8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)   January 31, 2006

Lexington Corporate Properties Trust

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-12386	13-3717318
(Commission File Number)	(IRS Employer Identification No.)

One Penn Plaza, Suite 4015
New York, New York	10119-4015
(Address of Principal Executive Offices)	(Zip Code)

(212) 692-7200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 1.01. Entry Into a Material Definitive Agreement

2006 Base Salaries, 2005 Target Bonuses and 2005 Long-Term Incentive Awards

On January 31, 2006, upon a recommendation of the Compensation Committee of the Board of Trustees (the “Board”) of Lexington Corporate Properties Trust (the “Trust”), the Board granted increases in annual base salaries for calendar year 2006, performance bonuses with respect to calendar year 2005 and long-term incentive awards in the form of grants of non-vested common shares of beneficial interest, par value $0.0001 per share (“Common Shares”) of the Trust under the Lexington Corporate Properties Trust 1998 Share Option Plan, to the executive officers of the Trust, as follows:

Name and Title	2006 Salary Increase	New 2006 Base Salary	2005 Performance Bonus Award	Value of Long-Term Incentive Award
E. Robert Roskind – Chairman	$25,000	$450,000	$612,000	$1,000,000
T. Wilson Eglin – Chief Executive Officer, President and Chief Operating Officer	50,000	475,000	612,000	2,000,000
Richard J. Rouse – Vice Chairman and Chief Investment Officer	40,000	450,000	590,400	1,000,000
Patrick Carroll – Executive Vice President, Chief Financial Officer and Treasurer	25,000	325,000	432,000	800,000
John B. Vander Zwaag – Executive Vice President	25,000	315,000	417,600	706,500

In approving a recommendation to the Board with respect to 2006 base salaries and the value of long-term incentive awards for the executive officers of the Trust, the Compensation Committee of the Board (the “Compensation Committee”) considered several factors, including the scope of the individual’s responsibilities, competitive payment practices, the historical financial results of the Trust and the anticipated financial performance of the Trust. No specific weight was given to any particular factor.

Performance Bonus Awards. In addition to their base salaries and long-term incentive awards, the executive officers of the Trust received bonus awards tied to the overall performance of the Trust and their individual performances. In this regard, the Compensation Committee established specific performance goals for the payment of discretionary bonuses which are based on the per share growth in cash available for distributions and total annual shareholder return, and also considered the results of a compensation study prepared for the Compensation Committee and the Board by an independent outside compensation consulting firm.

A portion of the performance bonus equal to two weeks of the executive’s salary was paid in cash as part of a company-wide "holiday pay." The remainder of the performance bonus was awarded in non-vested Common Shares that

vest in equal installments on each of the next five anniversary dates of the award. Each award is governed by a non-vested share agreement. A form of each non-vested agreement is filed as Exhibit 10.1 hereto. This current report describes certain terms of these non-vested share agreements, and such descriptions are qualified in their entirety by reference to the full text of such agreements. The vesting of the non-vested Common Shares may accelerate upon certain events. The non-vested Common Shares are entitled to voting rights and receive dividends. The number of Common Shares issued was determined by dividing (x) the sum of the amount of the bonus as specified above less the portion paid in cash by (y) the closing price of the Common Shares on the New York Stock Exchange on January 17, 2006 ($22.10 per share), the first closing price after the performance bonus amounts were preliminarily approved by the Board. The Board granted a financial hardship exemption to Mr. Vander Zwaag from the requirement to take the remainder of the performance bonus award in non-vested shares.

Long-Term Incentive Awards. The total long-term incentive award granted to each executive was allocated 50% as a time-based award and 50% as a performance-based award. Each award is governed by non-vested share agreement. The form of each non-vested share agreement is filed as Exhibit 10.2 hereto. This current report describes certain terms of these non-vested share agreements, and such descriptions are qualified in their entirety by reference to the full text of such agreements.

Pursuant to the non-vested share agreement, the time-based awards and the performance-based awards will vest in full on the fifth anniversary of the date of the award, provided certain performance targets are met, with regard to the performance-based awards. The performance-based awards require that the Trust achieve certain pre-determined financial hurdles in each of the five years the non-vested shares vest. The financial hurdles are based upon total return to shareholders (“TRS”). For the applicable non-vested shares to vest, the Trust’s TRS must exceed certain market benchmarks. The formula incorporates a carryback/carryforward feature that would, in essence, average the TRS performance over the five-year vesting period. The vesting of both time-based awards and performance-based awards may accelerate upon certain events. The non-vested Common Shares are entitled to voting rights and receive dividends. The number of Common Shares issued was determined by dividing the value of the award as specified above by the closing price of the Common Shares on the New York Stock Exchange on January 17, 2006 ($22.10 per share), the first closing price after the performance bonus amounts were preliminarily approved by the Board.

Out-Performance Plan

The Compensation Committee and the Board are considering the establishment of an Outperformance Plan (the “OP Plan”), through which certain executives of the Trust can receive equity awards if the Trust generates superior returns for its shareholders. The OP Plan will be performance-based, utilizing TRS as the measurement criteria. Awards under the OP Plan will be paid in non-vested common shares, with the amount awarded to be based on the value created for shareholders in excess of certain performance thresholds. Once formal documentation of the OP Plan is prepared and approved, the terms and documentation of the OP Plan and any awards made under the OP Plan will be disclosed.

Amendment to Lexington Corporate Properties Trust 1998 Share Option Plan

On February 6, 2006, the Board approved an amendment (the “Amendment”) to the Lexington Corporate Properties Trust 1998 Share Option Plan. The Amendment corrects an unintentional inconsistency between the terms of the Plan and the proxy description of the Plan filed with the Securities and Exchange Commission on April 22, 1998 and approved by the Trust’s shareholders on May 20, 1998.

The description of the Amendment set forth above is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.3.

Item 9.01. Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Exhibits

10.1	Nonvested Share Agreement (Performance Bonus Award)
10.2	Nonvested Share Agreement (Long-Term Incentive Award)
10.3	Amendment to Lexington Corporate Properties Trust 1998 Share Option Plan

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lexington Corporate Properties Trust

Date: February 6, 2006	By:	/s/ T. Wilson Eglin
		T. Wilson Eglin
		Chief Executive Officer

Exhibit Index

10.1	Nonvested Share Agreement (Performance Bonus Award)
10.2	Nonvested Share Agreement (Long-Term Incentive Award)
10.3	Amendment to Lexington Corporate Properties Trust 1998 Share Option Plan

EX-10

Exhibit 10.1

LEXINGTON CORPORATE PROPERTIES TRUST

NONVESTED SHARE AGREEMENT

This AGREEMENT is effective as of January ___, 2006 by and between Lexington Corporate Properties Trust, a Maryland real estate investment trust (the “Company”) and _________________________ (the “Participant”).

WITNESSETH THAT:

WHEREAS, the Participant, as an employee of the Company, is eligible to participate in the Lexington Corporate Properties Trust 1998 Share Option Plan (the “Plan”);

WHEREAS, the Company desires to provide an inducement and incentive to the Participant to perform duties and fulfill responsibilities on behalf of the Company at the highest level of dedication and competence;

WHEREAS, the Board of Trustees (the “Board”) of the Company, upon recommendation from the Compensation Committee of the Board, has approved the grant of the award to the Participant of the common shares of the Company, par value $0.0001, herein, subject to the terms and conditions of the Plan and this Agreement, in order to incentivize the Participant’s performance and to enable the Participant to acquire an equity interest in the Company;

NOW, THEREFORE, in consideration of the agreements hereinafter contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Grant of Shares.

(a)Subject to the restrictions and terms and conditions set forth in this Agreement and the Plan, including the Vesting Period (defined in Section 2 hereof), the Company hereby awards to the Participant __________ common shares of the Company (the “Common Shares”) as of January ___, 2006.

(b)The Participant agrees that the Participant’s ownership of the Common Shares shall be evidenced solely by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated share transfer agent in the Participant’s name. Upon expiration of the applicable portion of the Vesting Period, a certificate or certificates representing the shares of Common Shares as to which the Vesting Period has so lapsed may be delivered to the Participant by the Company, subject to satisfaction of any tax obligations in accordance with Section 5 hereof.

2.Vesting of Common Shares. Subject to Section 3 hereof, the Common Shares vest ratably over a five year period commencing on the first anniversary of the date hereof and vest in full as of the end of the fifth fiscal year following the date such Common Shares were issued to the Participant, provided that the Participant remains employed by the Company.

3. Nontransferability and Acceleration/Forfeiture.

(a)The Participant acknowledges that prior to the expiration of the applicable Vesting Period, the Common Shares may not be sold, transferred, pledged, assigned, encumbered or otherwise disposed of (whether voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the applicable portion of the Vesting Period, as set forth in Section 2 hereof, the restrictions set forth in this Agreement with respect to the Common Shares theretofore subject to such expired Vesting Period shall lapse.

(b)In the event of (i) a termination of Participant’s employment with the Company by the Participant for Good Reason (as defined in the employment agreement between the Participant and the Company in effect at such time (the "Employment Agreement")), (ii) a termination of the Participant’s employment with the Company by the Company without Cause (as defined in the Employment Agreement), (iii) a Change of Control (as defined in the Employment Agreement), (iv) a termination of the Participant’s employment with the Company in a Pre-Change of Control Termination (as defined in the Employment Agreement), (v) or the Participant’s death, in any such case prior to the expiration of the Vesting Period, the Vesting Period shall terminate, and all of the Common Shares not theretofore forfeited in accordance with this Agreement shall become fully vested and nonforfeitable as of the date of the Change of Control or the Participant’s death, as applicable.

(c)If the Participant ceases to be employed by the Company prior to the complete expiration of the Vesting Period under circumstances other than those set forth in Section 3(b) hereof, the Participant agrees that all of the Common Shares, that are nonvested in accordance with Section 2 hereof as of the date of such termination, shall be immediately and unconditionally forfeited and will revert to the Company without any action required by the Participant or the Company.

4.Rights as Shareholder. The Participant shall have all rights of a shareholder with respect to the Common Shares for record dates occurring on or after the date of this Agreement and prior to the date any such Common Shares are forfeited in accordance with this Agreement, including without limitation payment to the Participant of any cash dividends or distributions declared during such period with respect to the Common Shares.

5.Withholding Tax Obligations. The Participant acknowledges the existence of federal, state and local income tax and employment tax withholding obligations with

respect to the Common Shares and agrees that such obligations must be met. The Participant shall be required to pay and the Company shall have the right to withhold or otherwise require a Participant to remit to the Company any amount sufficient to pay any such taxes no later than the date as of which the value of any Common Shares first become includible in the Participant’s gross income for income or employment tax purposes, provided however that the Board of Trustees may permit the Participant to elect withholding Common Shares otherwise deliverable to the Participant in full or partial satisfaction of such tax obligations, provided further however that the amount of Common Shares so withheld shall not exceed the minimum statutory withholding tax obligation. If tax withholding is required by applicable law, in no event shall Common Shares be delivered to the Participant until he has paid to the Company in cash the amount of such tax required to be withheld by the Company or otherwise entered into an agreement satisfactory to the Company providing for payment of withholding tax. The Participant hereby notifies the Company that he will not make an election with respect to any portion of the Common Shares pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.

6.Limitation of Rights. Nothing contained herein shall be construed as conferring upon the Participant the right to continue in the employ of the Company as a Participant or in any other capacity or to interfere with the Company’s right to discharge him at any time for any reason whatsoever.

7.Receipt of Plan. The Participant acknowledges receipt of a copy of the Plan and agrees to be bound by all terms and provisions thereof. If and to the extent that any provision herein is inconsistent with the Plan, the Plan shall govern.

8.Assignment. This Agreement shall be binding upon and inure to the benefits of the Company, its successors and assigns and the Participant and his heirs, executors, administrators and legal representatives.

9.Governing Law. This Agreement and the obligation of the Company to transfer Common Shares shall be subject to all applicable federal and state laws, rules and regulations and any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Compensation Committee of the Company shall, in its sole discretion, determine to be necessary or applicable. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

10.Amendment. Except as otherwise permitted by the Plan, this Agreement may not be modified or amended, nor may any provision hereof be waived, in any way except in writing signed by the party against whom enforcement thereof is sought.

11.Execution. This Agreement may be executed in counterparts each of which shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer and the Participant has executed this Agreement effective as of the date first above written.

LEXINGTON CORPORATE PROPERTIES TRUST

By:

Name: T. Wilson Eglin

Title: Chief Executive Officer

PARTICIPANT

EX-10

Exhibit 10.2

LEXINGTON CORPORATE PROPERTIES TRUST

NONVESTED SHARE AGREEMENT

This AGREEMENT is effective as of January ___, 2006 by and between Lexington Corporate Properties Trust, a Maryland real estate investment trust (the “Company”) and _________________________ (the “Participant”).

WITNESSETH THAT:

WHEREAS, the Participant, as an employee of the Company, is eligible to participate in the Lexington Corporate Properties Trust 1998 Share Option Plan (the “Plan”);

WHEREAS, the Company desires to provide an inducement and incentive to the Participant to perform duties and fulfill responsibilities on behalf of the Company at the highest level of dedication and competence;

WHEREAS, the Board of Trustees (the “Board”) of the Company, upon recommendation of the Compensation Committee of the Board, has approved the grant of the award to the Participant of the common shares of the Company, par value $0.0001, herein, subject to the terms and conditions of the Plan and this Agreement, in order to incentivize the Participant’s performance and to enable the Participant to acquire an equity interest in the Company;

NOW, THEREFORE, in consideration of the agreements hereinafter contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Grant of Shares.

(a)Subject to the restrictions and terms and conditions set forth in this Agreement and the Plan, including the Vesting Period (defined in Section 2 hereof), the Company hereby awards to the Participant __________ common shares of the Company (the “Common Shares”) as of January ___, 2006.

(b)The Participant agrees that the Participant’s ownership of the Common Shares shall be evidenced solely by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated share transfer agent in the Participant’s name. Upon expiration of the applicable portion of the Vesting Period, a certificate or certificates representing the shares of Common Shares as to which the Vesting Period has so lapsed shall be delivered to the Participant by the Company, subject to satisfaction of any tax obligations in accordance with Section 5 hereof.

2. Vesting of Common Shares.

(a) Subject to Section 3 hereof:

(i)fifty-percent of the Common Shares shall vest in full as of December 31, 2010, provided that the Participant is then employed by the Company; and

(ii)fifty-percent of the Common Shares shall become earned and vested as follows: one-fifth of such Common Shares shall be earned upon the attainment of certain Performance Criteria (hereinafter defined) in any fiscal year of the Company during the five-year period commencing with January1, 2006 (or at such time as otherwise provided in Section 2(b)(i) hereof) (the “Performance Period”); and the Common Shares earned pursuant to the preceding clause shall vest in full as of December 31, 2010, provided that the Participant is then employed by the Company (the “Vesting Period”). In no event will more than one-fifth of such Common Shares become earned with respect to the satisfaction of Performance Criteria for any one fiscal year.

(b)The Performance Criteria are satisfied with respect to a fiscal year of the Company if the Company achieves a total shareholder return (“TSR”), defined in Section 2(b)(ii) hereof, for such fiscal year that is equal to the lesser of: (x) of at least ten percent (10%) pursuant to Section 2(b)(i) hereof or (y) the Morgan Stanley REIT Index commencing on January 1, 2006.

(i)For purposes of determining whether the Company achieves a TSR of at least 10% in any fiscal year, such TSR shall first be calculated pursuant to Section 2(b)(ii) hereof. If such return is at least 10%, then the Performance Criteria for such fiscal year shall be satisfied. The portion of TSR in excess of 10% (“Excess TSR”) shall be carried back and added to any preceding fiscal years in the Performance Period in which the Performance Criteria has not (as of the time of the carry back) been satisfied (under either Section 2(b)(x) or (y)), beginning with the first immediately preceding fiscal year in which such Performance Criteria have not been met. If, as a result of a carry back, the TSR (as adjusted under this subsection) with respect to a preceding fiscal year reaches 10%, then the Performance Criteria for such fiscal year shall be treated as satisfied at the time of such carry back. In the event Excess TSR is not absorbed after it is carried back to each preceding year in which the Performance Criteria are not met, any remaining Excess TSR may be carried forward and added to any succeeding fiscal years in the Performance Period, after the foregoing TSR calculations are made with respect to such succeeding year, beginning with the first such succeeding fiscal year. If, as a result of a carry forward, the TSR (as adjusted under this subsection) with respect to such succeeding fiscal year reaches 10%, then the Performance Criteria for such fiscal year shall be satisfied as of the end of such year. In no event shall any amount of Excess TSR be utilized more than once as a carry back or carry forward amount.

(ii)For purposes of Section 2(b)(i)hereof, TSR with respect to a fiscal year shall mean the sum of the Company’s dividend yield and the Company’s share appreciation for such year, based on a starting share price equal to the trailing 5-day average closing price of the Company’s common stock on the New York Stock Exchange as of January 1st.

3. Nontransferability and Acceleration/Forfeiture.

(a)The Participant acknowledges that prior to the expiration of the applicable Vesting Period, the Common Shares may not be sold, transferred, pledged, assigned, encumbered or otherwise disposed of (whether voluntarily or involuntarily or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the applicable portion of the Vesting Period, as set forth in Section 2 hereof, the restrictions set forth in this Agreement with respect to the Common Shares theretofore subject to such expired Vesting Period shall lapse.

(b)In the event of (i) a termination of Participant’s employment with the Company by the Participant for Good Reason (as defined in the employment agreement between the Participant and the Company in effect at such time (the "Employment Agreement")), (ii) a termination of the Participant’s employment with the Company by the Company without Cause (as defined in the Employment Agreement), (iii) a Change of Control (as defined in the Employment Agreement), (iv) a termination of the Participant’s employment with the Company in a Pre-Change of Control Termination (as defined in the Employment Agreement), (v) or the Participant’s death, in any such case prior to the expiration of the Vesting Period, the Vesting Period shall terminate, and all of the Common Shares not theretofore forfeited in accordance with this Agreement shall become fully vested and nonforfeitable as of the date of the Change of Control or the Participant’s death, as applicable.

(c)If the Participant ceases to be employed by the Company prior to the complete expiration of the Vesting Period under circumstances other than those set forth in Section 3(b) hereof, the Participant agrees that all of the Common Shares, that are nonvested in accordance with Section 2 hereof as of the date of such termination, shall be immediately and unconditionally forfeited and will revert to the Company without any action required by the Participant or the Company.

4.Rights as Shareholder. The Participant shall have all rights of a shareholder with respect to the Common Shares for record dates occurring on or after the date of this Agreement and prior to the date any such Common Shares are forfeited in accordance with this Agreement, including without limitation payment to the Participant of any cash dividends or distributions declared during such period with respect to the Common Shares.

5.Withholding Tax Obligations. The Participant acknowledges the existence of federal, state and local income tax and employment tax withholding obligations with

respect to the Common Shares and agrees that such obligations must be met. The Participant shall be required to pay and the Company shall have the right to withhold or otherwise require a Participant to remit to the Company any amount sufficient to pay any such taxes no later than the date as of which the value of any Common Shares first become includible in the Participant’s gross income for income or employment tax purposes, provided however that the Board of Trustees may permit the Participant to elect withholding Common Shares otherwise deliverable to the Participant in full or partial satisfaction of such tax obligations, provided further however that the amount of Common Shares so withheld shall not exceed the minimum statutory withholding tax obligation. If tax withholding is required by applicable law, in no event shall Common Shares be delivered to the Participant until he has paid to the Company in cash the amount of such tax required to be withheld by the Company or otherwise entered into an agreement satisfactory to the Company providing for payment of withholding tax. The Participant hereby notifies the Company that he will not make an election with respect to any portion of the Common Shares pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.

6.Limitation of Rights. Nothing contained herein shall be construed as conferring upon the Participant the right to continue in the employ of the Company as a Participant or in any other capacity or to interfere with the Company’s right to discharge him at any time for any reason whatsoever.

7.Receipt of Plan. The Participant acknowledges receipt of a copy of the Plan and agrees to be bound by all terms and provisions thereof. If and to the extent that any provision herein is inconsistent with the Plan, the Plan shall govern.

8.Assignment. This Agreement shall be binding upon and inure to the benefits of the Company, its successors and assigns and the Participant and his heirs, executors, administrators and legal representatives.

9.Governing Law. This Agreement and the obligation of the Company to transfer Common Shares shall be subject to all applicable federal and state laws, rules and regulations and any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Compensation Committee of the Company shall, in its sole discretion, determine to be necessary or applicable. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

10.Amendment. Except as otherwise permitted by the Plan, this Agreement may not be modified or amended, nor may any provision hereof be waived, in any way except in writing signed by the party against whom enforcement thereof is sought.

11.Execution. This Agreement may be executed in counterparts each of which shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer and the Participant has executed this Agreement effective as of the date first above written.

LEXINGTON CORPORATE PROPERTIES TRUST

By:/s/ Name: T. Wilson Eglin           

Name: T. Wilson Eglin

Title: Chief Executive Officer

PARTICIPANT

EX-10

Exhibit 10.3

LEXINGTON CORPORATE PROPERTIES TRUST

___________

Amendment to 1998 Share Option Plan

___________

WHEREAS, Lexington Corporate Properties Trust (the “Company”) maintains the Lexington Corporate Properties Trust 1998 Share Option Plan (the “Plan”);

WHEREAS, Section 15 of the Plan authorizes the Company’s Board of Directors to amend the Plan so long as shareholder approval is not required under applicable provisions of the Internal Revenue Code of 1986, as amended, rules promulgated pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, applicable state law or NASD or exchange listing requirements.

NOWTHEREFORE, BE IT RESOLVED,that, effective immediately, the following Section 8A is added to the Plan to cause the terms of the Plan to be consistent with the proxy description of the Plan filed with the Securities and Exchange Commission on April 22, 1998 and approved by the Company’s shareholders at its annual meeting on May 20, 1998:

8A.Restricted Shares. The Committee may, in its discretion, grant restricted share awards to non-employee trustees and key employees of the Company, subject to such terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable, including without limitation: (a) the number of Common Shares subject to such award, the performance measures (if any) and restriction period applicable to a restricted share award and the payments, if any, required of the participant in order to receive the award; (b) the vesting of the Common Shares subject to such award (whether based on the performance measures of the Company, the employment or service of the participant, or both); (c) the forfeiture of Common Shares subject to such award if the vesting conditions are not met or satisfied during the specified restricted period; and (d) the method by which the participant’s beneficial ownership in the Common Shares subject to such award shall be evidenced, either by share certificate(s) with restrictive legends retained in the Company’s possession until the restrictions applicable to the award lapse or by a “book entry” (i.e., a computerized manual entry) in the Company’s records or its designated agent in the name of the participant. Unless otherwise set forth in the award agreement relating to a restricted share award, and subject to the terms and conditions of the restricted share award, the holder of such award shall have all rights as shareholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Shares; provided, however, that a distribution with respect to Common Shares, other than a distribution in cash, shall be deposited with the Company and shall be subject to the same restrictions as the Common Shares with respect to which such distribution was made. The vesting restrictions

applicable to restricted share awards may be accelerated on the same basis as the acceleration of the exercisability of options under Section 11 hereof.

Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provision of the Plan, other than as stated above.