal

to the dividend distributions paid on a Share from time to time. Notwithstanding anything in the Plan to the contrary, no dividend

equivalents or Dividend Equivalent Rights shall be payable in respect of outstanding Options or unvested awards (provided that dividend

equivalents may be accumulated in respect of unvested Awards and paid within 30 days after such Awards are earned and become payable

or distributable).

8.4

Deferral.

The Committee may establish a program (taking into account, without limitation, the possible application

of Section 409A of the Code, as the Committee may deem appropriate) under which Participants (i) will have Phantom Shares

credited, subject to the terms of Sections 7.4 and 7.5 as though directly applicable with respect thereto, upon the granting of Dividend

Equivalent Rights, or (ii) will have payments with respect to Dividend Equivalent Rights deferred. In the case of the foregoing

clause (ii), such program may include, without limitation, provisions for the crediting of earnings and losses on unpaid amounts,

and, if permitted by the Committee, provisions under which Participants may select from among hypothetical investment alternatives

for such deferred amounts in accordance with procedures established by the Committee.

OTHER AWARDS.

The Committee shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Committee may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights. Other Awards shall also include cash payments (including the cash payment of Dividend Equivalent Rights) under the Plan having such terms and conditions as the Committee may determine. Such cash payments may be based on one or more criteria determined by the Committee which are unrelated to the value of Shares and which may be granted in tandem with, or independent of, other Awards under the Plan.

10.

PERFORMANCE GOALS.

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

11.

TAX WITHHOLDING.

11.1

In General.

The Company

shall be entitled to withhold from any payments or deemed payments any amount of tax withholding determined by the Committee to be

required by law. Without limiting the generality of the foregoing, the Committee may, in its discretion, require the Participant

to pay to the Company at such time as the Committee determines the amount that the Committee deems necessary to satisfy the Company’s

obligation to withhold federal, state or local income or other taxes incurred by reason of (i) the exercise of any Option, (ii) the

lapsing of any restrictions applicable to any Restricted Stock, (iii) the receipt of a distribution in respect of Phantom Shares

or Dividend Equivalent Rights or (iv) any other applicable income-recognition event (for example, an election under Section 83(b) of

the Code).

11.2

Share Withholding.

(a)

Upon exercise of an Option, an Optionee

may, if approved by the Committee in its discretion, make a written election to have Shares then issued withheld by the Company from

the Shares otherwise to be received, or to deliver previously owned whole Shares (which such holder has held for at least six months

prior to the delivery of such Shares or which such holder purchased on the open market and for which such holder has good title,

free and clear of all liens and encumbrances), in order to satisfy the liability for such withholding taxes. In the event that an

Optionee makes, and the Committee permits, such an election, the number of Shares so withheld or delivered shall have an aggregate

Fair Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes. Where the exercise of an Option

does not give rise to an obligation by the Company to withhold federal, state or local income or other taxes on the date of exercise,

but may give rise to such an obligation in the future, the Committee may, in its discretion, make such arrangements and impose such

requirements as it deems necessary or appropriate.

(b)

Upon lapsing of restrictions on Restricted Stock (or

other income-recognition event), a Grantee may, if approved by the Committee in its discretion, make a written election to have Shares

withheld by the Company from the Shares otherwise to be released from restriction, or to deliver previously owned whole Shares (not

subject to restrictions hereunder) (which such holder has held for at least six months prior to the delivery of such Shares or which

such holder purchased on the open market and for which such holder has good title, free and clear of all liens and encumbrances),

in order to satisfy the liability for such withholding taxes. In the event that a Grantee makes, and the Committee permits, such

an election, the number of Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of exercise sufficient

to satisfy the applicable withholding taxes.

(c)

Upon the making of a distribution in respect of Phantom

Shares or Dividend Equivalent Rights, a Grantee may, if approved by the Committee in its discretion, make a written election to have

amounts (which may include Shares) withheld by the Company from the distribution otherwise to be made, or to deliver previously owned

whole Shares (not subject to restrictions hereunder) (which such holder has held for at least six months prior to the delivery of

such Shares or which such holder purchased on the open market and for which such holder has good title, free and clear of all liens

and encumbrances), in order to satisfy the liability for such withholding taxes. In the event that a Grantee makes, and the Committee

permits, such an election, any Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of exercise

sufficient to satisfy the applicable withholding taxes.

11.3

Withholding Required.

Notwithstanding

anything contained in the Plan or the Award Agreement to the contrary, a Participant’s satisfaction of any tax-withholding

requirements imposed by the Committee shall be a condition precedent to the Company’s obligation as may otherwise be provided

hereunder to provide Shares to such Participant and to the release of any restrictions as may otherwise be provided hereunder,

as applicable; and all applicable Options, Restricted Stock, Phantom Shares and Dividend Equivalent Rights shall be forfeited

upon the failure of a Participant to satisfy such requirements with respect to, as applicable, (i) the exercise of any Options,

(ii) the lapsing of restrictions on the Restricted Stock (or other income-recognition event) or (iii) distributions

in respect of any Phantom Shares or Dividend Equivalent Rights.

Award Agreement may provide that a Participant may satisfy any such obligation by any of the following means: (A) a cash payment

to the Company, (B) delivery to the Company of previously owned whole Shares (which such Participant has held for at least six months

prior to the delivery of such Shares or which such Participant purchased on the open market and for which such Participant has good title,

free and clear of all liens and encumbrances) having an aggregate Fair Market Value, determined as of the date the obligation to withhold

or pay taxes arises in connection with an Award (the “Tax Date”), equal to the amount necessary to satisfy any such obligation,

(C) in the case of the exercise of an Option, a cash payment by a broker-dealer acceptable to the Company to whom a Participant

has submitted an irrevocable notice of exercise, or (D) any combination of (A) and (B), in each case to the extent set forth

in an applicable Award Agreement; provided however, that the Committee shall have the sole discretion to disapprove of an election pursuant

to any of the foregoing clauses (B) through (D). An Award Agreement may provide for Shares to be delivered having a Fair Market

Value in excess of the minimum amount required to be withheld, but not in excess of the amount determined by applying a Participant’s

maximum marginal tax rate. Any fraction of a Share which would be required to satisfy such an obligation shall be disregarded and the

remaining amount due shall be paid in cash by such Participant.

12.

REGULATIONS AND APPROVALS.

(a)

The obligation of the Company to

sell Shares with respect to an Award granted under the Plan shall be subject to all applicable laws, rules and regulations,

including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may

be deemed necessary or appropriate by the Committee.

(b)

The Committee may make such changes to the Plan as

may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits

applicable to an Award.

(c)

Each grant of Options, Restricted Stock, Phantom Shares

(or issuance of Shares in respect thereof) or Dividend Equivalent Rights (or issuance of Shares in respect thereof), or other Award

under Section 9 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee

determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required

by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary

or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, Dividend

Equivalent Rights, other Awards or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted

Stock or other Award made, in whole or in part, unless listing, registration, qualification, consent or approval has been effected

or obtained free of any conditions in a manner acceptable to the Committee.

(d)

In the event that the disposition of stock acquired

pursuant to the Plan is not covered by a then current registration statement under the Securities Act, and is not otherwise exempt

from such registration, such Shares shall be restricted against transfer to the extent required under the Securities Act, and the

Committee may require any individual receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares, to

represent to the Company in writing that such Shares are acquired for investment only and not with a view to distribution and that

such Shares will be disposed of only if registered for sale under the Securities Act or if there is an available exemption for such

disposition.

(e)

Notwithstanding any other provision of the Plan, the

Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith determination

of the Company, would result in a material risk of a violation by the Company of Section 13(k) of the Exchange Act.

13.

INTERPRETATION AND AMENDMENTS;

OTHER RULES.

The

Committee may make such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate.

Without limiting the generality of the foregoing, the Committee may (i) determine the extent, if any, to which Options, Phantom

Shares or Shares (whether or not Shares of Restricted Stock), Dividend Equivalent Rights, or other Awards shall be forfeited (whether

or not such forfeiture is expressly contemplated hereunder); (ii) interpret the Plan and any Award Agreement entered into hereunder,

with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law,

provided that the Committee’s interpretation shall not be entitled to deference on and after a Change in Control except to the

extent that such interpretations are made exclusively by members of the Committee who are individuals who served as Committee members

before the Change in Control; and (iii) take any other actions and make any other determinations or decisions that it deems necessary

or appropriate in connection with the Plan or the administration or interpretation thereof. In the event of any dispute or disagreement

as to the interpretation of the Plan or of any rule, regulation or procedure, or as to any question, right or obligation arising from

or related to the Plan, the decision of the Committee, except as provided in clause (ii) of the foregoing sentence, shall be final

and binding upon all persons. Unless otherwise expressly provided hereunder, the Committee, with respect to any grant of an Award, may

exercise its discretion hereunder at the time of such grant of such Award or thereafter. Notwithstanding any provision in the Plan to

the contrary, no Option or stock appreciation right (granted pursuant to Section 5.7) issued under the Plan may be amended to reduce

the Option Price or the exercise price of such stock appreciation right below the Option Price or exercise price as of the date the Option

or stock appreciation right was granted. In addition, no Option or stock appreciation right may be granted in exchange for, or in connection

with, the cancellation or surrender of an Option, stock appreciation right or other Award having a lower exercise price. The Board may

amend the Plan as it shall deem advisable, except that no amendment may adversely affect a Participant with respect to an Award previously

granted unless such amendments are required in order to comply with applicable laws; provided, however, that the Plan may not be amended

without shareholder approval in any case in which amendment in the absence of shareholder approval would cause the Plan to fail to comply

with any applicable legal requirement or applicable exchange or similar rule.

14.

CHANGES IN CAPITAL STRUCTURE.

(a)

If (i) the Company or its Subsidiaries

shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all

or substantially all of the assets or stock of the Company or its Subsidiaries or a transaction similar thereto, (ii) any stock

dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization or other similar change in the

capital structure of the Company or its Subsidiaries, or any distribution to holders of Shares other than cash dividends, shall occur

or (iii) any other event shall occur which in the judgment of the Committee necessitates action by way of adjusting the terms

of the outstanding Awards, then:

(x)

the

maximum aggregate number and kind of Shares which may be made subject to Options and Dividend Equivalent Rights under the Plan, the

maximum aggregate number and kind of Shares of Restricted Stock that may be granted under the Plan, the maximum aggregate number

of Phantom Shares and other Awards which may be granted under the Plan may be appropriately adjusted by the Committee in its discretion;

and

(y)

the Committee

shall take any such action as in its discretion shall be necessary to maintain each Participant’s rights hereunder (including

under their Award Agreements) so that each such Participant’s rights with respect to his or her respective Options, Phantom

Shares and Dividend Equivalent Rights are substantially proportionate to the rights existing in such Options, Phantom Shares and

Dividend Equivalent Rights prior to such event, including, without limitation, adjustments in (A) the number of Options, Phantom

Shares and Dividend Equivalent Rights (and other Awards under Section 9) granted, (B) the number and kind of shares or

other property to be distributed in respect of Options, Phantom Shares and Dividend Equivalent Rights (and other Awards under Section 9

as applicable), (C) the Option Price and Phantom Share Value, and (D) any performance-based criteria established in connection

with Awards; provided that, in the discretion of the Committee, the foregoing clause (D) may also be applied in the case of

any event relating to a Subsidiary if the event would have been covered under this Section 14(a) had the event related

to the Company.

Notwithstanding the foregoing, in the case of any

“equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification

Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding

Awards to reflect such equity restructuring.

To the extent that such action shall

include an increase or decrease in the number of Shares (or units of other property then available) subject to all outstanding Awards,

the number of Shares (or units) available under Section 4 shall be increased or decreased, as the case may be, proportionately,

as may be determined by the Committee in its discretion.

(b)

Any Shares or other securities distributed

to a Grantee with respect to Restricted Stock or otherwise issued in substitution of Restricted Stock shall be subject to the restrictions

and requirements imposed by Section 6, including depositing the certificates therefor with the Company together with a stock

power and bearing a legend as provided in Section 6.2(a).

(c)

If the Company shall be consolidated or merged with

another corporation or other entity, each Grantee who has received Restricted Stock that is then subject to restrictions imposed

by Section 6.3(a) may be required to deposit with the successor corporation the certificates, if any, for the stock or

securities or the other property that such Grantee is entitled to receive by reason of ownership of Restricted Stock in a manner

consistent with Section 6.2(b), and such stock, securities or other property shall become subject to the restrictions and requirements

imposed by Section 6.3(a), and the certificates therefor or other evidence thereof shall bear a legend similar in form and substance

to the legend set forth in Section 6.2(a).

(d)

If a Change in Control shall occur, then the Committee,

as constituted immediately before such Change in Control, may in its sole discretion, provide for any one or more of the following,

subject to treatment of Awards as set forth in Sections 5.5(c), 6.3(iv) and 7.3(b)(ii) hereto:

Substitution or assumption of Awards,

or to the extent that the surviving entity (or Affiliate thereof) of such Change in Control does not substitute or assume the Awards,

full acceleration of vesting of, exercisability of, or lapse of restrictions on, as applicable, any Awards; and

Cancellation of any one or more outstanding Awards

and payment to the holders of such Awards that are vested as of such cancellation (including, without limitation, any Awards that

would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Committee

in connection with such event pursuant to clause (i) above), the value of such Awards, if any, as determined by the Committee

(which value, if applicable, may be based upon the price per share of Common Stock received or to be received by other shareholders

of the Company in such event), including, without limitation, in the case of an outstanding Option, a cash payment in an amount equal

to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject to such Option over

the aggregate Option Price of such Option (it being understood that, in such event, any Option having a per share Option Price

equal to, or in excess of, the Fair Market Value of a Share subject thereto may be canceled and terminated without any payment or

consideration therefor).

(e)

make

such adjustments as it, in its discretion, determines are necessary or appropriate in light of such Change in Control, provided that

the Committee determines that such adjustments do not have an adverse economic impact on any Participant as determined at the time

of the adjustments.

(f)

The judgment

of the Committee with respect to any matter referred to in this Section 14 shall be conclusive and binding upon each Participant

without the need for any amendment to the Plan.

15.

MISCELLANEOUS.

15.1

Rights to Employment or Other Service.

Nothing in the Plan or in any grant made pursuant

to the Plan shall confer on any individual any right to continue in the employ or other service of the Company or its Subsidiaries

or interfere in any way with the right of the Company or its Subsidiaries and its shareholders to terminate the individual’s

employment or other service at any time.

15.2

Fiduciary Relationship.

Nothing contained in the Plan (including without

limitation Sections 7.5(c) and 8.4), and no action taken pursuant to the provisions of the Plan, shall create or shall be construed

to create a trust of any kind, or a fiduciary relationship between the Company or its Subsidiaries, or their officers or the Committee,

on the one hand, and the Participant, the Company, its Subsidiaries or any other person or entity, on the other.

15.3

Compliance

With Section 409A Of The Code.

(a)

Any Award Agreement issued under the

Plan that is subject to Section 409A of the Code shall include such additional terms and conditions as may be required to satisfy

the requirements thereof.

(b)

With respect to any Award issued under the Plan that

is subject to Section 409A of the Code, and with respect to which a payment or distribution is to be made upon a Termination

of Service, if a Grantee who holds such an Award is determined by the Company to be a “specified employee” within the

meaning of Section 409A(a)(2)(B)(i) of the Code and any of the Company’s stock is publicly traded on an established

securities market or otherwise, such payment or distribution may not be made before the date which is six months after the date of

Termination of Service of such Grantee (to the extent required under Section 409A of the Code). Any payments or distributions

delayed in accordance with the prior sentence shall be paid to such Grantee on the first day of the seventh month following such

Grantee’s Termination of Service.

(c)

Notwithstanding any other provision of the Plan,

the Board and the Committee shall administer the Plan, and exercise authority and discretion under the Plan, to satisfy the requirements

of Section 409A of the Code or any exemption thereto.

15.4

No Fund Created.

Any and all payments hereunder to any Grantee under the Plan shall be made from the general funds

of the Company (or, if applicable, a Participating Company). No special or separate fund shall be established or other segregation

of assets made to assure such payments. Phantom Shares (including for purposes of this Section 15.4 any accounts established

to facilitate the implementation of Section 7.4(c)) and any other similar devices issued hereunder to account for Plan obligations

do not constitute Common Stock and shall not be treated as (or as giving rise to) property or as a trust fund of any kind; provided,

however, that the Company may establish a mere bookkeeping reserve to meet its obligations hereunder or a trust or other funding

vehicle that would not cause the Plan to be deemed to be funded for tax purposes or for purposes of Title I of the Employee Retirement

Income Security Act of 1974, as amended. The obligations of the Company under the Plan are unsecured and constitute a mere promise

by the Company to make benefit payments in the future and, to the extent that any person acquires a right to receive payments under

the Plan from the Company, such right shall be no greater than the right of a general unsecured creditor of the Company. If any Affiliate

of the Company is or is made responsible with respect to any Awards, the foregoing sentence shall apply with respect to such Affiliate.

Without limiting the foregoing, Phantom Shares and any other similar devices issued hereunder to account for Plan obligations are

solely a device for the measurement and determination of the amounts to be paid to a Grantee under the Plan, and any Grantee’s

rights with respect to any Phantom Shares and any such other devices is limited to the right to receive payment, if any, as may herein

be provided.

15.5

Notices.

All notices under the Plan shall be in writing, and if to the Company, shall be delivered to the

Board or mailed to its principal office, addressed to the attention of the Board; and if to a Participant, shall be delivered personally,

sent by facsimile transmission or mailed to such Participant at the address appearing in the records of the Company. Such addresses

may be changed at any time by written notice to the other party given in accordance with this Section 15.5.

15.6

Exculpation and Indemnification.

The Company shall indemnify and hold harmless the members of the Board and the members of the Committee

from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in

connection with the performance of such person’s duties, responsibilities and obligations under the Plan, except in circumstances

involving bad faith.

15.7

Captions.

The use of captions in this Plan is for convenience. The captions are not intended to provide substantive

rights.

15.8

Governing Law.

THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN

THE STATE OF NEW YORK.

EXHIBIT A

PERFORMANCE

CRITERIA

Performance-Based

Awards may be payable upon the attainment of objective performance goals that are established by the Committee and relate to one or more

Performance Criteria, in each case on specified date or over any period, as determined by the Committee. Performance Criteria may (but

need not) be based on the achievement of the specified levels of performance under one or more of the measures set out below relative

to the performance of one or more other corporations or indices.

“Performance

Criteria” means the following business criteria (or any combination thereof) with respect to one or more of the Company, any Participating

Company or any division or operating unit thereof:

(i)

pre-tax income,

(ii)

after-tax income,

(iii)

net income (meaning net income as reflected in the

Company’s financial reports for the applicable period, on an aggregate, diluted and/or per share basis),

(iv)

operating income,

(v)

cash flow,

(vi)

earnings per share,

(vii)

return on equity,

(viii)

return on invested capital or assets,

(ix)

cash and/or funds available for distribution,

(x)

appreciation in the fair market value of the Common

Stock,

(xi)

return on investment,

(xii)

shareholder return (meaning the per annum compounded

rate of increase in the Fair Market Value of an investment in Shares on the first day of the Performance Period (assuming purchase

of Shares at their Fair Market Value on such day) through the last day of the Performance Period, plus all dividends or distributions

paid with respect to such Shares during the Performance Period, and assuming reinvestment in Shares of all such dividends and distributions,

adjusted to give effect to Section 14 of the Plan).

(xiii)

net earnings growth,

(xiv)

stock appreciation (meaning an increase in the price

or value of the Common Stock after the date of grant of an award and during the applicable period),

(xv)

related return ratios,

(xvi)

increase in revenues,

(xvii)

net earnings,

(xviii)

changes (or the absence of changes) in the per share

or aggregate market price of the Company’s Common Stock,

(xix)

number of securities sold,

(xx)

earnings before any one or more

of the following items: interest, taxes, depreciation or amortization for the applicable period, as reflected in the Company’s

financial reports for the applicable period,

(xxi)

total revenue growth (meaning the increase in total

revenues after the date of grant of an award and during the applicable period, as reflected in the Company’s financial reports

for the applicable period),

(xxii)

the Company’s published ranking against its peer

group of real estate investment trusts based on total shareholder return,

(xxiii)

adjusted income or earnings,

(xxiv)

adjusted book value,

(xxv)

core general and administrative expenses, and

(xxvi)

funds from operations.

Performance

Goals may be absolute amounts or percentages of amounts, may be used on an adjusted basis, may be relative to the performance of

other companies or of indexes or may be based upon absolute values or values determined on a per-share basis.

Except

for non-GAAP metrics, all financial terms are used as defined under Generally Accepted Accounting Principles (“GAAP”) and

all determinations shall be made in accordance with GAAP, as applied by the Company in the preparation of its periodic reports to shareholders.

Unless

the Committee provides otherwise at the time of establishing the Performance Goals, for each fiscal year of the Company, there shall

be objectively determinable adjustments, as determined in accordance with GAAP, to any of the Performance Criteria described above for

one or more of the items of gain, loss, profit or expense: (A) determined to be extraordinary or unusual in nature or infrequent

in occurrence, (B) related to the disposal of a segment of a business, (C) related to a change in accounting principle under

GAAP, (D) related to discontinued operations that do not qualify as a segment of a business under GAAP, and (E) attributable

to the business operations of any entity acquired by the Company during the fiscal year; and the Committee may make objectively determinable

adjustments, as determined in accordance with GAAP, to any of the Performance Criteria described above, to reflect any of the following

events not otherwise described in clauses (A) through (E) above: (i) asset write-downs; (ii) litigation or claim

judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting

reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in

Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) 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;

(vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category

thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change

in the Company’s fiscal year.

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No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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