AGREE REALTY CORP
2005 EQUITY INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>2
<FILENAME>k91787exv10w25.txt
<DESCRIPTION>2005 EQUITY INCENTIVE PLAN
<TEXT>
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                                                                   EXHIBIT 10.25

                            AGREE REALTY CORPORATION

                           2005 EOUITY INCENTIVE PLAN

GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Agree Realty Corporation 2005 Equity Incentive Plan
(the "Plan"). The purpose of the Plan is to encourage and enable the officers,
employees and Independent Directors of Agree Realty Corporation (the "Company")
and its Subsidiaries upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business to acquire a
proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company, thereby stimulating
their efforts on the Company's behalf and strengthening their desire to remain
with the Company.

The following terms shall be defined as set forth below:

"Act" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

"Administrator" is defined in Section 2(a).

"Award" or "Awards", except where referring to a particular category of grant
under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Deferred Stock Awards, Restricted Stock
Awards, Unrestricted Stock Awards, Dividend Equivalent Rights and Other
Stock-Based Awards.

"Board" means the Board of Directors of the Company.

"Change of Control" is defined in Section 16.

"Code" means the Internal Revenue Code of 1986, as amended, and any successor
Code, and related rules, regulations and interpretations.

"Committee" means the Committee of the Board referred to in Section 2.

"Deferred Stock Award" means Awards granted pursuant to Section 8.

"Dividend Equivalent Right" means Awards granted pursuant to Section 10.

"Effective Date" means the date on which the Plan is approved by stockholders as
set forth in Section 18.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder.

"Fair Market Value" on any given date means the last reported sale price at
which the shares of Stock are traded on such date, or, if no shares of Stock are
traded on such date, the most recent date on which the shares of Stock were
traded, as reported on the New York Stock

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Exchange or, if applicable, any other national stock exchange on which the
shares of Stock are traded.

"Incentive Stock Option" means any Stock Option designated and qualified as an
"incentive stock option" as defined in Section 422 of the Code.

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

"Non-Qualified Stock Option" means any Stock Option that is not an Incentive
Stock Option.

"Option" or "Stock Option" means any option to purchase Stock granted pursuant
to Section 5.

"Other Stock-Based Award" means any Award granted pursuant to Section 11.

"Performance Cycle" means one or more periods of time, which may be of varying
and overlapping durations, as the Administrator may select, over which the
attainment of one or more performance criteria will be measured for the purpose
of determining a grantee's right to and the payment of a Restricted Stock Award
or Deferred Stock Award.

"Restricted Stock Award" means Awards granted pursuant to Section 7.

"Stock" means the Common Stock, par value $0.0001 per share, of the Company,
subject to adjustments pursuant to Section 3.

"Stock Appreciation Right" means any Award granted pursuant to Section 6.

"Subsidiary" means Agree Limited Partnership and any corporation or other entity
(other than the Company) in any unbroken chain of corporations or other
entities, beginning with the Company if each of the corporations or entities
(other than the last corporation or entity in the unbroken chain) owns stock or
other interests possessing 50 percent or more of the economic interest or the
total combined voting power of all classes of stock or other interests in one of
the other corporations or entities in the chain.

"Unit" or "Units" means a unit or units of limited partnership interest in Agree
Limited Partnership, a Delaware limited partnership and the entity through which
the Company principally conducts its business

"Unrestricted Award" means any Award granted pursuant to Section 9.

SECTION 2 ADMINISTRATION OF PLAN: ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND
          DETERMINE AWARDS

(a) Committee. The Plan shall be administered by either the Board or a committee
of not less than two Independent Directors (in either case, the
"Administrator").

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(b) Powers of Administrator. The Administrator shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

      (i)   to select the individuals to whom Awards may from time to time be
            granted;

      (ii)  to determine the time or times of grant, and the extent, if any, of
            the Awards, and any combination thereof, granted to anyone or more
            grantees;

      (iii) to determine the number of shares of Stock to be covered by any
            Award;

      (iv)  to determine and modify from time to time the terms and conditions,
            including restrictions, not inconsistent with the terms of the Plan,
            of any Award, which terms and conditions may differ among individual
            Awards and grantees, and to approve the form of written instruments
            evidencing the Awards;

      (v)   to accelerate at any time the exercisability or vesting of all or
            any portion of any Award;

      (vi)  subject to the provisions of Section 5(a)(ii), to extend at any time
            the period in which Stock Options may be exercised;

      (vii) to determine at any time whether, to what extent, and under what
            circumstances distribution or the receipt of shares of Stock and
            other amounts payable with respect to an Award shall be deferred
            either automatically or at the election of the grantee and whether
            and to what extent the Company shall payor credit amounts
            constituting interest (at rates determined by the Administrator) or
            dividends or deemed dividends on such deferrals; and

      (viii) at any time to adopt, alter and repeal such rules, guidelines and
            practices for administration of the Plan and for its own acts and
            proceedings as it shall deem advisable; to interpret the terms and
            provisions of the Plan and any Award (including related written
            instruments); to make all determinations it deems advisable for the
            administration of the Plan; to decide all disputes arising in
            connection with the Plan; and to otherwise supervise the
            administration of the Plan.

All decisions and interpretations of the Administrator shall be binding on all
persons, including the Company and Plan grantees.

(c) Delegation of Authority to Grant Awards. The Administrator, in its
discretion, may delegate to the Chief Executive Officer of the Company all or
part of the Administrator's authority and duties with respect to the granting of
Awards, to individuals who are not subject to the reporting and other provisions
of Section 16 of the Exchange Act or "covered employees" within the meaning of
Section 162(m) of the Code. Any such delegation by the Administrator shall
include a limitation as

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to the amount of Awards that may be granted during the period of the delegation
and shall contain guidelines as to the determination of the exercise price of
any Stock Option or Stock Appreciation Right, the conversion ratio or price of
other Awards and the vesting criteria. The Administrator may revoke or amend the
terms of a delegation at any time but such action shall not invalidate any prior
actions of the Administrator's delegate or delegates that were consistent with
the terms of the Plan.

(d) Indemnification. Neither the Board nor the Committee, nor any member of
either or any delegatee thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan, and the members of the Board and the Committee (and any delegatee
thereof) shall be entitled in all cases to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including, without
limitation, reasonable attorneys' fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any directors' and officers'
liability insurance coverage which may be in effect from time to time.

SECTION 3 SHARES ISSUABLE UNDER THE PLAN MERGERS: SUBSTITUTION

(a) Stock Issuable. The maximum number of shares of Stock reserved and available
for issuance under the Plan shall be 1,000,000 shares, subject to adjustment as
provided in Section 3(b). For purposes of this limitation, the shares of Stock
underlying any Awards (including any awards granted pursuant to the 1994 Stock
Incentive Plan) which are forfeited, canceled, held back upon exercise of an
Option or settlement of an Award to cover the exercise price or tax withholding,
reacquired by the Company prior to vesting, satisfied without the issuance of
shares of Stock or otherwise terminated (other than by exercise) shall be added
back to the shares available for issuance under the Plan. Subject to such
overall limitation, shares of Stock may be issued up to such maximum number
pursuant to any type or types of Award; provided, however, that Stock Options or
Stock Appreciation Rights with respect to no more than 100,000 shares may be
granted to anyone individual grantee during anyone calendar year period. The
shares of Stock available for issuance under the Plan may be authorized but
unissued shares or shares reacquired by the Company.

(b) Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse share split or other similar change in the Stock, the outstanding shares
are increased or decreased or are exchanged for a different number or kind of
stock or other securities of the Company, or additional stock or new or
different stock or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities, or, if, as
a result of any merger or consolidation, sale of all or substantially all of the
assets of the Company, the outstanding shares of Stock are converted into or
exchanged for a different number or kind of securities of the Company or any
successor entity (or a parent or subsidiary thereof), the Administrator shall
make an appropriate or proportionate adjustment in (i) the maximum number of
shares reserved

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for issuance under the Plan, (ii) the number of Stock Options or Stock
Appreciation Rights that can be granted to anyone individual grantee and the
maximum number of shares of Stock that may be granted under a Performance-based
Award, (iii) the number and kind of shares or other securities subject to any
then outstanding Awards under the Plan, (iv) the repurchase price, if any, per
share subject to each outstanding Restricted Stock Award, and (v) the price for
each share of Stock subject to any then outstanding Stock Options and Stock
Appreciation Rights under the Plan, without changing the aggregate exercise
price (i.e., the exercise price multiplied by the number of Stock Options and
Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation
Rights remain exercisable. The adjustment by the Administrator shall be final,
binding and conclusive. No fractional shares shall be issued under the Plan
resulting from any such adjustment, but the Administrator in its discretion may
make a cash payment in lieu of fractional shares.

The Administrator may also adjust the number of shares of Stock subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of shares of Stock or
property or any other event if it is determined by the Administrator that such
adjustment is appropriate to avoid distortion in the operation of the Plan,
provided that no such adjustment shall be made in the case of an Incentive Stock
Option, without the consent of the grantee, if it would constitute a
modification, extension or renewal of the Option within the meaning of Section
424(h) of the Code.

(c) Mergers and Other Transactions. In the case of and subject to the
consummation of (i) the dissolution or liquidation of the Company, (ii) the sale
of all or substantially all of the assets of the Company on a consolidated basis
to an unrelated person or entity, (iii) a merger, reorganization or
consolidation in which the outstanding shares of Stock are converted into or
exchanged for a different kind of securities of the successor entity and the
holders of the Company's outstanding voting power immediately prior to such
transaction do not own a majority of the outstanding voting power of the
successor entity immediately upon completion of such transaction, or (iv) the
sale of all of the shares of Stock to an unrelated person or entity (in each
case, a "Sale Event"), all Options and Stock Appreciation Rights that are not
exercisable immediately prior to the effective time of the Sale Event shall
become fully exercisable as of the effective time of the Sale Event and all
other Awards shall become fully vested and nonforfeitable as of the effective
time of the Sale Event, except as the Administrator may otherwise specify with
respect to particular Awards in the relevant Award documentation. Upon the
effective time of the Sale Event, the Plan and all outstanding Awards granted
hereunder shall terminate, unless provision is made in connection with the Sale
Event in the sole discretion of the parties thereto for the assumption or
continuation of Awards theretofore granted by the successor entity, or the
substitution of such Awards with new Awards of the successor entity or parent
thereof, with appropriate adjustment as to the number and kind of shares and, if
appropriate, the per share exercise prices, as such parties shall agree (after
taking into account any acceleration hereunder). In the event of such
termination, each grantee shall be permitted, within a specified period of time
prior to the consummation

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of the Sale Event as determined by the Administrator, to exercise all
outstanding Options and Stock Appreciation Rights held by such grantee,
including those that will become exercisable upon the consummation of the Sale
Event; provided, however, that the exercise of Options and Stock Appreciation
Rights not exercisable prior to the Sale Event shall be subject to the
consummation of the Sale Event.

Notwithstanding anything to the contrary in this Section 3(c), in the event of a
Sale Event pursuant to which holders of the shares of Stock of the Company will
receive upon consummation thereof a cash payment for each share surrendered in
the Sale Event, the Company shall have the right, but not the obligation, to
make or provide for a cash payment to the grantees holding Options and Stock
Appreciation Rights, in exchange for the cancellation thereof, in an amount
equal to the difference between (A) the value as determined by the Administrator
of the consideration payable per share of Stock pursuant to the Sale Event (the
"Sale Price") times the number of shares of Stock subject to outstanding Options
and Stock Appreciation Rights (to the extent then exercisable at prices not in
excess of the Sale Price) and (B) the aggregate exercise price of all such
outstanding Options and Stock Appreciation Rights.

(d) Substitute Awards. The Administrator may grant Awards under the Plan in
substitution for stock and stock-based awards held by employees, directors or
other key persons of another corporation in connection with the merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation. The Administrator may direct that the substitute Awards
be granted on such terms and conditions as the Administrator considers
appropriate in the circumstances. Any substitute Awards granted under the Plan
shall not count against the share limitation set forth in Section 3(a).

SECTION 4 ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other
employees, Independent Directors and key persons (including consultants and
prospective employees) of the Company and its Subsidiaries as are selected from
time to time by the Administrator in its sole discretion.

SECTION 5 STOCK OPTIONS

Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.

Stock Options granted under the Plan may be either Incentive Stock Options or
Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option

(a) Stock Options. Stock Options granted pursuant to this Section 5(a) shall be
subject to the following terms and conditions and shall

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contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Administrator shall deem desirable. If the Administrator so
determines, Stock Options may be granted in lieu of cash compensation at the
optionee's election, subject to such terms and conditions as the Administrator
may establish.

(i) Exercise Price. The exercise price per share for the shares of Stock covered
by a Stock Option granted pursuant to this Section 5(a) shall be determined by
the Administrator at the time of grant but shall not be less than 100 percent of
the Fair Market Value on the date of grant. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
10 percent of the combined voting power of all classes of stock of the Company
or any parent or subsidiary corporation and an Incentive Stock Option is granted
to such employee, the option price of such Incentive Stock Option shall be not
less than 110 percent of the Fair Market Value on the grant date.

(ii) Option Term. The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than 10 years after
the date the Stock Option is granted. If an employee owns or is deemed to own
(by reason of the attribution rules of Section 424(d) of the Code) more than 10
percent of the combined voting power of all classes of shares of Stock of the
Company or any parent or subsidiary corporation and an Incentive Stock Option is
granted to such employee, the term of such Incentive Stock Option shall be no
more than five years from the date of grant.

(iii) Exercisability; Rights of a Stockholder. Stock Options shall become
exercisable at such time or times, whether or not in installments, as shall be
determined by the Administrator at or after the grant date. The Administrator
may at any time accelerate the exercisability of all or any portion of any Stock
Option. An optionee shall have the rights of a stockholder only as to shares
acquired upon the exercise of a Stock Option and not as to unexercised Stock
Options.

(iv) Method of Exercise. Stock Options may be exercised in whole or in part, by
giving written notice of exercise to the Company, specifying the number of
shares of Stock to be purchased. Payment of the purchase price may be made by
one or more of the following methods to the extent provided in the Option Award
agreement:

      (A) In cash, by certified or bank check or other instrument acceptable to
      the Administrator;

      (B) Through the delivery (or attestation to the ownership) of shares of
      Stock that have been purchased by the optionee on the open market or that
      have been beneficially owned by the optionee for at least six months and
      are not then subject to restrictions under any Company plan. Such
      surrendered shares shall be valued at Fair Market Value on the exercise
      date; or

      (C) By the optionee delivering to the Company a properly executed exercise
      notice together with irrevocable instructions to a broker to promptly
      deliver to the Company cash or a check payable and acceptable to the
      Company for the purchase price, provided that in

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      the event the optionee chooses to pay the purchase price as so provided,
      the optionee and the broker shall comply with such procedures and enter
      into such agreements of indemnity and other agreements as the
      Administrator shall prescribe as a condition of such payment procedure.

Payment instruments will be received subject to collection. The delivery of
certificates representing the shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his stead in accordance with the provisions of the Stock
Option) by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Option Award agreement or
applicable provisions of laws. In the event an optionee chooses to pay the
purchase price by previously-owned shares of Stock through the attestation
method, the number of shares transferred to the optionee upon the exercise of
the Stock Option shall be net of the number of shares attested to.

(v) Annual Limit on Incentive Stock Options. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the shares of Stock
with respect to which Incentive Stock Options granted under this Plan and any
other plan of the Company or its parent and subsidiary corporations become
exercisable for the first time by an optionee during any calendar year shall not
exceed $100,000. To the extent that any Stock Option exceeds this limit, it
shall constitute a Non-Qualified Stock Option.

(b) Non-transferability of Options. No Stock Option shall be transferable by the
optionee otherwise than by will or by the laws of descent and distribution and
all Stock Options shall be exercisable, during the optionee's lifetime, only by
the optionee, or by the optionee's legal representative or guardian in the event
of the optionee's incapacity. Notwithstanding the foregoing, the Administrator,
in its sole discretion, may provide in the Award agreement regarding a given
Option that the optionee may transfer his Non-Qualified Stock Options to members
of his immediate family, to trusts for the benefit of such family members, or to
partnerships in which such family members are the only partners, provided that
the transferee agrees in writing with the Company to be bound by all of the
terms and conditions of this Plan and the applicable Option.


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SECTION 6 STOCK APPRECIATION RIGHTS

(a) Nature of Stock Appreciation Rights. A Stock Appreciation Right is an Award
entitling the recipient to receive an amount in cash or shares of Stock or a
combination thereof having a value equal to the excess of the Fair Market Value
of the share of Stock on the date of exercise over the exercise price of the
Stock Appreciation Right, which price shall not be less than 100 percent of the
Fair Market Value of the share of Stock on the date of grant (or more than the
option exercise price per share, if the Stock Appreciation Right was granted in
tandem with a Stock Option) multiplied by the number of shares with respect to
which the Stock Appreciation Right shall have been exercised, with the
Administrator having the right to determine the form of payment.

(b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights
may be granted by the Administrator in tandem with, or independently of, any
Stock Option granted pursuant to Section 5 of the Plan. In the case of a Stock
Appreciation Right granted in tandem with a Non-Qualified Stock Option, such
Stock Appreciation Right may be granted either at or after the time of the grant
of such Option. In the case of a Stock Appreciation Right granted in tandem with
an Incentive Stock Option, such Stock Appreciation Right may be granted only at
the time of the grant of the Option.

A Stock Appreciation Right or applicable portion thereof granted in tandem with
a Stock Option shall terminate and no longer be exercisable upon the termination
or exercise of the related Option.

(c) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights
shall be subject to such terms and conditions as shall be determined from time
to time by the Administrator, subject to the following:

(i) Stock Appreciation Rights granted in tandem with Options shall be
exercisable at such time or times and to the extent that the related Stock
Options shall be exercisable.

(ii) Upon exercise of a Stock Appreciation Right, the applicable portion of any
related Option shall be surrendered.

(iii) All Stock Appreciation Rights shall be exercisable during the grantee's
lifetime only by the grantee or the grantee's legal representative.

SECTION 7 RESTRICTED STOCK AWARDS

(a) Nature of Restricted Stock Awards. A Restricted Stock Award is an Award
entitling the recipient to acquire, at such purchase price (which may be zero)
as determined by the Administrator, shares of Stock subject to such restrictions
and conditions as the Administrator may determine at the time of grant
("Restricted Stock"). Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives. The grant of a Restricted Stock Award is contingent on the
grantee executing the Restricted Stock Award agreement. The terms and conditions
of each such agreement shall be determined by the

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Administrator, and such terms and conditions may differ among individual Awards
and grantees.

(b) Rights as a Stockholder. Upon execution of a written instrument setting
forth the Restricted Stock Award and payment of any applicable purchase price, a
grantee shall have the rights of a stockholder with respect to the dividend and
voting rights of the Restricted Stock, subject to such conditions contained in
the written instrument evidencing the Restricted Stock Award. Unless the
Administrator shall otherwise determine, (i) uncertificated Restricted Stock
shall be accompanied by a notation on the records of the Company or the transfer
agent to the effect that they are subject to forfeiture until such Restricted
Stock is vested as provided in Section 7(d) below, and (ii) certificated
Restricted Stock shall remain in the possession of the Company until such
Restricted Stock is vested as provided in Section 7(d) below, and the grantee
shall be required, as a condition of the grant, to deliver to the Company such
instruments of transfer as the Administrator may prescribe.

(c) Restrictions. Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award agreement. Except as may otherwise be
provided by the Administrator either in the Award agreement or, subject to
Section 14 below, in writing after the Award agreement is issued, if any, if a
grantee's employment (or other service relationship) with the Company and its
Subsidiaries terminates for any reason, any Restricted Stock that has not vested
at the time of termination shall automatically and without any requirement of
notice to such grantee from, or other action by or on behalf of, the Company be
deemed to have been reacquired by the Company at its original purchase price, if
any from such grantee or such grantee's legal representative simultaneously with
such termination of employment (or other service relationship), and thereafter
shall cease to represent any ownership of the Company by grantee or rights of
grantee as a shareholder. Following such deemed reacquisition of unvested
Restricted Stock that is represented by physical certificates, grantee shall
surrender such certificates to the Company upon request without consideration.

(d) Vesting of Restricted Stock Awards. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares of Stock on which all restrictions have lapsed shall no
longer be Restricted Stock and shall be deemed "vested." Except as may otherwise
be provided by the Administrator either in the Award agreement or, subject to
Section 14 below, in writing after the Award agreement is issued, a grantee's
rights in any Restricted Stock that has not vested shall automatically terminate
upon the grantee's termination of employment (or other service relationship)
with the Company and its Subsidiaries and such shares of Stock shall be subject
to the provisions of Section 7(c) above.

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SECTION 8 DEFERRED STOCK AWARDS

(a) Nature of Deferred Stock Awards. A Deferred Stock Award is an Award of
phantom Stock units to a grantee, subject to restrictions and conditions as the
Administrator may determine at the time of grant. Conditions may be based on
continuing employment (or other service relationship) and/or achievement of
pre-established performance goals and objectives. The grant of a Deferred Stock
Award is contingent on the grantee executing the Deferred Stock Award agreement.
The terms and conditions of each such agreement shall be determined by the
Administrator, and such terms and conditions may differ among individual Awards
and grantees. At the end of the deferral period, the Deferred Stock Award, to
the extent vested, shall be paid to the grantee in the form of shares of Stock.

(b) Election to Receive Deferred Stock Awards in Lieu of Compensation. The
Administrator may, in its sole discretion, permit a grantee to elect to receive
a portion of the cash compensation or Restricted Stock Award otherwise due to
such grantee in the form of a Deferred Stock Award. Any such election shall be
made in writing and shall be delivered to the Company no later than the date
specified by the Administrator and in accordance with rules and procedures
established by the Administrator. The Administrator shall have the sole right to
determine whether and under what circumstances to permit such elections and to
impose such limitations and other terms and conditions thereon as the
Administrator deems appropriate.

(c) Rights as a Stockholder. During the deferral period, a grantee shall have no
rights as a stockholder; provided, however, that the grantee may be credited
with Dividend Equivalent Rights with respect to the phantom Stock units
underlying his Deferred Stock Award, subject to such terms and conditions as the
Administrator may determine.

(d) Restrictions. A Deferred Stock Award may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of during the deferral period.

(e) Termination of Employment or Service. Except as may otherwise be provided by
the Administrator either in the Award agreement or, subject to Section 14 below,
in writing after the Award agreement is issued, a grantee's right in all
Deferred Stock Awards that have not vested shall automatically terminate upon
the grantee's termination of employment (or cessation of service relationship)
with the Company and its Subsidiaries for any reason.

SECTION 9 UNRESTRICTED STOCK AWARDS

(a) Grant or Sale of Unrestricted Stock. The Administrator may, in its sole
discretion, grant (or sell at par value or such higher purchase price determined
by the Administrator) an Unrestricted Stock Award to any grantee pursuant to
which such grantee may receive shares of Stock free of any restrictions
("Unrestricted Stock") under the Plan.

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Unrestricted Stock Awards may be granted in respect of past services or other
valid consideration, or in lieu of cash compensation due to such grantee.

(b) Elections to Receive Unrestricted Stock in Lieu of Compensation. Upon the
request of an employee and with the consent of the Administrator, each employee
may, pursuant to an irrevocable written election delivered to the Company no
later than the date or dates specified by the Administrator, receive a portion
of the cash compensation otherwise due to him in Unrestricted Stock (valued at
Fair Market Value on the date or dates the cash compensation would otherwise be
paid, or on the effective date of the election, if later).

(c) Elections to Receive Unrestricted Stock in Lieu of Directors' Fees. Each
Independent Director may, pursuant to an irrevocable written election delivered
to the Company, receive all or a portion of his cash directors' fees in
Unrestricted Stock (valued at Fair Market Value on the date or dates the
directors' fees would otherwise be paid, or on the effective date of the
election, if later).

SECTION 10 DIVIDEND EOUIVALENT RIGHTS

(a) Dividend Equivalent Rights. A Dividend Equivalent Right is an Award
entitling the grantee to receive credits based on cash dividends that would have
been paid an the shares of Stock specified in the Dividend Equivalent Right (or
other award to which it relates) if such shares had been issued to and held by
the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee
as a component of another Award or as a freestanding award. The terms and
conditions of Dividend Equivalent Rights shall be specified in the Award
agreement. Dividend equivalents credited to the holder of a Dividend Equivalent
Right may be paid currently or may be deemed to be reinvested in additional
shares of Stock, which may thereafter accrue additional equivalents. Any such
reinvestment shall be at Fair Market Value on the date of reinvestment or such
other price as may then apply under a dividend reinvestment plan sponsored by
the Company, if any. Dividend Equivalent Rights may be settled in cash or shares
of Stock or a combination thereof, in a single installment or installments. A
Dividend Equivalent Right granted as a component of another Award may provide
that such Dividend Equivalent Right shall be settled upon exercise, settlement,
or payment of, or lapse of restrictions on, such other award, and that such
Dividend Equivalent Right shall expire or be forfeited or annulled under the
same conditions as such other award. A Dividend Equivalent Right granted as a
component of another Award may also contain terms and conditions different from
such other Award.

(b) Interest Equivalents. Any Award under this Plan that is settled in whole or
in part in cash on a deferred basis may provide in the grant for interest
equivalents to be credited with respect to such cash payment. Interest
equivalents may be compounded and shall be paid upon such terms and conditions
as may be specified by the grant.

(c) Termination of Employment or Service. Except as may otherwise be provided by
the Administrator either in the Award agreement or, subject to Section 14 below,
in writing after the Award agreement is issued, a

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<PAGE>

grantee's rights in all Dividend Equivalent Rights or interest equivalents
granted as a component of another Award that has not vested shall automatically
terminate upon the grantee's termination of employment (or cessation of service
relationship) with the Company and its Subsidiaries for any reason.

SECTION 11 OTHER STOCK-BASED AWARDS

(a) Nature of Other Awards. Other forms of Awards ("Other Stock-Based Awards")
that may be granted under the Plan include Awards that are valued in whole or in
part by reference to, or are otherwise calculated by reference to or based on,
shares of Stock, including without limitation, (i) Units, (ii) convertible
preferred stock, convertible debentures and other convertible or exchangeable
securities or equity interests (including Units), (iii) membership interests in
a Subsidiary or operating partnership and (iv) Awards valued by reference to
book value, fair value or performance parameters relative to the Company or any
Subsidiary or group of Subsidiaries. For purposes of calculating the number of
shares of Stock underlying an Other Stock-Based Award relative to the total
number of shares reserved and available for issuance under Section 3(a), the
Administrator shall establish in good faith the maximum number of shares to
which a grantee of such Other Stock-Based Award may be entitled upon fulfillment
of all applicable conditions set forth in the relevant Award documentation,
including vesting, accretion factors, conversion ratios, exchange ratios and the
like. If and when any such conditions are no longer capable of being met, in
whole or in part, the number of shares of Stock underlying such Other
Stock-Based Award shall be reduced accordingly by the Administrator and the
related shares shall be added back to the shares available for issuance under
the Plan. Other Stock-Based Awards may be issued either alone or in addition to
other Awards granted under the Plan and shall be evidenced by an Award
agreement. The Administrator shall determine the recipients of, and the time or
times at which, Other Stock-Based Awards shall be made; the number of shares of
Stock or Units to be awarded; the price, if any, to be paid by the recipient for
the acquisition of Other Stock-Based Awards; and the restrictions and conditions
applicable to Other Stock-Based Awards. Conditions may be based on continuing
employment (or other service relationship), computation of financial metrics
and/or achievement of pre-established performance goals and objectives. The
provisions of the grant of Other Stock-Based Awards need not be the same with
respect to each recipient.

(b) Rights as Stockholder. Until such time as an Other Stock-Based Award is
actually converted into, exchanged for, or paid out in shares of Stock, a
recipient shall have no rights as a stockholder.

(c) Non-Transferabilitv. Except as otherwise provided by the Administrator,
Other Stock-Based Awards may not be sold, transferred, pledged, hypothecated or
assigned except by will or the laws of descent and distribution.

(d) Termination of Employment or Service. In the event that a recipient ceases
to be employed by or to provide services to the Company, or any Subsidiary, any
outstanding Other Stock-Based Awards previously granted to such recipient shall
be subject to such terms and conditions as set forth in the Award agreement
governing such Other Stock-Based Awards.

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<PAGE>

Except as may otherwise be provided by the Administrator either in the Award
agreement, or, subject to Section 14 below, in writing after the Award agreement
is issued, a grantee's rights in all Other Stock-Based Awards that have not
vested shall automatically terminate upon the grantee's termination of
employment (or cessation of service relationship) with the Company and its
Subsidiaries for any reason.

SECTION 12 TAX WITHHOLDING

(a) Payment by Grantee. Each grantee shall, no later than the date as of which
the value of an Award or of any share of Stock or other amounts received
thereunder first becomes includable in the gross income of the grantee for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator (including a decrease in the net Award to the
grantee from a target gross Award to approximate the after-tax value) regarding
payment of, any Federal, state, or local taxes of any kind required by law to be
withheld with respect to such income. The Company and its Subsidiaries shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the grantee. The Company's obligation to
deliver share certificates to any grantee is subject to and conditioned on tax
obligations being satisfied by the grantee.

(b) Payment in Stock. Subject to approval by the Administrator, a grantee may
elect to have the minimum required tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares of Stock with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due, or (ii) transferring to the Company
Shares owned by the grantee with an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the withholding amount due.

SECTION 13 TRANSFER; LEAVE OF ABSENCE, ETC.

For purposes of the Plan, the following events shall not be deemed a termination
of employment:

(a) a transfer to the employment of the Company from a Subsidiary or from the
Company to a Subsidiary, or from one Subsidiary to another; or

(b) an approved leave of absence for military service or sickness, or for any
other purpose approved by the Company, if the employee's right to re-employment
is guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Administrator otherwise so
provides in writing.

SECTION 14 AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Administrator
may, at any time, amend or cancel any outstanding Award for the purpose of
satisfying changes in law or for any other lawful purpose, but no such action
shall adversely affect rights under any

                                       14
<PAGE>

outstanding Award without the holder's consent. Except as provided in Section
3(b) or 3(c), in no event may the Administrator exercise its discretion to
reduce the exercise price of outstanding Stock Options or effect repricing
through cancellation and re-grants. Any material Plan amendments (other than
amendments that curtail the scope of the Plan), including any Plan amendments
that (i) increase the number of shares of Stock reserved for issuance under the
Plan, (ii) expand the type of Awards available, materially expand the
eligibility to participate or materially extend the term of the Plan, or (iii)
materially change the method of determining Fair Market Value, shall be subject
to approval by the Company stockholders entitled to vote at a meeting of
stockholders. In addition, to the extent determined by the Administrator to be
required by the Code to ensure that Incentive Stock Options granted under the
Plan are qualified under Section 422 of the Code, Plan amendments shall be
subject to approval by the Company stockholders entitled to vote at a meeting of
stockholders. Nothing in this Section 14 shall limit the Administrator's
authority to take any action permitted pursuant to Section 3(c).

SECTION 15 STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any
payments in cash, shares of Stock or other consideration not received by a
grantee, a grantee shall have no rights greater than those of a general creditor
of the Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver shares of Stock or make payments with respect to Awards
hereunder, provided that the existence of such trusts or other arrangements is
consistent with the foregoing sentence.

SECTION 16 CHANGE OF CONTROL PROVISIONS

Upon the occurrence of a Change of Control as defined in this Section 16:

(a) Except as otherwise provided in the applicable Award agreement, each
outstanding Stock Option and Stock Appreciation Right shall automatically become
fully exercisable.

(b) Except as otherwise provided in the applicable Award Agreement, conditions
and restrictions on each outstanding Restricted Stock Award, Deferred Stock
Award and Other Stock-Based Award will be removed.

(c) "Change of Control" shall mean the occurrence of any one of the following
events:

(i) any "person," as such term is used in Sections 13(d) and l4(d) of the
Exchange Act (other than the Company, any of its Subsidiaries, any trustee,
fiduciary or other person or entity holding securities under any employee
benefit plan of the Company or any of its Subsidiaries), together with all
"affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the
Exchange Act) of such person, shall become the "beneficial owner" (as such term
is defined in Rule 13d-3

                                       15
<PAGE>

under the Exchange Act), directly or indirectly, of securities of the Company
representing 40 percent or more of either (A) the combined voting power of the
Company's then outstanding securities having the right to vote in an election of
the Company's Board of Directors ("Voting Securities") or (B) the then
outstanding Shares of the Company (in either such case other than as a result of
acquisition of securities directly from the Company); or

(ii) persons who, as of the Effective Date, constitute the Company's Board of
Directors (the "Incumbent Directors") cease for any reason, including, without
limitation, as a result of a tender offer, proxy contest, merger or similar
transaction, to constitute at least a majority of the Board, provided that any
person becoming a director of the Company subsequent to the Effective Date whose
election or nomination for election was approved by a vote of at least a
majority of the Incumbent Directors shall, for purposes of this Plan, be
considered an Incumbent Director; or

(iii) the stockholders of the Company shall approve (A) any consolidation or
merger of the Company where the stockholders of the Company, immediately prior
to the consolidation or merger, would not, immediately after the consolidation
or merger, beneficially own (as such term is defined in Rule 13d- 3 under the
Exchange Act), directly or indirectly, shares representing in the aggregate 50
percent of the voting shares of the corporation issuing cash or securities in
the consolidation or merger (or of its ultimate parent corporation, if any), (B)
any sale, lease, exchange or other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Company or (C) any plan or proposal for
the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have
occurred for purposes of the foregoing clause (i) solely as the result of an
acquisition of securities by the Company which, by reducing the number of shares
of Stock or other Voting Securities outstanding, increases (x) the proportionate
number of shares of Stock beneficially owned by any person to 40 percent or more
of the shares of Stock then outstanding or (y) the proportionate voting power
represented by the Voting Securities beneficially owned by any person to 40
percent or more of the combined voting power of all then outstanding Voting
Securities; provided, however, that if any person referred to in clause (x) or
(y) of this sentence shall thereafter become the beneficial owner of any
additional shares of Stock or other Voting Securities (other than pursuant to a
share split, share dividend, or similar transaction or as a result of an
acquisition of securities directly from the Company) and immediately thereafter
beneficially owns 40 percent or more of the combined voting power of all then
outstanding Voting Securities, then a "Change of Control" shall be deemed to
have occurred for purposes of the foregoing clause (i).

SECTION 17 GENERAL PROVISIONS

(a) No Distribution: Compliance with Legal Requirements. The Administrator may
require each person acquiring shares of Stock

                                       16
<PAGE>

pursuant to an Award to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to distribution thereof.

No shares of Stock shall be issued pursuant to an Award until all applicable
securities law and other legal and share exchange or similar requirements have
been satisfied. The Administrator may require the placing of such stop-orders
and restrictive legends on certificates for shares of Stock and Awards as it
deems appropriate.

(b) Delivery of Share Certificates. Share certificates to grantees under this
Plan shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company. Uncertificated shares of Stock shall be deemed delivered
for all purposes when the Company or a stock transfer agent of the Company shall
have given to the grantee by United States mail, at the grantee's last known
address on file with the Company notice of issuance and recorded the issuance in
its records (which may include electronic "book entry" records).

(c) Other Compensation Arrangements. No Employment Rights. Nothing contained in
this Plan shall prevent the Board from adopting other or additional compensation
arrangements, including trusts, and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of this Plan and
the grant of Awards do not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

(d) Trading Policy Restrictions. Option exercises and other Awards under the
Plan shall be subject to such Company's insider trading policy, as in effect
from time to time.

(e) Designation of Beneficiary. Each grantee to whom an Award has been made
under the Plan may designate a beneficiary or beneficiaries to exercise any
Award or receive any payment under any Award payable on or after the grantee's
death. Any such designation shall be on a form provided for that purpose by the
Administrator and shall not be effective until received by the Administrator. If
no beneficiary has been designated by a deceased grantee, or if the designated
beneficiaries have predeceased the grantee, the beneficiary shall be the
grantee's estate.

SECTION 18 EFFECTIVE DATE OF PLAN

This Plan shall become effective upon approval by the holders of a majority of
the votes cast at a meeting of stockholders at which a quorum is present.
Subject to such approval by the stockholders and to the requirement that no
shares of Stock may be issued hereunder prior to such approval, Stock Options
and other Awards may be granted hereunder on and after adoption of this Plan by
the Board. No grants of Non-Qualified Stock Options and other Awards may be made
hereunder after the tenth (10th) anniversary of the Effective Date and no grants

                                       17
<PAGE>

of Incentive Stock Options may be made hereunder after the tenth (10th)
anniversary of the date the Plan is approved by the Board of Directors.

SECTION 19 GOVERNING LAW

This Plan and all Awards and actions taken thereunder shall be governed by, and
construed in accordance with, the laws of the State of Maryland, applied without
regard to conflict of law principles.

DATE APPROVED BY BOARD OF DIRECTORS: March 7, 2005

DATE APPROVED BY STOCKHOLDERS: May ___, 2005

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</TEXT>
</DOCUMENT>
