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Sample Business Contracts

2003 Outside Advisors Stock Incentive Plan - Luminent Mortgage Capital Inc.

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                         LUMINENT MORTGAGE CAPITAL, INC.
                   2003 OUTSIDE ADVISORS STOCK INCENTIVE PLAN

1.   PURPOSE OF PLAN

        The purpose of the Luminent Mortgage Capital, Inc. 2003 Outside Advisors
        Stock Incentive Plan (this "Plan") is to provide an additional means to
        compensate the Corporation's Management Company and to provide an
        additional incentive for the Management Company and certain of its
        directors, employees and other eligible persons to enhance the value of
        the Common Stock and to help further align their interests with those of
        the Corporation's stockholders. As used herein, "Corporation" means
        Luminent Mortgage Capital, Inc., a Maryland corporation. As used herein,
        "Management Company" means Seneca Capital Management, LLC, or any
        affiliate of Seneca Capital Management, LLC, who shall succeed as the
        manager of the Corporation under that certain Management Agreement,
        dated on or about June 11, 2003, by and between the Corporation and
        Seneca Capital Management, LLC.

2.   ELIGIBILITY

        2.1     Eligible Persons. The Administrator (as such term is defined in
                Section 3.1) may grant awards under this Plan only to those
                persons that the Administrator determines to be Eligible
                Persons. An "Eligible Person" is the Management Company, any
                affiliate or subsidiary of the Management Company, and any
                person who is either: (a) an officer (whether or not a director)
                or employee of the Management Company or one of its affiliates
                or subsidiaries; or (b) a director of the Management Company or
                one of its affiliates or subsidiaries. An Eligible Person who
                has been granted an award (a "participant") may, if otherwise
                eligible, be granted additional awards if the Administrator
                shall so determine.

        2.2     Ownership Limit. Notwithstanding anything else contained herein
                or in any award hereunder to the contrary, no Person may receive
                Common Stock upon the grant, exercise or payment of an award to
                the extent that it will cause such Person to Beneficially Own or
                Constructively Own Capital Stock in excess of the Ownership
                Limit. If a Person would be entitled to receive or acquire
                shares of Common Stock but for the limitation of the preceding
                sentence, the Corporation shall have the right to deliver to the
                Person, in lieu of Common Stock, a check or cash in the amount
                equal to the value of the Common Stock otherwise deliverable,
                subject to any applicable tax withholding or other authorized
                deductions. For purposes of this limitation, the terms "Person,"
                "Beneficially Own," "Constructively Own," "Capital Stock," and
                "Ownership Limit" are used as defined in the Corporation's
                Articles of Incorporation.

3.   PLAN ADMINISTRATION

        3.1     The Administrator. This Plan shall be administered by and all
                awards under this Plan shall be authorized by the Administrator.
                The "Administrator" means the Board of Directors of the
                Corporation (the "Board") or one or more committees

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                appointed by the Board or another committee (within its
                delegated authority) to administer all or certain aspects of
                this Plan. Any such committee shall be comprised solely of one
                or more directors or such number of directors as may be required
                under applicable law. A committee may delegate some or all of
                its authority to another committee so constituted. The Board may
                delegate different levels of authority to different committees
                with administrative and grant authority under this Plan. Unless
                otherwise provided in the Bylaws of the Corporation or the
                applicable charter of any Administrator: (a) a majority of the
                members of the acting Administrator shall constitute a quorum,
                and (b) the vote of a majority of the members present assuming
                the presence of a quorum or the unanimous written consent of the
                members of the Administrator shall constitute action by the
                acting Administrator.

        3.2     Powers of the Administrator. Subject to the express provisions
                of this Plan and compliance with Section 2-203 of the Maryland
                General Corporation Law, the Administrator is authorized and
                empowered to do all things necessary or desirable in connection
                with the authorization of awards and the administration of this
                Plan (in the case of a committee, within the authority delegated
                to that committee), including, without limitation, the authority
                to:

                (a)     determine eligibility and, from among those persons
                        determined to be eligible, the particular Eligible
                        Persons who will receive an award under this Plan;

                (b)     grant awards to Eligible Persons, determine the price at
                        which securities will be offered or awarded and the
                        number of securities to be offered or awarded to any of
                        such persons, determine the other specific terms and
                        conditions of such awards consistent with the express
                        limits of this Plan, establish the installments (if any)
                        in which such awards shall become exercisable or shall
                        vest (which may include, without limitation, performance
                        and/or time-based schedules), or determine that no
                        delayed exercisability or vesting is required, establish
                        any applicable performance targets, and establish the
                        events of termination or reversion of such awards;

                (c)     approve the forms of award agreements (which need not be
                        identical either as to type of award or among
                        participants);

                (d)     construe and interpret this Plan and any agreements
                        defining the rights and obligations of the Corporation
                        and participants under this Plan, further define the
                        terms used in this Plan, and prescribe, amend and
                        rescind rules and regulations relating to the
                        administration of this Plan or the awards granted under
                        this Plan;

                (e)     cancel, modify, or waive the Corporation's rights with
                        respect to, or modify, discontinue, suspend, or
                        terminate any or all outstanding awards, subject to any
                        required consent under Section 8.6.5;

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                (f)     accelerate or extend the vesting or exercisability or
                        extend the term of any or all such outstanding awards
                        (in the case of options or stock appreciation rights,
                        within the maximum ten-year term of such awards) in such
                        circumstances as the Administrator may deem appropriate
                        (including, without limitation, in connection with a
                        termination of employment or services or other events of
                        a personal nature) subject to any required consent under
                        Section 8.6.5;

                (g)     adjust the number of shares of Common Stock subject to
                        any award, adjust the price of any or all outstanding
                        awards, reprice any or all outstanding awards (by
                        amendment, exchange or other means) or otherwise change
                        previously imposed terms and conditions, in such
                        circumstances as the Administrator may deem appropriate,
                        in each case subject to Sections 4 and 8.6;

                (h)     determine the date of grant of an award, which may be a
                        designated date after but not before the date of the
                        Administrator's action (unless otherwise designated by
                        the Administrator, the date of grant of an award shall
                        be the date upon which the Administrator took the action
                        granting an award);

                (i)     determine whether, and the extent to which, adjustments
                        are required pursuant to Section 7 hereof and authorize
                        the termination, conversion, substitution or succession
                        of awards upon the occurrence of an event of the type
                        described in Section 7;

                (j)     acquire or settle (subject to Sections 7 and 8.6) rights
                        under awards in cash, stock of equivalent value, or
                        other consideration; and

                (k)     determine the fair market value of the Common Stock or
                        awards under this Plan from time to time and/or the
                        manner in which such value will be determined.

        3.3     Binding Determinations. Any action taken by, or inaction of, the
                Corporation or any of its subsidiaries, or the Administrator
                relating or pursuant to this Plan and within its authority
                hereunder or under applicable law shall be within the absolute
                discretion of that entity or body and shall be conclusive and
                binding upon all persons. Neither the Board nor any Board
                committee, nor any member thereof or person acting at the
                direction thereof, shall be liable for any act, omission,
                interpretation, construction or determination made in good faith
                in connection with this Plan (or any award made under this
                Plan), and all such persons shall be entitled to indemnification
                and reimbursement by the Corporation in respect of any claim,
                loss, damage or expense (including, without limitation,
                attorneys' fees) arising or resulting therefrom to the fullest
                extent permitted by law and/or under any directors and officers
                liability insurance coverage that may be in effect from time to
                time.

        3.4     Reliance on Experts. In making any determination or in taking or
                not taking any action under this Plan, the Board or a committee,
                as the case may be, may obtain

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                and may rely upon the advice of experts, including employees and
                professional advisors to the Corporation. No director, officer
                or agent of the Corporation shall be liable for any such action
                or determination taken or made or omitted in good faith.

        3.5     Delegation. The Administrator may delegate ministerial,
                non-discretionary functions to individuals who are officers or
                employees of the Corporation or to third parties.

4.   SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS

        4.1     Shares Available. Subject to the provisions of Section 7.1, the
                capital stock that may be delivered under this Plan shall be
                shares of the Corporation's authorized but unissued Common Stock
                and any shares of its Common Stock held as treasury shares. For
                purposes of this Plan, "Common Stock" shall mean the common
                stock of the Corporation and such other securities or property
                as may become the subject of awards under this Plan, or may
                become subject to such awards, pursuant to an adjustment made
                under Section 7.1.

        4.2     Share Limits. The maximum number of shares of Common Stock that
                may be delivered pursuant to awards granted to Eligible Persons
                under this Plan (the "Share Limit") is equal to (a) 1,000,000
                shares, minus (b) the number of any shares of Common Stock
                issued under (and not reacquired pursuant to) the Corporation's
                2003 Stock Incentive Plan. The foregoing numerical limit is
                subject to adjustment as contemplated by Section 4.3, Section
                7.1, and Section 8.10.

        4.3     Awards Settled in Cash, Reissue of Awards and Shares. To the
                extent that an award is settled in cash or a form other than
                shares of Common Stock, the shares that would have been
                delivered had there been no such cash or other settlement shall
                not be counted against the shares available for issuance under
                this Plan. In the event that shares are delivered in respect of
                a dividend equivalent, stock appreciation right, or other award,
                only the actual number of shares delivered with respect to the
                award shall be counted against the share limits of this Plan.
                Shares that are subject to or underlie awards which expire or
                for any reason are cancelled or terminated, are forfeited, fail
                to vest, or for any other reason are not paid or delivered under
                this Plan shall again be available for subsequent awards under
                this Plan. Shares that are exchanged by a participant or
                withheld by the Corporation as full or partial payment in
                connection with any award under this Plan, as well as any shares
                exchanged by a participant or withheld by the Corporation to
                satisfy the tax withholding obligations related to any award
                under this Plan, shall be available for subsequent awards under
                this Plan.

        4.4     Reservation of Shares; No Fractional Shares; Minimum Issue. The
                Corporation shall at all times reserve a number of shares of
                Common Stock sufficient to cover the Corporation's obligations
                and contingent obligations to deliver shares with respect to
                awards then outstanding under this Plan (exclusive of any
                dividend equivalent obligations to the extent the Corporation
                has the right to settle such rights in cash). No fractional
                shares shall be delivered under this

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                Plan. The Administrator may pay cash in lieu of any fractional
                shares in settlements of awards under this Plan. No fewer than
                one hundred (100) shares may be purchased on exercise of any
                award (or, in the case of stock appreciation or purchase rights,
                no fewer than one hundred (100) rights may be exercised at any
                one time) unless the total number purchased or exercised is the
                total number at the time available for purchase or exercise
                under the award.

5.   AWARDS

        5.1     Type and Form of Awards. The Administrator shall determine the
                type or types of award(s) to be made to each selected Eligible
                Person. Awards may be granted singly, in combination or in
                tandem. Awards also may be made in combination or in tandem
                with, in replacement of, as alternatives to, or as the payment
                form for grants or rights under any other employee or
                compensation plan of the Corporation. The types of awards that
                may be granted under this Plan are:

                5.1.1 Stock Options. A stock option is the grant of a right to
                purchase a specified number of shares of Common Stock during a
                specified period as determined by the Administrator. The maximum
                term of each option shall be ten (10) years. The per share
                exercise price for each option shall be determined by the
                Administrator and set forth in the applicable award agreement.
                When an option is exercised, the exercise price for the shares
                to be purchased shall be paid in full in cash or such other
                method permitted by the Administrator consistent with Section
                5.4.

                5.1.2 Stock Appreciation Rights. A stock appreciation right or
                "SAR" is a right to receive a payment, in cash and/or Common
                Stock, equal to the excess of the fair market value of a
                specified number of shares of Common Stock on the date the SAR
                is exercised over a per share amount (the "base price")
                determined by the Administrator and set forth in the applicable
                award agreement. The maximum term of an SAR shall be ten (10)
                years. The Administrator may grant limited SARs which are
                exercisable only upon a change in control or other specified
                event and may be payable based on the spread between the base
                price of the SAR and the fair market value of a share of Common
                Stock during a specified period or at a specified time within a
                specified period before, after or including the date of such
                event.

                5.1.3 Other Awards. The other types of awards that may be
                granted under this Plan include: (a) stock bonuses, restricted
                stock, performance stock, stock units, phantom stock, dividend
                equivalents, or similar rights to purchase or acquire shares,
                whether at a fixed or variable price or ratio related to the
                Common Stock, upon the passage of time, the occurrence of one or
                more events, or the satisfaction of performance criteria or
                other conditions, or any combination thereof; or (b) any similar
                securities with a value derived from the value of or related to
                the Common Stock and/or returns thereon.

        5.2     Award Agreements. Each award shall be evidenced by a written
                award agreement in the form approved by the Administrator and
                executed on behalf of the Corporation and, if required by the
                Administrator, executed by the recipient of

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                the award. The Administrator may authorize any officer of the
                Corporation (other than the particular award recipient) to
                execute any or all award agreements on behalf of the
                Corporation. The award agreement shall set forth the material
                terms and conditions of the award as established by the
                Administrator consistent with the express limitations of this
                Plan.

        5.3     Deferrals and Settlements. Payment of awards may be in the form
                of cash, Common Stock, other awards or combinations thereof as
                the Administrator shall determine, and with such restrictions as
                it may impose. The Administrator may also require or permit
                participants to elect to defer the issuance of shares or the
                settlement of awards in cash under such rules and procedures as
                it may establish under this Plan. The Administrator may also
                provide that deferred settlements include the payment or
                crediting of interest or other earnings on the deferral amounts,
                or the payment or crediting of dividend equivalents where the
                deferred amounts are denominated in shares.

        5.4     Consideration for Common Stock or Awards. The purchase price for
                any award granted under this Plan or the Common Stock to be
                delivered pursuant to an award, as applicable, may be paid by
                means of any lawful consideration as determined by the
                Administrator, including, without limitation, one or a
                combination of the following methods:

                .       services rendered by the recipient of such award;

                .       cash, check payable to the order of the Corporation, or
                        electronic funds transfer;

                .       notice and third party payment in such manner as may be
                        authorized by the Administrator;

                .       the delivery of previously owned shares of Common Stock;

                .       by a reduction in the number of shares otherwise
                        deliverable pursuant to the award;

                .       by delivery of one or more promissory notes from the
                        Eligible Person, provided that any such note shall be
                        subject to terms and conditions established by the
                        Administrator and the requirements of applicable law; or

                .       subject to such procedures as the Administrator may
                        adopt, pursuant to a "cashless exercise" with a third
                        party who provides financing for the purposes of (or who
                        otherwise facilitates) the purchase or exercise of
                        awards.

                In no event shall any shares newly-issued by the Corporation be
                issued for less than the minimum lawful consideration for such
                shares or for consideration other than consideration permitted
                by applicable state law. In the event that the Administrator
                allows a participant to exercise an award by delivering shares
                of Common Stock previously owned by such participant and unless
                otherwise expressly provided by the Administrator, any shares
                delivered which were

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                initially acquired by the participant from the Corporation (upon
                exercise of a stock option or otherwise) must have been owned by
                the participant at least six months as of the date of delivery.
                Shares of Common Stock used to satisfy the exercise price of an
                option shall be valued at their fair market value on the date of
                exercise. The Corporation will not be obligated to deliver any
                shares unless and until it receives full payment of the exercise
                or purchase price therefor and any related withholding
                obligations under Section 8.5 and any other conditions to
                exercise or purchase have been satisfied. Unless otherwise
                expressly provided in the applicable award agreement, the
                Administrator may at any time eliminate or limit a participant's
                ability to pay the purchase or exercise price of any award or
                shares by any method other than cash payment to the Corporation.

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        5.5     Definition of Fair Market Value. For purposes of this Plan,
                "fair market value" shall mean, unless otherwise determined or
                provided by the Administrator in the circumstances: (a) the
                closing price of a share of Common Stock as reported on the
                composite tape of the principal national securities exchange on
                which the Common Stock is listed or admitted to trade (the
                "Exchange") for the date in question or, if no sales of Common
                Stock were made on the Exchange on that date (or if the market
                has not closed at the applicable time), the closing price of a
                share of Common Stock as reported on the composite tape of the
                Exchange for the next preceding day on which sales of Common
                Stock were made on the Exchange; or (b) if the stock is not
                listed or admitted to trade on a national securities exchange,
                then the last trading price for a share of Common Stock for the
                date in question (or as of the most recent trading date if there
                were no sales of Common Stock on the date in question or if the
                market has not closed at the applicable time) as furnished by
                the National Association of Securities Dealers, Inc. ("NASD").
                The Administrator may, however, provide with respect to one or
                more awards that the fair market value shall equal the last
                closing or trading price of a share of Common Stock as reported
                on the composite tape of the Exchange or by the NASD available
                on the date in question or the average of the high and low
                prices, or the average of the bid and asked prices, of a share
                of Common Stock as reported on the composite tape of the
                Exchange or by the NASD (or by a similar organization if the
                NASD is no longer reporting such information) for the date in
                question or the most recent trading day. If the Common Stock is
                not listed or admitted to trade on a national securities
                exchange and if prices for the Common Stock are not furnished by
                the NASD, or if the Common Stock is not actively traded as of
                the applicable date, the fair market value of the Common Stock
                shall be the value as reasonably determined by the Administrator
                for purposes of the award in the circumstances. The
                Administrator also may adopt a different methodology for
                determining fair market value with respect to one or more awards
                if a different methodology is necessary or advisable to secure
                any intended favorable tax, legal or other treatment for the
                particular award(s) (for example, and without limitation, the
                Administrator may provide that fair market value for purposes of
                one or more awards will be based on an average of closing prices
                (or the average of high and low daily trading prices) for a
                specified period preceding the relevant date).

        5.6     TRANSFER RESTRICTIONS.

                5.6.1 Limitations on Exercise and Transfer. Unless otherwise
                expressly provided in (or pursuant to) this Section 5.6, by
                applicable law and by the award agreement, as the same may be
                amended, (a) all awards are non-transferable and shall not be
                subject in any manner to sale, transfer, anticipation,
                alienation, assignment, pledge, encumbrance or charge; (b)
                awards shall be exercised only by the participant; and (c)
                amounts payable or shares issuable pursuant to any award shall
                be delivered only to (or for the account of) the participant.

                5.6.2 Further Exceptions to Limits on Transfer. The exercise and
                transfer restrictions in Section 5.6.1 shall not apply to:

                (a)     transfers to the Corporation,

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                (b)     the designation of a beneficiary to receive benefits in
                        the event of the participant's death or, if the
                        participant has died, transfers to or exercise by the
                        participant's beneficiary, or, in the absence of a
                        validly designated beneficiary, transfers by will or the
                        laws of descent and distribution,

                (c)     transfers by gift to "immediate family" as that term is
                        defined in Rule 16a-1(e) promulgated under the
                        Securities Exchange Act of 1934, as amended,

                (d)     if the participant has suffered a disability, permitted
                        transfers or exercises on behalf of the participant by
                        his or her legal representative, or

                (e)     the authorization by the Administrator of "cashless
                        exercise" procedures with third parties who provide
                        financing for the purpose of (or who otherwise
                        facilitate) the exercise of awards consistent with
                        applicable laws and the express authorization of the
                        Administrator.

                Notwithstanding the foregoing or anything in Section 5.6.1,
                restricted stock awards shall be subject to any and all
                additional transfer restrictions under the Code to the extent
                necessary to maintain the intended tax consequences of such
                awards. Notwithstanding clause (c) above but subject to
                compliance with all applicable laws, any contemplated transfer
                by gift to "immediate family" as referenced in clause (c) above
                is subject to the condition precedent that the transfer be
                approved by the Administrator in order for it to be effective.

        5.7     Tandem Awards. The Administrator may grant an award to the
                Management Company and a corresponding "tandem" award to another
                Eligible Person and provide with respect to such awards that the
                Management Company's award shall not be payable or exercisable
                unless and until the related tandem award terminates and/or that
                an exercise or payment of either of such award shall result in a
                corresponding reduction in the number of shares subject to or
                other potential benefits in respect of the other award. Any such
                awards shall be subject to such other terms and conditions as
                the Administrator shall prescribe in the circumstances.

6.   EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS

        6.1     General. The Administrator shall establish the effect of a
                termination of employment or service on the rights and benefits
                under each award under this Plan and in so doing may make
                distinctions based upon, inter alia, the cause of termination
                and type of award.

        6.2     Events Not Deemed Terminations of Employment. Unless the
                Administrator otherwise provides, the employment relationship
                shall not be considered terminated in the case of (a) sick
                leave, (b) military leave, or (c) any other leave of absence
                authorized by the Management Company or the Administrator;
                provided that unless reemployment upon the expiration of such
                leave is guaranteed by contract or law, such leave is for a
                period of not more than ninety (90) days. In the case of any
                employee of the Management Company on an approved leave of
                absence, continued vesting of the award while on leave from the
                employ of the Management Company may be suspended until the
                employee returns to service,

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                unless the Administrator otherwise provides or applicable law
                otherwise requires. In no event shall an award be exercised
                after the expiration of the term set forth in the award
                agreement.

        6.3     Effect of Change of Subsidiary Status. For purposes of this Plan
                and any award, if an entity ceases to be a subsidiary of or
                other entity controlled by the Management Company a termination
                of employment or service shall be deemed to have occurred with
                respect to each Eligible Person in respect of such entity who
                does not continue as an Eligible Person in respect of another
                entity within the Management Company after giving effect to the
                entity's change in status.

7.   ADJUSTMENTS; ACCELERATION

        7.1     Adjustments. Upon or in contemplation of: any reclassification,
                recapitalization, stock split (including a stock split in the
                form of a stock dividend) or reverse stock split ("stock
                split"); any merger, combination, consolidation, or other
                reorganization; any spin-off, split-up, or similar extraordinary
                dividend distribution in respect of the Common Stock (whether in
                the form of securities or property); any exchange of Common
                Stock or other securities of the Corporation, or any similar,
                unusual or extraordinary corporate transaction in respect of the
                Common Stock; or a sale of all or substantially all the business
                or assets of the Corporation as an entirety; then the
                Administrator shall, in such manner, to such extent (if any) and
                at such time as it deems appropriate and equitable in the
                circumstances:

                (a)     proportionately adjust any or all of (1) the number and
                        type of shares of Common Stock (or other securities)
                        that thereafter may be made the subject of awards
                        (including the specific share limits, maximums and
                        numbers of shares set forth elsewhere in this Plan), (2)
                        the number, amount and type of shares of Common Stock
                        (or other securities or property) subject to any or all
                        outstanding awards, (3) the grant, purchase, or exercise
                        price (which term includes the base price of any SAR or
                        similar right) of any or all outstanding awards, (4) the
                        securities, cash or other property deliverable upon
                        exercise or payment of any outstanding awards, or (5)
                        (subject to Section 7.7) the performance standards
                        applicable to any outstanding awards, or

                (b)     make provision for a cash payment or for the assumption,
                        substitution or exchange of any or all outstanding
                        share-based awards or the cash, securities or property
                        deliverable to the holder of any or all outstanding
                        share-based awards, based upon the distribution or
                        consideration payable to holders of the Common Stock
                        upon or in respect of such event.

                The Administrator may adopt such valuation methodologies for
                outstanding awards as it deems reasonable in the event of a cash
                or property settlement and, in the case of options, SARs or
                similar rights, but without limitation on other methodologies,
                may base such settlement solely upon the excess if any of the
                per share amount payable upon or in respect of such event over
                the exercise or base price of the award.

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                In any of such events, the Administrator may take such action
                prior to such event to the extent that the Administrator deems
                the action necessary to permit the participant to realize the
                benefits intended to be conveyed with respect to the underlying
                shares in the same manner as is or will be available to
                stockholders generally. In the case of any stock split or
                reverse stock split, if no action is taken by the Administrator,
                the proportionate adjustments contemplated by clause (a) above
                shall nevertheless be made.

        7.2     Automatic Acceleration of Awards. Upon a dissolution of the
                Corporation or other event described in Section 7.1 that the
                Corporation does not survive (or does not survive as a public
                company in respect of its Common Stock), then each then
                outstanding option and SAR shall become fully vested, all shares
                of restricted stock then outstanding shall fully vest free of
                restrictions, and each other award granted under this Plan that
                is then outstanding shall become payable to the holder of such
                award; provided that such acceleration provision shall not
                apply, unless otherwise expressly provided by the Administrator,
                with respect to any award to the extent that the Administrator
                has made a provision for the substitution, assumption, exchange
                or other continuation or settlement of the award, or the award
                would otherwise continue in accordance with its terms, in the
                circumstances.

        7.3     Possible Acceleration of Awards. Without limiting Section 7.2,
                in the event of a Change in Control Event (as defined below),
                the Administrator may, in its discretion, provide that any
                outstanding option or SAR shall become fully vested, that any
                share of restricted stock then outstanding shall fully vest free
                of restrictions, and that any other award granted under this
                Plan that is then outstanding shall be payable to the holder of
                such award. The Administrator may take such action with respect
                to all awards then outstanding or only with respect to certain
                specific awards identified by the Administrator in the
                circumstances. For purposes of this Plan, "Change in Control
                Event" means any of the following:

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                (a)     The acquisition by any individual, entity or group
                        (within the meaning of Section 13(d)(3) or 14(d)(2) of
                        the Securities Exchange Act of 1934, as amended (a
                        "Person")) of beneficial ownership (within the meaning
                        of Rule 13d-3 promulgated under the Securities Exchange
                        Act of 1934, as amended) of 20% or more of either (1)
                        the then-outstanding shares of common stock of the
                        Corporation (the "Outstanding Company Common Stock") or
                        (2) the combined voting power of the then-outstanding
                        voting securities of the Corporation entitled to vote
                        generally in the election of directors (the "Outstanding
                        Company Voting Securities"); provided, however, that,
                        for purposes of this definition, the following
                        acquisitions shall not constitute a Change in Control
                        Event; (A) any acquisition directly from the
                        Corporation, (B) any acquisition by the Corporation, (C)
                        any acquisition by any employee benefit plan (or related
                        trust) sponsored or maintained by the Corporation or any
                        affiliate of the Corporation or a successor, or (D) any
                        acquisition by any entity pursuant to a transaction that
                        complies with Sections (c)(1), (2) and (3) below;

                (b)     Individuals who, as of the Effective Date, constitute
                        the Board (the "Incumbent Board") cease for any reason
                        to constitute at least a majority of the Board;
                        provided, however, that any individual becoming a
                        director subsequent to the Effective Date whose
                        election, or nomination for election by the
                        Corporation's stockholders, was approved by a vote of at
                        least two-thirds of the directors then comprising the
                        Incumbent Board (including for these purposes, the new
                        members whose election or nomination was so approved,
                        without counting the member and his predecessor twice)
                        shall be considered as though such individual were a
                        member of the Incumbent Board, but excluding, for this
                        purpose, any such individual whose initial assumption of
                        office occurs as a result of an actual or threatened
                        election contest with respect to the election or removal
                        of directors or other actual or threatened solicitation
                        of proxies or consents by or on behalf of a Person other
                        than the Board;

                (c)     Consummation of a reorganization, merger, statutory
                        share exchange or consolidation or similar corporate
                        transaction involving the Corporation or any of its
                        Subsidiaries, a sale or other disposition of all or
                        substantially all of the assets of the Corporation, or
                        the acquisition of assets or stock of another entity by
                        the Corporation or any of its Subsidiaries (each, a
                        "Business Combination"), in each case unless, following
                        such Business Combination, (1) all or substantially all
                        of the individuals and entities that were the beneficial
                        owners of the Outstanding Company Common Stock and the
                        Outstanding Company Voting Securities immediately prior
                        to such Business Combination beneficially own, directly
                        or indirectly, more than 50% of the then-outstanding
                        shares of common stock and the combined voting power of
                        the then-outstanding voting securities entitled to vote
                        generally in the election of directors, as the case may
                        be, of the entity resulting from such Business
                        Combination (including, without limitation, an entity
                        that, as a result of such transaction, owns the
                        Corporation or all or substantially all of the
                        Corporation's assets directly or through one or more
                        subsidiaries (a "Parent")) in substantially the same
                        proportions as

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<PAGE>

                        their ownership immediately prior to such Business
                        Combination of the Outstanding Company Common Stock and
                        the Outstanding Company Voting Securities, as the case
                        may be, (2) no Person (excluding any entity resulting
                        from such Business Combination or a Parent or any
                        employee benefit plan (or related trust) of the
                        Corporation or such entity resulting from such Business
                        Combination or Parent) beneficially owns, directly or
                        indirectly, 20% or more of, respectively, the
                        then-outstanding shares of common stock of the entity
                        resulting from such Business Combination or the combined
                        voting power of the then-outstanding voting securities
                        of such entity, except to the extent that the ownership
                        in excess of 20% existed prior to the Business
                        Combination, and (3) at least a majority of the members
                        of the board of directors or trustees of the entity
                        resulting from such Business Combination or a Parent
                        were members of the Incumbent Board at the time of the
                        execution of the initial agreement or of the action of
                        the Board providing for such Business Combination; or

                (d)     Approval by the stockholders of the Corporation of a
                        complete liquidation or dissolution of the Corporation
                        other than in the context of a transaction that does not
                        constitute a Change in Control Event under clause (c)
                        above.

        7.4     Early Termination of Awards. Any award that has been accelerated
                as required or contemplated by Section 7.2 or 7.3 (or would have
                been so accelerated but for Section 7.5, 7.6 or 7.7) shall
                terminate upon the related event referred to in Section 7.2 or
                7.3, as applicable, subject to any provision that has been
                expressly made by the Administrator, through a plan of
                reorganization or otherwise, for the survival, substitution,
                assumption, exchange or other continuation or settlement of such
                award and provided that, in the case of options and SARs that
                will not survive, be substituted for, assumed, exchanged, or
                otherwise continued or settled in the transaction, the holder of
                such award shall be given reasonable advance notice of the
                impending termination and a reasonable opportunity to exercise
                his or her outstanding options and SARs in accordance with their
                terms before the termination of such awards (except that in no
                case shall more than ten days' notice of accelerated vesting and
                the impending termination be required and any acceleration may
                be made contingent upon the actual occurrence of the event).

        7.5     Other Acceleration Rules. Any acceleration of awards pursuant to
                this Section 7 shall comply with applicable legal requirements
                and, if necessary to accomplish the purposes of the acceleration
                or if the circumstances require, may be deemed by the
                Administrator to occur a limited period of time not greater than
                thirty (30) days before the event. Without limiting the
                generality of the foregoing, the Administrator may deem an
                acceleration to occur immediately prior to the applicable event
                and/or reinstate the original terms of an award if an event
                giving rise to an acceleration does not occur. The Administrator
                may override the provisions of Section 7.2, 7.3, 7.4 and/or 7.6
                by express provision in the award agreement and may accord any
                Eligible Person a right to refuse any acceleration, whether
                pursuant to the award agreement or otherwise, in such
                circumstances as the Administrator may approve.

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<PAGE>

        7.6     Possible Rescission of Acceleration. If the vesting of an award
                has been accelerated expressly in anticipation of an event or
                upon stockholder approval of an event and the Administrator
                later determines that the event will not occur, the
                Administrator may rescind the effect of the acceleration as to
                any then outstanding and unexercised or otherwise unvested
                awards.

        7.7     Golden Parachute Limitation. Notwithstanding anything else
                contained in this Section 7 to the contrary, in no event shall
                an award be accelerated under this Plan to an extent or in a
                manner which would not be fully deductible by the Corporation
                for federal income tax purposes because of Section 280G of the
                Code, nor shall any payment hereunder be accelerated to the
                extent any portion of such accelerated payment would not be
                deductible by the Corporation because of Section 280G of the
                Code. If a participant would be entitled to benefits or payments
                hereunder and under any other plan or program that would
                constitute "parachute payments" as defined in Section 280G of
                the Code, then the participant may by written notice to the
                Corporation designate the order in which such parachute payments
                will be reduced or modified so that the Corporation is not
                denied federal income tax deductions for any "parachute
                payments" because of Section 280G of the Code. Notwithstanding
                the foregoing, an employment or other agreement with the
                participant may expressly provide for benefits in excess of
                amounts determined by applying the foregoing Section 280G
                limitations.

8.   OTHER PROVISIONS

        8.1     Compliance with Laws. This Plan, the granting and vesting of
                awards under this Plan, the offer, issuance and delivery of
                shares of Common Stock, the acceptance of promissory notes
                and/or the payment of money under this Plan or under awards are
                subject to compliance with all applicable federal and state
                laws, rules and regulations (including but not limited to state
                and federal securities law, federal margin requirements) and to
                such approvals by any listing, regulatory or governmental
                authority as may, in the opinion of counsel for the Corporation,
                be necessary or advisable in connection therewith. The person
                acquiring any securities under this Plan will, if requested by
                the Corporation, provide such assurances and representations to
                the Corporation as the Administrator may deem necessary or
                desirable to assure compliance with all applicable legal and
                accounting requirements.

        8.2     Employment Status. No person shall have any claim or rights to
                be granted an award (or additional awards, as the case may be)
                under this Plan, subject to any express contractual rights (set
                forth in a document other than this Plan) to the contrary.

        8.3     No Employment/Service Contract. Nothing contained in this Plan
                (or in any other documents under this Plan or in any award)
                shall confer upon any Eligible Person or other participant any
                right to continue in the employ or other service of the
                Corporation or the Management Company or the affiliates of
                either of them, constitute any contract or agreement of
                employment or other service or affect an employee's status as an
                employee at will, nor shall interfere in any way with the right
                of the Corporation, the Management Company, or their respective
                affiliates

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<PAGE>

                to change a person's compensation or other benefits, or to
                terminate his or her employment or other service, with or
                without cause. Nothing in this Section 8.3, however, is intended
                to adversely affect any express independent right of such person
                under a separate employment or service contract other than an
                award agreement.

        8.4     Plan Not Funded. Awards payable under this Plan shall be payable
                in shares or from the general assets of the Corporation, and no
                special or separate reserve, fund or deposit shall be made to
                assure payment of such awards. No participant, beneficiary or
                other person shall have any right, title or interest in any fund
                or in any specific asset (including shares of Common Stock,
                except as expressly otherwise provided) of the Corporation by
                reason of any award hereunder. Neither the provisions of this
                Plan (or of any related documents), nor the creation or adoption
                of this Plan, nor any action taken pursuant to the provisions of
                this Plan shall create, or be construed to create, a trust of
                any kind or a fiduciary relationship between the Corporation and
                any participant, beneficiary or other person. To the extent that
                a participant, beneficiary or other person acquires a right to
                receive payment pursuant to any award hereunder, such right
                shall be no greater than the right of any unsecured general
                creditor of the Corporation.

        8.5     Tax Withholding. Upon any exercise, vesting, or payment of any
                award, the Corporation shall have the right at its option to:

                (a)     require the participant (or the participant's personal
                        representative or beneficiary, as the case may be) to
                        pay or provide for payment of at least the minimum
                        amount of any taxes which the Corporation or its
                        affiliates may be required to withhold with respect to
                        such award event or payment; or

                (b)     deduct from any amount otherwise payable in cash to the
                        participant (or the participant's personal
                        representative or beneficiary, as the case may be) the
                        minimum amount of any taxes which the Corporation or its
                        affiliates may be required to withhold with respect to
                        such cash payment.

                In any case where a tax is required to be withheld in connection
                with the delivery of shares of Common Stock under this Plan, the
                Administrator may in its sole discretion (subject to Section
                8.1) grant (either at the time of the award or thereafter) to
                the participant the right to elect, pursuant to such rules and
                subject to such conditions as the Administrator may establish,
                to have the Corporation reduce the number of shares to be
                delivered by (or otherwise reacquire) the appropriate number of
                shares, valued in a consistent manner at their fair market value
                or at the sales price in accordance with authorized procedures
                for cashless exercises, necessary to satisfy the minimum
                applicable withholding obligation on exercise, vesting or
                payment. In no event shall the shares withheld exceed the
                minimum whole number of shares required for tax withholding
                under applicable law. The Corporation may, with the
                Administrator's approval, accept one or more promissory notes
                from any Eligible Person in connection with taxes required to be
                withheld upon the exercise, vesting or payment of any award
                under

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<PAGE>

                this Plan; provided that any such note shall be subject to terms
                and conditions established by the Administrator and the
                requirements of applicable law.

        8.6     Effective Date, Termination and Suspension, Amendments.

                8.6.1 Effective Date. This Plan is effective as of June 4, 2003,
                the date of its approval by the Board (the "Effective Date").
                This Plan shall be submitted for and subject to stockholder
                approval no later than twelve months after the Effective Date.
                Unless earlier terminated by the Board, this Plan shall
                terminate at the close of business on the day before the tenth
                anniversary of the Effective Date. After the termination of this
                Plan either upon such stated expiration date or its earlier
                termination by the Board, no additional awards may be granted
                under this Plan, but previously granted awards (and the
                authority of the Administrator with respect thereto, including
                the authority to amend such awards) shall remain outstanding in
                accordance with their applicable terms and conditions and the
                terms and conditions of this Plan.

                8.6.2 Board Authorization. The Board may, at any time, terminate
                or, from time to time, amend, modify or suspend this Plan, in
                whole or in part. No awards may be granted during any period
                that the Board suspends this Plan.

                8.6.3 Stockholder Approval. To the extent then required by
                applicable law or any applicable listing agency or required
                under Sections 422 or 424 of the Code to preserve the intended
                tax consequences of this Plan, or deemed necessary or advisable
                by the Board, any amendment to this Plan shall be subject to
                stockholder approval.

                8.6.4 Amendments to Awards. Without limiting any other express
                authority of the Administrator under (but subject to) the
                express limits of this Plan, the Administrator by agreement or
                resolution may waive conditions of or limitations on awards to
                participants that the Administrator in the prior exercise of its
                discretion has imposed, without the consent of a participant,
                and (subject to the requirements of Sections 3.2 and 8.6.5) may
                make other changes to the terms and conditions of awards. Any
                amendment or other action that would constitute a repricing of
                an award is subject to the limitations set forth in Section
                3.2(g).

                8.6.5 Limitations on Amendments to Plan and Awards. No
                amendment, suspension or termination of this Plan or change of
                or affecting any outstanding award shall, without written
                consent of the participant, affect in any manner materially
                adverse to the participant any rights or benefits of the
                participant or obligations of the Corporation under any award
                granted under this Plan prior to the effective date of such
                change. Changes, settlements and other actions contemplated by
                Section 7 shall not be deemed to constitute changes or
                amendments for purposes of this Section 8.6.

        8.7     Privileges of Stock Ownership. Except as otherwise expressly
                authorized by the Administrator or this Plan, a participant
                shall not be entitled to any privilege of stock ownership as to
                any shares of Common Stock not actually delivered to and held of
                record by the participant. No adjustment will be made for
                dividends or

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<PAGE>

                other rights as a stockholder for which a record date is prior
                to such date of delivery.

        8.8     Governing Law; Severability.

                8.8.1 Choice of Law. This Plan, the awards, all documents
                evidencing awards and all other related documents shall be
                governed by, and construed in accordance with the laws of the
                State of Maryland.

                8.8.2 Severability. If a court of competent jurisdiction holds
                any provision invalid and unenforceable, the remaining
                provisions of this Plan shall continue in effect.

        8.9     Captions. Captions and headings are given to the sections and
                subsections of this Plan solely as a convenience to facilitate
                reference. Such headings shall not be deemed in any way material
                or relevant to the construction or interpretation of this Plan
                or any provision thereof.

        8.10    Non-Exclusivity of Plan. Nothing in this Plan shall limit or be
                deemed to limit the authority of the Board or the Administrator
                to grant awards or authorize any other compensation, with or
                without reference to the Common Stock, under any other plan or
                authority.

        8.11    No Corporate Action Restriction. The existence of this Plan, the
                award agreements and the awards granted hereunder shall not
                limit, affect or restrict in any way the right or power of the
                Board or the stockholders of the Corporation to make or
                authorize: (a) any adjustment, recapitalization, reorganization
                or other change in the capital structure or business of the
                Corporation or any subsidiary, (b) any merger, amalgamation,
                consolidation or change in the ownership of the Corporation or
                any subsidiary, (c) any issue of bonds, debentures, capital,
                preferred or prior preference stock ahead of or affecting the
                capital stock (or the rights thereof) of the Corporation or any
                subsidiary, (d) any dissolution or liquidation of the
                Corporation or any subsidiary, (e) any sale or transfer of all
                or any part of the assets or business of the Corporation or any
                subsidiary, or (f) any other corporate act or proceeding by the
                Corporation or any subsidiary. No participant, beneficiary or
                any other person shall have any claim under any award or award
                agreement against any member of the Board or the Administrator,
                or the Corporation or any employees, officers or agents of the
                Corporation or any subsidiary, as a result of any such action.

        8.12    Other Corporation Benefit and Compensation Programs. Payments
                and other benefits received by a participant under an award made
                pursuant to this Plan shall not be deemed a part of a
                participant's compensation for purposes of the determination of
                benefits under any other employee welfare or benefit plans or
                arrangements, if any, provided by the Corporation, except where
                the Administrator expressly otherwise provides or authorizes in
                writing. Awards under this Plan may be made in addition to, in
                combination with, as alternatives to or in payment of grants,
                awards or commitments under any other plans or arrangements of
                the Corporation.

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