Common use of Cash and Equity Bonus Compensation; Initial Awards Clause in Contracts

Cash and Equity Bonus Compensation; Initial Awards. (a) The Executive will be eligible to receive annual cash bonuses (each an “Annual Bonus”) upon approval by the Compensation Committee in its discretion. The Compensation Committee shall approve a target level (the “Target Level”) each year for the Annual Bonus within 60 days after the beginning of the applicable year. The initial Target Level will be equal to 100% of the Annual Salary, subject to approval by the Compensation Committee in its discretion. Each Annual Bonus will be paid within 60 days after the end of the fiscal year to which such Annual Bonus relates. Additionally, the Executive will be eligible to participate in the Company’s 2012 Equity Incentive Plan, as amended (the “2012 Equity Incentive Plan”) and any subsequent equity incentive plan approved by the Board (each and any of the foregoing is a “Company Incentive Plan”) for equity bonus compensation (any equity compensation granted to the Executive by the Company, whether under this Agreement, a Company Incentive Plan or otherwise approved by the Board, and whether in the form of restricted stock, stock options, long-term incentive plan units, stock appreciation rights or other equity or equity-linked awards, is, collectively, “Equity Compensation”). The terms of any Annual Bonus, any other bonus or Equity Compensation will be established by the Compensation Committee. (b) In addition, the Executive will be entitled to be paid a special cash bonus of $250,000 if, before April 30, 2013, the Company files with the SEC a shelf registration statement relating to the registration of the registrable shares (the “Registrable Shares”) for resale in accordance with the terms set forth in the registration rights agreement to be entered on the date hereof. Such bonus shall be payable within 15 days after such filing. In addition, the Executive will be entitled to be paid an additional special cash bonus of $250,000 if, before October 29, 2013 (or 60 days later if deferred pursuant to Section 2(b)(iii) of the registration rights agreement), the Registrable Shares become registered with the SEC and the Company’s common stock becomes listed on a national securities exchange. Such bonus shall be payable within 15 days after the Registrable Shares become registered with the SEC and the Company’s common stock becomes listed on a national securities exchange. The Company does not guarantee, represent or warrant any particular or favorable tax result, including, but not limited to, in connection with Code Section 409A, in relation to any and all payments pursuant to this Section 3.3(b). (c) Immediately following the Effective Date, the Company will grant the Executive: (i) 88,486 LTIP Units under the 2012 Equity Incentive Plan. These LTIP Units will be subject to forfeiture restrictions that will lapse in equal 1/3 installments on each of the first three anniversaries of the date of grant; (ii) 125,986 LTIP Units under the 2012 Equity Incentive Plan. These LTIP units will be subject to forfeiture restrictions that will lapse upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant; and (iii) 10,489 LTIP Units under the 2012 Equity Incentive Plan. One half of these LTIP Units will not be subject to any forfeiture restrictions. The other half of these LTIP Units will be subject to forfeiture restrictions that will lapse upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant. (d) In the event of any exercise of the initial purchaser/placement agent’s additional allotment option in the Offering following the Effective Date (the “Remaining Option Shares”), immediately following the closing of the issuance and sale of the Remaining Option Shares, the Company will grant the Executive: (i) an additional number of LTIP Units under the 2012 Equity Incentive Plan equal to 1.125% of the Remaining Option Shares. These LTIP Units will be subject to forfeiture restrictions that will lapse in equal 1/3 installments on each of the first three anniversaries of the date of grant; (ii) an additional number of LTIP Units under the 2012 Equity Incentive Plan equal to 1.125% of the Remaining Option Shares. These LTIP units will be subject to forfeiture restrictions that will lapse upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant; and (iii) an additional number of LTIP Units equal to (x) 0.875% of the number of shares sold in the Offering (including all shares sold pursuant to any exercise of the initial purchaser/placement agent’s additional allotment option in the Offering) exceeding 10,000,000 minus (y) 10,489. One half of these LTIP Units will not be subject to any forfeiture restrictions. The other half of these LTIP Units will be subject to forfeiture restrictions that will lapse upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant.

Cash and Equity Bonus Compensation; Initial Awards. (a) The Executive will be eligible to receive participate in the Company’s annual cash bonuses (each an “Annual Bonus”) upon approval by the Compensation Committee in its discretion. The Compensation Committee shall approve a target level bonus program (the “Target LevelBonus Plan”) each year for the Annual Bonus within 60 days after the beginning of the applicable yearcash bonus compensation. The initial Target Level will be equal to 100% of annual cash bonus target for the Annual Salary, subject to approval by Executive under the Compensation Committee in its discretion. Each Annual Bonus will be paid within 60 days after the end of the fiscal year to which such Annual Bonus relates. Plan is described on Attachment A. Additionally, the Executive will be eligible to participate in the Company’s 2006 Incentive Award Plan, as amended (the “2006 Incentive Award Plan”), the Company’s 2012 Equity Incentive Other Equity-Based Award Plan, as amended (the “2012 Equity Incentive LTIP Plan”) and any subsequent equity incentive plan approved by the Board (each and any of the foregoing is a “Company Incentive Plan”) for equity bonus compensation (any equity compensation granted to the Executive by the Company, whether under this Agreement, a Company Incentive Plan or otherwise approved by the Board, and whether in the form of restricted stock, stock options, long-term incentive plan units, stock appreciation rights or other equity or equity-linked awards, is, collectively, “Equity Compensation”). Compensation”).The initial Equity Compensation target for the Executive is set forth on Attachment A. The terms of any Annual Bonusthe Bonus Plan, any other bonus or Equity Compensation Company Incentive Plan and the terms of any awards made under any of them will be established by subject to the approval of the Compensation Committee. (b) In addition, the Executive will be entitled to be paid a special cash bonus of $250,000 if, before April 30, 2013, the Company files with the SEC a shelf registration statement relating to the registration of the registrable shares (the “Registrable Shares”) for resale in accordance with the terms set forth in the registration rights agreement to be entered on the date hereof. Such bonus shall be payable within 15 days after such filing. In addition, the Executive will be entitled to be paid an additional special cash bonus of $250,000 if, before October 29, 2013 (or 60 days later if deferred pursuant to Section 2(b)(iii) of the registration rights agreement), the Registrable Shares become registered with the SEC and the Company’s common stock becomes listed on a national securities exchange. Such bonus shall be payable within 15 days after the Registrable Shares become registered with the SEC and the Company’s common stock becomes listed on a national securities exchange. The Company does not guarantee, represent or warrant any particular or favorable tax result, including, but not limited to, in connection with Code Section 409A, in relation to any and all payments pursuant to this Section 3.3(b). (c) Immediately following the Effective DateDate of this Agreement, the Company will grant the Executive: (i) 88,486 Executive 197,040 LTIP Units under the 2012 Equity Incentive LTIP Plan. These LTIP Units will be subject to forfeiture restrictions that will lapse in equal 1/3 installments on each of the first three anniversaries of the date of fully vested upon grant; (ii) 125,986 LTIP Units under the 2012 Equity Incentive Plan. These LTIP units will be subject to forfeiture restrictions that will lapse upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant; and (iii) 10,489 LTIP Units under the 2012 Equity Incentive Plan. One half of these LTIP Units will not be subject to any forfeiture restrictions. The other half of these LTIP Units will be subject to forfeiture restrictions that will lapse upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant. (d) In the event of any exercise of the initial purchaser/placement agent’s additional allotment option in the Offering following the Effective Date (the “Remaining Option Shares”)Furthermore, immediately following the closing of the issuance and sale Company’s acquisition of the Remaining Option SharesAndros Isles property (projected to occur in the third quarter of 2012), the Company will grant the Executive: (i) Executive an additional number of 27,607 LTIP Units under the 2012 Equity Incentive Plan equal to 1.125% of the Remaining Option Shares. These LTIP Units Plan, which will be subject to forfeiture restrictions that will lapse in equal 1/3 installments on each of the first three anniversaries of the date of grant; (ii) an additional number of LTIP Units under the 2012 Equity Incentive Plan equal to 1.125% of the Remaining Option Shares. These LTIP units will be subject to forfeiture restrictions that will lapse fully vested upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant; and (iii) an additional number of LTIP Units equal to (x) 0.875% of the number of shares sold in the Offering (including all shares sold pursuant to any exercise of the initial purchaser/placement agent’s additional allotment option in the Offering) exceeding 10,000,000 minus (y) 10,489. One half of these LTIP Units will not be subject to any forfeiture restrictions. The other half of these LTIP Units will be subject to forfeiture restrictions that will lapse upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant.

Cash and Equity Bonus Compensation; Initial Awards. (a) The Executive will be eligible to receive participate in the Company’s annual cash bonuses (each an “Annual Bonus”) upon approval by the Compensation Committee in its discretion. The Compensation Committee shall approve a target level bonus program (the “Target LevelBonus Plan”) each year for the Annual Bonus within 60 days after the beginning of the applicable yearcash bonus compensation. The initial Target Level will be equal to 100% of annual cash bonus target for the Annual Salary, subject to approval by Executive under the Compensation Committee in its discretion. Each Annual Bonus will be paid within 60 days after the end of the fiscal year to which such Annual Bonus relates. Plan is described on Attachment A. Additionally, the Executive will be eligible to participate in the Company’s 2006 Incentive Award Plan, as amended (the “2006 Incentive Award Plan”), the Company’s 2012 Equity Incentive Other Equity-Based Award Plan, as amended (the “2012 Equity Incentive LTIP Plan”) and any subsequent equity incentive plan approved by the Board (each and any of the foregoing is a “Company Incentive Plan”) for equity bonus compensation (any equity compensation granted to the Executive by the Company, whether under this Agreement, a Company Incentive Plan or otherwise approved by the Board, and whether in the form of restricted stock, stock options, long-term incentive plan units, stock appreciation rights or other equity or equity-linked awards, is, collectively, “Equity Compensation”). Compensation”).The initial Equity Compensation target for the Executive is set forth on Attachment A. The terms of any Annual Bonusthe Bonus Plan, any other bonus or Equity Compensation Company Incentive Plan and the terms of any awards made under any of them will be established by subject to the approval of the Compensation Committee. (b) In addition, the Executive will be entitled to be paid a special cash bonus of $250,000 if, before April 30, 2013, the Company files with the SEC a shelf registration statement relating to the registration of the registrable shares (the “Registrable Shares”) for resale in accordance with the terms set forth in the registration rights agreement to be entered on the date hereof. Such bonus shall be payable within 15 days after such filing. In addition, the Executive will be entitled to be paid an additional special cash bonus of $250,000 if, before October 29, 2013 (or 60 days later if deferred pursuant to Section 2(b)(iii) of the registration rights agreement), the Registrable Shares become registered with the SEC and the Company’s common stock becomes listed on a national securities exchange. Such bonus shall be payable within 15 days after the Registrable Shares become registered with the SEC and the Company’s common stock becomes listed on a national securities exchange. The Company does not guarantee, represent or warrant any particular or favorable tax result, including, but not limited to, in connection with Code Section 409A, in relation to any and all payments pursuant to this Section 3.3(b). (c) Immediately following the Effective DateDate of this Agreement, the Company will grant the Executive: (i) 88,486 Executive 147,040 LTIP Units under the 2012 Equity Incentive LTIP Plan. These LTIP Units will be subject to forfeiture restrictions that will lapse in equal 1/3 installments on each of the first three anniversaries of the date of fully vested upon grant; (ii) 125,986 LTIP Units under the 2012 Equity Incentive Plan. These LTIP units will be subject to forfeiture restrictions that will lapse upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant; and (iii) 10,489 LTIP Units under the 2012 Equity Incentive Plan. One half of these LTIP Units will not be subject to any forfeiture restrictions. The other half of these LTIP Units will be subject to forfeiture restrictions that will lapse upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant. (d) In the event of any exercise of the initial purchaser/placement agent’s additional allotment option in the Offering following the Effective Date (the “Remaining Option Shares”)Furthermore, immediately following the closing of the issuance and sale Company’s acquisition of the Remaining Option SharesAndros Isles property (projected to occur in the third quarter of 2012), the Company will grant the Executive: (i) Executive an additional number of 27,607 LTIP Units under the 2012 Equity Incentive Plan equal to 1.125% of the Remaining Option Shares. These LTIP Units Plan, which will be subject to forfeiture restrictions that will lapse in equal 1/3 installments on each of the first three anniversaries of the date of grant; (ii) an additional number of LTIP Units under the 2012 Equity Incentive Plan equal to 1.125% of the Remaining Option Shares. These LTIP units will be subject to forfeiture restrictions that will lapse fully vested upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant; and (iii) an additional number of LTIP Units equal to (x) 0.875% of the number of shares sold in the Offering (including all shares sold pursuant to any exercise of the initial purchaser/placement agent’s additional allotment option in the Offering) exceeding 10,000,000 minus (y) 10,489. One half of these LTIP Units will not be subject to any forfeiture restrictions. The other half of these LTIP Units will be subject to forfeiture restrictions that will lapse upon the first to occur of the registration and listing on a national securities exchange of the Company’s common stock, a Change in Control of the Company, as defined in the 2012 Equity Incentive Plan, or the third anniversary of the date of grant.