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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 11, 2025
Bluerock Homes Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland |
001-41322 |
87-4211187 |
(State or other
jurisdiction of incorporation
or organization) |
(Commission File
Number) |
(I.R.S. Employer
Identification No.) |
919 Third Avenue, 40th Floor
New York, NY 10022
(Address of principal executive offices)
(212) 843-1601
(Registrant’s telephone number, including
area code)
None.
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of
the Exchange Act:
| Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
| Class
A Common Stock, $0.01 par value per share |
BHM |
NYSE
American |
Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2
of this chapter).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| ITEM 5.02 |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
Stockholder Approval
of Amended 2022 Incentive Plans
(e) Prior
to the annual meeting of the stockholders of Bluerock Homes Trust, Inc. (the “Company,” “we,” “us,”
or “our”) held on June 11, 2025 (the “Annual Meeting”), the Company had in effect the 2022 Equity Incentive Plan
for Individuals (the “2022 Individuals Plan”), and the 2022 Equity Incentive Plan for Entities (the “2022 Entities Plan,”
and together with the 2022 Individuals Plan, the “2022 Incentive Plans”). At the Annual Meeting, the stockholders of the Company
approved the amendment and restatement of each of the 2022 Individuals Plan (as so amended and restated, the “Amended 2022 Individuals
Plan”) and the 2022 Entities Plan (as so amended and restated, the “Amended 2022 Entities Plan,” and collectively with
the Amended 2022 Individuals Plan, the “Amended 2022 Incentive Plans”). The Amended 2022 Incentive Plans were approved by
the Company’s board of directors (the “Board”) on April 15, 2025, subject to the approval of the Company's stockholders
at the Annual Meeting, and became effective upon such stockholder approval.
The
Amended 2022 Incentive Plans are intended to provide incentives to the Company’s independent directors, executive officers and other
key employees, including employees of Bluerock Homes Manager, LLC, the Company’s external manager (the “Manager”) and
Bluerock Residential Holdings, L.P., the Company’s operating partnership (the “Operating Partnership”), and their affiliates
and other service providers, including our Manager and its affiliates, to assist in recruiting and retaining the services of such individuals
and service providers, and to align the interests of participants with those of the Company and its stockholders.
The
Amended 2022 Incentive Plans provide for the grant of options to purchase shares of the Company’s common stock, stock awards, stock
appreciation rights, performance units, incentive awards and other equity-based awards. The aggregate number of shares of the Company’s
Class A common stock authorized for issuance under the Amended 2022 Incentive Plans is 4,022,109, with (i) 1,625,000 shares available
for issuance under the Amended 2022 Incentive Plans, and (ii) 2,397,109 shares subject to awards granted under the Bluerock Residential
Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Individuals and the Bluerock Residential Growth REIT, Inc. Amended
and Restated 2014 Equity Incentive Plan for Entities (together, the “Prior Plans”) that may become available for issuance
or reissuance, as applicable, under the Amended 2022 Incentive Plans if such awards are forfeited, canceled or otherwise terminated (other
than by exercise). Taking into account issuances and forfeitures effectuated under the 2022 Incentive Plans since the filing of the Company’s
definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on April 15, 2025 pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the “Proxy Statement”) but prior to the Annual Meeting, the aggregate
number of additional shares of the Company’s Class A common stock available for issuance under the Amended 2022 Incentive Plans
with respect to awards granted on and after stockholder approval at the Annual Meeting is equal to 660,076 shares, inclusive of (i) 425,000
new shares, plus (ii) 235,076 shares that remain available for issuance under the 2022 Incentive Plans. The issuance of shares or awards
under the Amended 2022 Individuals Plan reduces the number of shares that may be issued under the Amended 2022 Entities Plan, and vice
versa.
The
foregoing summary description of the Amended 2022 Incentive Plans is qualified in its entirety by reference to the actual terms of the
Amended 2022 Individuals Plan, which is attached hereto as Exhibit 10.1, and the actual terms of the Amended 2022 Entities Plan, which
is attached hereto as Exhibit 10.2. For additional information regarding the Amended 2022 Incentive Plans, please refer to “Proposal
2: Approval of Amended 2022 Incentive Plans” on pages 40-50 of the Proxy Statement.
| ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The
Company held its Annual Meeting of stockholders on June 11, 2025. The following proposals were set forth in the Proxy Statement. For more
information on these proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
Below
are the final voting results. As of the record date, April 11, 2025, there were 4,055,084 shares of the Company’s Class A common
stock and 8,489 shares of the Company’s Class C common stock outstanding and entitled to vote at the Annual Meeting. The Class C
common stock is entitled to fifty votes for each share held; thus, for purposes of the Annual Meeting, a total of 4,063,573 shares of
the Company’s common stock were deemed outstanding and entitled to vote. Represented at the meeting in person or by proxy were 3,061,702
shares of the Company’s common stock, representing 68.34% of the total shares of the Company’s common stock entitled to vote
at the meeting.
(1)
The following five persons were elected to serve as directors of the Company:
| Nominee |
|
For |
|
|
Withheld |
|
|
Broker Non-Votes |
| R. Ramin Kamfar |
|
1,067,197 |
|
|
280,122 |
|
|
1,714,383 |
| I. Bobby Majumder |
|
929,712 |
|
|
417,607 |
|
|
1,714,383 |
| Romano Tio |
|
1,013,850 |
|
|
333,469 |
|
|
1,714,383 |
| Elizabeth Harrison |
|
1,066,986 |
|
|
280,333 |
|
|
1,714,383 |
| Kamal Jafarnia |
|
1,007,257 |
|
|
340,062 |
|
|
1,714,383 |
(2) The
stockholders approved the Amended 2022 Incentive Plans to increase the aggregate number of shares of Class A common stock reserved for
issuance thereunder, and make other administrative changes as disclosed in the Proxy Statement:
| For |
1,011,824 |
| Against |
329,187 |
| Abstain |
6,308 |
| Broker Non-Votes |
1,714,383 |
(3) The
stockholders ratified Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025:
| For |
3,053,764 |
| Against |
2,604 |
| Abstain |
5,334 |
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
SIGNATURE
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.
| |
BLUEROCK HOMES TRUST, INC. |
| |
|
| Date: June 12, 2025 |
By: |
/s/ Christopher J. Vohs |
| |
|
Christopher J. Vohs |
| |
|
Chief Financial Officer and Treasurer |
Exhibit 10.1
BLUEROCK HOMES TRUST, INC.
AMENDED AND RESTATED EQUITY INCENTIVE PLAN
FOR INDIVIDUALS
Effective June 11, 2025
ARTICLE I
DEFINITIONS
“Affiliate”
means, with respect to any entity, any other entity, whether now or hereafter existing, which controls, is controlled by, or is under
common control with, the first entity (including, but not limited to, joint ventures, limited liability companies and partnerships). For
this purpose, the term “control” (including the correlative meanings of the terms “controlled by” and “under
common control with”) shall mean ownership, directly or indirectly, of 50% or more of the total combined voting power of all classes
of voting securities issued by such entity, or the possession, directly or indirectly, of the power to direct the management and policies
of such entity, by contract or otherwise.
“Agreement”
means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and
conditions of a Stock Award, an award of Performance Units, an Incentive Award, an Option, SAR or Other Equity-Based Award (including
an LTIP Unit) granted to such Participant.
“Board”
means the Board of Directors of the Company.
“Cause”
shall, with respect to any Participant have the meaning specified in the Agreement. In the absence of any definition in the Agreement,
“Cause” shall have the same meaning as set forth in an Individual Agreement. Or, if the Participant and the Company or an
Affiliate are not parties to an Individual Agreement that defines the term “Cause,” then “Cause” means the Participant’s
conviction of, or plea of guilty or nolo contendre to, a felony (excluding traffic-related felonies), or any financial
crime involving the Company (including, but not limited to, fraud, embezzlement or misappropriation of Company assets) provided that the
Board determines to terminate the Participant for Cause within sixty days after the Participant’s conviction or plea. The good faith
determination by the Committee of whether the Participant’s Continuous Service was terminated by the Company for “Cause”
shall be final and binding for all purposes hereunder.
“Change in Control”
means and includes each of the following:
(a) The
acquisition, either directly or indirectly, by any individual, entity or group (within the meaning of Sections 13(d) and 14(d)(2) of
the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), of more than 30% of either (i) the
then outstanding shares of Common Stock, taking into account as outstanding for this purpose such shares of Common Stock issuable upon
the exercise of options or warrants, the conversion of convertible shares or debt, and the exercise of any similar right to acquire such
Common Stock (but excluding any OP Units) (the “Outstanding Company Common Stock”) or (ii) the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change
in Control (i) any acquisition by the Company or any of its subsidiaries, (ii) any acquisition by a trustee or other fiduciary
holding the Company’s securities under an employee benefit plan sponsored or maintained by the Company or any of its Affiliates,
(iii) any acquisition by an underwriter, initial purchaser or placement agent temporarily holding the Company’s securities
pursuant to an offering of such securities or (iv) any acquisition by an entity owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of the then Outstanding Company Common Stock.
(b) Individuals
who constitute Incumbent Directors at the beginning of any consecutive twelve month period, together with any new Incumbent Directors
who become members of the Board during such twelve month period, cease to be a majority of the Board at the end of such twelve month period.
(c) The
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the
Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in
the transaction (a “Business Combination”), in each case, unless following such Business Combination:
(i) the
individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business
Combination, beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of members of the board of directors (or the analogous governing body) of the entity resulting
from such Business Combination (the “Successor Entity”) (or, if applicable, the ultimate parent entity that directly or indirectly
has beneficial ownership of sufficient voting securities to elect a majority of the members of the board of directors (or the analogous
governing body) of the Successor Entity (the “Parent Company”));
(ii) no
Person (other than any employee benefit plan sponsored or maintained by the Successor Entity or the Parent Company) beneficially owns
(within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or the analogous
governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity); and
(iii) at
least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no
Parent Company, the Successor Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the
Board’s approval of the execution of the initial agreement providing for such Business Combination;
(d) The
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole,
to any Person that is not a subsidiary of the Company.
In addition, if a Change in
Control (as defined in clauses (a) through (d) above) constitutes a payment event with respect to any Option, SAR, Stock Award,
Performance Unit, Incentive Award or Other Equity-Based Award that provides for the deferral of compensation and is subject to Section 409A
of the Code, no payment will be made under that award on account of a Change in Control unless the event described in subsection (a),
(b), (c) or (d) above, as applicable, constitutes a “change in control event” as defined in Treasury Regulation
Section 1.409A-3(i)(5).
“Code”
means the Internal Revenue Code of 1986, and any amendments thereto.
“Committee”
means the Compensation Committee of the Board or such other committee of the Board as the Board may from time to time designate. Unless
otherwise determined by the Board, the Committee shall consist of two or more members of the Board, at least two of whom are intended
to qualify as “non-employee directors” as defined by Rule 16b-3 of the Exchange Act or any successor rule; provided, however,
that any action taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action
are later determined not to have satisfied the foregoing requirements or otherwise provided in any charter of the Committee. If there
is no Compensation Committee and the Board has not designated any other committee, “Committee” means the Board.
“Common Stock”
means the Class A or Class C common stock of the Company.
“Company”
means Bluerock Homes Trust, Inc., a Maryland corporation.
“Control Change Date”
means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control
Change Date” is the date of the last of such transactions on which the Change in Control occurs.
“Corresponding SAR”
means an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised,
of that portion of the Option to which the SAR relates.
| 1.12 |
Dividend Equivalent Right |
“Dividend Equivalent
Right” means the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have
credited) cash, securities or other property in amounts equivalent to the cash, securities or other property dividends declared on shares
of Common Stock with respect to specified Performance Units, an Other Equity-Based Award or Incentive Award of units denominated in shares
of Common Stock or other Company securities, as determined by the Committee, in its sole discretion. The Committee shall provide that
Dividend Equivalent Rights payable with respect to any such award that does not become nonforfeitable solely on the basis of continued
employment or service shall be accumulated and distributed only when, and to the extent that, the underlying award is vested or earned.
The Committee may provide that Dividend Equivalent Rights (if any) shall be deemed to have been reinvested in additional shares of Common
Stock or otherwise reinvested.
“Effective Date”
means the Effective Date as set forth in Article XVIII.
“Entities
Plan” means the Bluerock Homes Trust, Inc. Amended and Restated Equity Incentive Plan for Entities, effective as of
the Effective Date, and as may be amended from time to time.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended.
“Fair Market Value”
means, on any given date, the reported “closing” price of a share of Common Stock on the New York Stock Exchange for such
date or, if there is no closing price for a share of Common Stock on the date in question, the closing price for a share of Common Stock
on the last preceding date for which a quotation exists. If, on any given date, the Common Stock is not listed for trading on the New
York Stock Exchange, then Fair Market Value shall be the “closing” price of a share of Common Stock on such other exchange
on which the Common Stock is listed for trading for such date (or, if there is no closing price for a share of Common Stock on the date
in question, the closing price for a share of Common Stock on the last preceding date for which such quotation exists) or, if the Common
Stock is not listed on any exchange, the amount determined by the Committee using any reasonable method in good faith and in accordance
with the regulations under Section 409A of the Code.
“Good Reason”
shall, with respect to any Participant have the meaning specified in the Agreement. In the absence of any definition in the Agreement,
“Good Reason” shall have the same meaning as set forth in an Individual Agreement and the Participant’s resignation
shall be with Good Reason only if the requirements for such resignation set forth in the Individual Agreement are satisfied. Or, if the
Participant and the Company or an Affiliate are not parties to an Individual Agreement that defines the term “Good Reason,”
then “Good Reason means (a) the assignment to the Participant of duties or responsibilities that are substantially inconsistent
with the Participant’s title at the Company or an Affiliate; (b) a material diminution in the Participant’s title, authority
or responsibilities (other than changes in authority or responsibility in connection with the employment of a new executive or the promotion
of another executive in either case commensurate with the growth of the Company); (c) a material reduction in the Participant’s
annual base salary or annual or long-term incentive opportunities; or (d) a relocation (without the Participant’s written consent)
of the Participant’s principal place of employment by more than thirty-five miles. A resignation shall not be with Good Reason pursuant
to the preceding sentence unless the Participant gives the Company written notice of the grounds that the Participant contends constitute
Good Reason, such notice is given within ninety days after the event, act or omission that the Participant contends constitutes Good Reason
and the Company fails to cure such event, act or omission within thirty days after receipt of the Participant’s notice.
“Incentive Award”
means an award awarded under Article XI which, subject to the terms and conditions prescribed by the Committee, entitles the Participant
to receive a payment from the Company or an Affiliate of the Company.
“Incumbent Directors”
means individuals elected to the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for Director without objection to such nomination) and whose election or nomination for election to the Board was
approved by a vote of at least two-thirds of the directors serving on the Board at the time of the election or nomination, as applicable,
shall be an Incumbent Director. No individual designated to serve as a director by a person who shall have entered into an agreement with
the Company to effect a transaction described in Section 1.05(a) or Section 1.05(c) and no individual initially elected
or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors shall be an
Incumbent Director.
| 1.20 |
Individual Agreement |
“Individual Agreement”
means an employment, severance, change in control or similar agreement between the Participant and the Company or an Affiliate.
“Initial Value”
means, with respect to a Corresponding SAR, the option price per share of the related Option and, with respect to an SAR granted independently
of an Option, the price per share of Common Stock as determined by the Committee on the date of grant; provided, however,
that the price shall not be less than the Fair Market Value on the date of grant (or 110% of the Fair Market Value on the date of grant
in the case of a Corresponding SAR that relates to an incentive stock option granted to a Ten Percent Shareholder). Except as provided
in Article XII, without the approval of stockholders (a) the Initial Value of an outstanding SAR may not be reduced (by amendment,
cancellation and new grant or otherwise) and (b) no payment shall be made in cancellation of an SAR without the approval of stockholders
if, on the date of such amendment, cancellation, new grant or payment the Initial Value exceeds Fair Market Value.
“LTIP Unit”
means an “LTIP Unit” as defined in the Operating Partnership’s partnership agreement. An LTIP Unit granted under this
Plan represents the right to receive the benefits, payments or other rights in respect of an LTIP Unit set forth in that partnership agreement,
subject to the terms and conditions of the applicable Agreement and that partnership agreement.
“Manager”
means Bluerock Homes Manager, LLC, a Delaware limited liability company.
| 1.24 |
Nonemployee Director |
“Nonemployee Director”
means a member of the Board who is not an employee of the Company, an Affiliate of the Company, or the Operating Partnership.
“Offering”
means the initial public offering of Common Stock registered under the Securities Act of 1933, as amended.
“OP Units”
means units of limited partnership interest of the Operating Partnership.
| 1.27 |
Operating Partnership |
“Operating Partnership”
means Bluerock Residential Holdings, L.P., a Delaware limited partnership and the Company’s operating partnership.
“Option”
means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.
| 1.29 |
Other Equity-Based Award |
“Other Equity-Based
Award” means any award other than an Incentive Award, an Option, an SAR, a Performance Unit award or a Stock Award which, subject
to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive shares of Common Stock or rights
or units valued in whole or in part by reference to, or otherwise based on, shares of Common Stock (including securities convertible into
Common Stock) or other equity interests, including LTIP Units.
“Participant”
means an employee or officer of the Company or an Affiliate of the Company, a member of the Board, or an individual who provides services
to the Company or an Affiliate of the Company (including an individual who provides services to the Company or an Affiliate of the Company
by virtue of employment with, or providing services to, the Operating Partnership, an Affiliate of the Operating Partnership or the Manager),
and who satisfies the requirements of Article IV and is selected by the Committee to receive an award of Performance Units or a Stock
Award, an Incentive Award, Option, SAR, Other Equity-Based Award or a combination thereof.
“Performance Award”
means an Option, SAR, Stock Award, award of Performance Units, Incentive Award or Other Equity-Based Award (including an LTIP Unit)
that is not a Time-Based Award.
“Performance Units”
means an award, in the amount determined by the Committee, stated with reference to a specified or determinable number of shares of Common
Stock, that in accordance with the terms of an Agreement entitles the holder to receive a payment for each specified unit equal to the
value of an equal number of shares of Common Stock on the date of payment.
“Plan”
means this Bluerock Homes Trust, Inc. Amended and Restated Equity Incentive Plan for Individuals, as set forth herein and as
may be further amended from time to time.
“REIT”
means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.
“SAR” means
a stock appreciation right that in accordance with the terms of an Agreement entitles the holder to receive, with respect to each share
of Common Stock encompassed by the exercise of the SAR, the excess, if any, of the Fair Market Value at the time of exercise over the
Initial Value. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the
context requires otherwise.
“Stock Award”
means shares of Common Stock awarded to a Participant under Article VIII.
| 1.37 |
Ten Percent Shareholder |
“Ten Percent Shareholder”
means any individual owning more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of
a “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code)
of the Company. An individual shall be considered to own any voting shares owned (directly or indirectly) by or for his or her brothers,
sisters, spouse, ancestors or lineal descendants and shall be considered to own proportionately any voting shares owned (directly or indirectly)
by or for a corporation, partnership, estate or trust of which such individual is a stockholder, partner or beneficiary.
“Time-Based Award”
means an Option, SAR, Stock Award, award of Performance Units, Incentive Award or Other Equity-Based Award (including an LTIP Unit)
that vests, is earned or becomes exercisable based solely on continued employment or service.
ARTICLE II
PURPOSES
This Plan is intended to assist
the Company and its Affiliates in recruiting and retaining employees, trustees and other individuals who provide services to the Company
or an Affiliate of the Company with ability and initiative by enabling such persons to participate in the future success of the Company
and its Affiliates and to associate their interests with those of the Company and its stockholders. This Plan is intended to permit the
grant of both Options qualifying under Section 422 of the Code (“incentive stock options”) and Options not so qualifying,
and the grant of SARs, Stock Awards, Performance Units, Incentive Awards and Other Equity-Based Awards in accordance with this Plan
and any procedures that may be established by the Committee. No Option that is intended to be an incentive stock option shall be invalid
for failure to qualify as an incentive stock option.
ARTICLE III
ADMINISTRATION
This Plan shall be administered
by the Committee. The Committee shall have authority to grant SARs, Stock Awards, Performance Units, Incentive Awards, Options and
Other Equity-Based Awards upon such terms (not inconsistent with the provisions of this Plan), as the Committee may consider appropriate.
Such terms may include conditions (in addition to those contained in this Plan), on the exercisability of all or any part of an Option
or SAR or on the transferability or forfeitability of a Stock Award, an award of Performance Units, an Incentive Award or an Other Equity-Based
Award. Notwithstanding any such conditions or any provision of the Plan the Committee may, in its discretion, accelerate the time at which
any Option or SAR may be exercised, or the time at which a Stock Award or Other Equity-Based Award may become transferable or nonforfeitable
or the time at which an Other Equity-Based Award, an Incentive Award or an award of Performance Units may be settled in connection with
an involuntary termination of employment or service (including, but not limited to death or disability). Options, SARs, Stock Awards,
Performance Units, Incentive Awards and Other Equity-Based Awards (including LTIP Units) for up to five percent of the aggregate
number of shares of Common Stock authorized for issuance under the Plan pursuant to Section 5.02 may be granted or awarded by the
Committee without regard to the minimum vesting requirements of Sections 6.06, 7.04, 8.02, 9.02, 10.02 and 11.02. In addition, the Committee
shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind
rules and regulations pertaining to the administration of this Plan (including rules and regulations that require or allow Participants
to defer the payment of benefits under this Plan); and to make all other determinations necessary or advisable for the administration
of this Plan.
The Committee’s determinations
under this Plan (including without limitation, determinations of the individuals to receive awards under this Plan, the form, amount and
timing of such awards, the terms and provisions of such awards and the Agreements) need not be uniform and may be made by the Committee
selectively among individuals who receive, or are eligible to receive, awards under this Plan, whether or not such persons are similarly
situated. The express grant in this Plan of any specific power to the Committee with respect to the administration or interpretation of
this Plan shall not be construed as limiting any power or authority of the Committee with respect to the administration or interpretation
of this Plan. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall be final and
conclusive. The members of the Committee shall not be liable for any act done in good faith with respect to this Plan or any Agreement,
Option, SAR, Incentive Award, Stock Award, Other Equity-Based Award or award of Performance Units. All expenses of administering
this Plan shall be borne by the Company.
ARTICLE IV
ELIGIBILITY
Any employee of the Company
or an Affiliate of the Company (including a trade or business that becomes an Affiliate of the Company after the adoption of this Plan)
and any member of the Board is eligible to participate in this Plan. In addition, any other individual who provides services to the Company
or an Affiliate of the Company (including an individual who provides services to the Company or an Affiliate of the Company by virtue
of employment with, or providing services to, the Operating Partnership, an Affiliate of the Operating Partnership or the Manager) is
eligible to participate in this Plan if the Committee, in its sole reasonable discretion, determines that the participation of such individual
is in the best interest of the Company.
ARTICLE V
COMMON SHARES SUBJECT TO PLAN
| 5.01 |
Common Shares Issued |
Upon the award of Common Stock
pursuant to a Stock Award, an Other Equity-Based Award or in settlement of an Incentive Award or an award of Performance Units, the Company
may deliver (and shall deliver if required under an Agreement) to the Participant shares of Common Stock from its authorized but unissued
Common Shares. Upon the exercise of any Option or SAR, the Company may deliver, to the Participant (or the Participant’s broker
if the Participant so directs), shares of Common Stock from its authorized but unissued Common Shares.
| 5.02 |
Aggregate and Grant Limits |
(a) The
maximum aggregate number of shares of Common Stock that may be issued under this Plan (pursuant to Options, SARs, Stock Awards or Other
Equity-Based Awards and the settlement of Incentive Awards and Performance Units granted on or after the Effective Date) together with
the number of shares of Common Stock issued under the Entities Plan (pursuant to Options, SARs, Stock Awards or Other Equity-Based Awards
and the settlement of Incentive Awards and Performance Units granted under the Entities Plan on or after the Effective Date) is equal
to 1,625,000 shares, plus a number of shares of Common Stock equal to the number of LTIP Units granted under the Bluerock Residential
Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Individuals and the Bluerock Residential Growth REIT, Inc. Amended
and Restated 2014 Equity Incentive Plan for Entities that are outstanding as of the Effective Date. Other Equity-Based Awards that are
LTIP Units shall reduce the maximum aggregate number of Common Shares that may be issued under this Plan and the Entities Plan on a one-for-one
basis, i.e., the grant of each LTIP Unit shall be treated as an award of a share of applicable Common Stock.
(b) The
maximum number of shares of Common Stock that may be issued under this Plan and the Entities Plan in accordance with Section 5.02(a) shall
be subject to adjustment as provided in Article XII.
(c) The
maximum number of shares of Common Stock that may be issued upon the exercise of Options that are incentive stock options or Corresponding
SARs that are related to incentive stock options shall be determined in accordance with Sections 5.02(a) and 5.02(b).
(d) A
Nonemployee Director may not be granted Options, SARs, Stock Awards, Performance Units, Other Equity-Based Awards or Incentive Awards
in any calendar year with respect to more than 40,000 shares of Common Stock.
| 5.03 |
Reallocation of Shares |
If, on or after the Effective
Date, any award or grant under this Plan or the Entities Plan (including LTIP Units and awards or grants made before the Effective Date)
expires, is forfeited or is terminated without having been exercised or is paid in cash without a requirement for the delivery of Common
Stock, then any shares of Common Stock covered by such lapsed, cancelled, expired, unexercised or cash-settled portion of such award or
grant and any forfeited, lapsed, cancelled or expired LTIP Units shall be available for the grant of other Options, SARs, Stock Awards,
Other Equity-Based Awards and settlement of Incentive Awards and Performance Units under this Plan or the Entities Plan. Any shares of
Common Stock tendered or withheld on or after the Effective Date to satisfy the grant or exercise price or tax withholding obligation
pursuant to any award under this Plan or the Entities Plan shall not be available for future grants or awards. In addition, any Options,
SARs, Stock Awards, Other Equity-Based Awards, Incentive Awards or Performance Units (or portion thereof) withheld on or after the Effective
Date to satisfy the tax withholding obligation pursuant to any award under this Plan or the Entities Plan shall not be available for future
grants or awards. If shares of Common Stock are issued in settlement of an SAR granted under this Plan or the Entities Plan, the number
of shares of Common Stock available under this Plan and the Entities Plan shall be reduced by the number of shares of Common Stock for
which the SAR was exercised rather than the number of shares of Common Stock issued in settlement of the SAR. To the extent permitted
by applicable law or the rules of any exchange on which the Common Stock is listed for trading, shares of Common Stock issued in
assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any
Affiliate of the Company shall not reduce the number of shares of Common Stock available for issuance under this Plan and the Entities
Plan.
ARTICLE VI
OPTIONS
In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom an Option is to be granted and will specify the number of
shares of Common Stock covered by such awards and the terms and conditions of such awards.
The price per share of Common
Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less than the
Fair Market Value on the date the Option is granted. Notwithstanding the preceding sentence, the price per share of Common Stock purchased
on the exercise of any Option that is an incentive stock option granted to an individual who is a Ten Percent Shareholder on the date
such option is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date the Option is granted.
Except as provided in Article XII, without the approval of stockholders (a) the price per share of Common Stock of an outstanding
Option may not be reduced (by amendment, cancellation and new grant or otherwise) and (b) no payment shall be made in cancellation
of an Option if on the date of such amendment, cancellation, replacement grant or payment the Option Price exceeds Fair Market Value.
| 6.03 |
Maximum Option Period |
The maximum period in which
an Option may be exercised shall be determined by the Committee on the date of grant except that no Option shall be exercisable after
the expiration of ten years from the date such Option was granted. In the case of an incentive stock option granted to a Participant who
is a Ten Percent Shareholder on the date of grant, such Option shall not be exercisable after the expiration of five years from the date
of grant. The terms of any Option may provide that it is exercisable for a period less than such maximum period.
An Option granted under this
Plan may be transferred only in accordance with this Section 6.04. An Option granted under this Plan may be transferred by will or
the laws of descent and distribution. To the extent permitted by the Agreement relating to an Option, an Option that is not an incentive
stock option may be transferred by a Participant during the Participant’s lifetime but only to a member of the Participant’s
immediate family (child, stepchild, grandchild, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law) or one or more trusts, partnerships or other entities in which such persons have more
than 50% of the beneficial interests. The holder of an Option transferred pursuant to this Section 6.04 shall be bound by the same
terms and conditions that governed the Option during the period it was held by the Participant. If an Option is transferred (by the Participant
or the Participant’s transferee), such Option and any Corresponding SAR must be transferred to the same person or persons or entity
or entities.
Incentive stock options may
only be granted to employees of the Company or its “parent” and “subsidiaries” (as such terms are defined in Section 424
of the Code). For purposes of determining the applicability of Section 422 of the Code (relating to incentive stock options), or
in the event that the terms of any Option provide that it may be exercised only during employment or continued service or within a specified
period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental
or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.
Subject to the provisions
of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times
and in compliance with such requirements as the Committee shall determine; provided, however, that (subject
to the provisions of Article III) no Option may become exercisable before the first anniversary of its grant or the date of the Participant’s
death or disability or as provided in Section 15.01 or Section 15.02. In addition, incentive stock options (granted under this
Plan and all plans of the Company and its “parents” and “subsidiaries” (as such terms are defined in Section 424
of the Code)) may not be first exercisable in a calendar year for Common Shares having a Fair Market Value (determined as of the date
an Option is granted) exceeding $100,000. An Option granted under this Plan may be exercised with respect to any number of whole shares
of Common Stock less than the full number for which the Option could be exercised. A partial exercise of an Option shall not affect the
right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining
shares of Common Stock subject to the Option. The exercise of an Option shall result in the termination of any Corresponding SAR to the
extent of the number of shares of Common Stock with respect to which the Option is exercised.
Subject to rules established
by the Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price may be made in cash, certified
check, by tendering shares of Common Stock, by attestation of ownership of shares of Common Stock, by a broker-assisted cashless exercise
or in such other form or manner acceptable to the Committee. If shares of Common Stock are used to pay all or part of the Option price,
the sum of the cash and cash equivalent and the Fair Market Value (determined on the date of exercise) of the Common Stock so surrendered
or other consideration paid must not be less than the Option price of the shares for which the Option is being exercised.
No Participant shall have
any rights as a stockholder with respect to shares of Common Stock subject to an Option until the date of exercise of such Option.
| 6.09 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired pursuant to the portion of an Option before the earlier of
(i) the first anniversary of the exercise of the such portion of the Option or (ii) the date the Participant is no longer employed
by or providing services to the Company, an Affiliate of the Company, or the Operating Partnership. A Participant shall notify the Company
of any sale or other disposition of shares of Common Stock acquired pursuant to an Option that was an incentive stock option if such sale
or disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the issuance of the Common Stock
to the Participant. Such notice shall be in writing and directed to the Secretary of the Company.
ARTICLE VII
SARS
In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom SARs are to be granted and will specify the number of shares
of Common Stock covered by such awards and the terms and conditions of such awards. No Participant may be granted Corresponding SARs (under
this Plan and all plans of the Company and its “parents” and “subsidiaries” (as such terms are defined in Section 424
of the Code)) that are related to incentive stock options which are first exercisable in any calendar year for shares of Common Stock
having an aggregate Fair Market Value (determined as of the date the related Option is granted) that exceeds $100,000.
The term of each SAR shall
be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten years from the date of grant.
In the case of a Corresponding SAR that is related to an incentive stock option granted to a Participant who is a Ten Percent Shareholder
on the date of grant, such Corresponding SAR shall not be exercisable after the expiration of five years from the date of grant. The terms
of any SAR may provide that it has a term that is less than such maximum period.
An SAR granted under this
Plan may be transferred only in accordance with this Section 7.03. An SAR granted under this Plan may be transferred by will or the
laws of descent and distribution. To the extent permitted by the Agreement relating to an SAR, an SAR that is not related to an incentive
stock option may be transferred by a Participant during the Participant’s lifetime but only to a member of the Participant’s
immediate family (child, stepchild, grandchild, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law) or one or more trusts, partnerships or other entities in which such persons have more
than 50% of the beneficial interests. The holder of an SAR transferred pursuant to this Section 7.03 shall be bound by the same terms
and conditions that governed the SAR during the period it was held by the Participant. If a Corresponding SAR is transferred (by the Participant
or the Participant’s transferee), such Corresponding SAR and the related Option must be transferred to the same person or persons
or entity or entities.
Subject to the provisions
of this Plan and the applicable Agreement, an SAR may be exercised in whole at any time or in part from time to time at such times and
in compliance with such requirements as the Committee shall determine; provided, however, that (subject to
the provisions of Article III) no SAR may become exercisable before the first anniversary of its grant or the date of the Participant’s
death or disability or as provided in Section 15.01 or Section 15.02. In addition, a Corresponding SAR that is related to an
incentive stock option may be exercised only to the extent that the related Option is exercisable and only when the Fair Market Value
exceeds the option price of the related Option. An SAR granted under this Plan may be exercised with respect to any number of whole shares
less than the full number for which the SAR could be exercised. A partial exercise of an SAR shall not affect the right to exercise the
SAR from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares of Common Stock subject
to the SAR. The exercise of a Corresponding SAR shall result in the termination of the related Option to the extent of the number of shares
of Common Stock with respect to which the SAR is exercised.
If the terms of any SAR provide
that it may be exercised only during employment or continued service or within a specified period of time after termination of employment
or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary
disability or other reasons shall not be deemed interruptions of continuous employment or service.
At the Committee’s discretion,
the amount payable as a result of the exercise of an SAR may be settled in cash, shares of Common Stock, or a combination of cash and
Common Stock. No fractional share of Common Stock will be deliverable upon the exercise of an SAR but a cash payment will be made in lieu
thereof.
No Participant shall, as a
result of receiving an SAR, have any rights as a stockholder of the Company or any Affiliate of the Company until the date that the SAR
is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock.
| 7.08 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired pursuant to the portion of an SAR before the earlier of (i) the
first anniversary of the exercise of such portion of the SAR or (ii) the date the Participant is no longer employed by or providing
services to the Company, an Affiliate of the Company, or the Operating Partnership.
ARTICLE VIII
STOCK AWARDS
In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom a Stock Award is to be made and will specify the number of
shares of Common Stock covered by such awards and the terms and conditions of such awards.
The Committee, on the date
of the award, shall prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted for a period
of time or subject to such conditions as may be set forth in the Agreement. Subject to the provisions of Article III, the period
in which the shares of Common Stock covered by a Stock Award are forfeitable or otherwise restricted shall not end before the first anniversary
of the grant of the Stock Award, the date of the Participant’s death or disability or as provided in Section 15.01 or Section 15.02.
By way of example and not of limitation, the Committee may prescribe that a Participant’s rights in a Stock Award shall be forfeitable
or otherwise restricted subject to the attainment of objectives stated with reference to the business of the Company or an Affiliate of
the Company or a business unit’s attainment of objectives stated with respect to performance criteria established by the Committee.
In the event that the terms
of any Stock Award provide that shares may become transferable and nonforfeitable thereunder only after completion of a specified period
of employment or continuous service, the Committee may decide in each case to what extent leaves of absence for governmental or military
service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.
Unless otherwise specified
in accordance with the applicable Agreement, while the shares of Common Stock granted pursuant to the Stock Award may be forfeited or
are nontransferable, a Participant will have all rights of a stockholder with respect to a Stock Award, including the right to receive
dividends and vote the shares of Common Stock; provided, however, that (i) dividends payable on shares of
Common Stock subject to a Stock Award that does not become nonforfeitable solely on the basis of continued employment or service shall
be accumulated and paid, without interest, when and to the extent that the underlying Stock Award becomes nonforfeitable; (ii) a
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Common Stock granted pursuant to
a Stock Award, and (iii) shares of Common Stock granted pursuant to a Stock Award shall be evidenced in such manner as the Committee
may deem appropriate, including book-entry registration or issuance of one or more stock certificates and if any certificate is issued
in respect of shares of Common Stock granted pursuant to a Stock Award, such certificate shall be registered in the name of the Participant
and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Stock Award, substantially
in the following form:
The transferability of this certificate
and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Bluerock Homes Trust, Inc.
Equity Incentive Plan for Individuals and an award agreement. Copies of such plan and award agreement are on file at the offices of Bluerock
Homes Trust, Inc.
The limitations set forth
in the preceding sentence shall not apply after the shares of Common Stock granted under the Stock Award are transferable and are no longer
forfeitable.
| 8.05 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired under the portion of a Stock Award before the earlier of
(i) the first anniversary of the date that such portion became nonforfeitable and (ii) the date the Participant is no longer
employed by or providing services to the Company, an Affiliate of the Company, or the Operating Partnership.
ARTICLE IX
PERFORMANCE UNIT AWARDS
In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom an award of Performance Units is to be made and will specify
the number of shares of Common Stock covered by such awards and the terms and conditions of such awards. The Committee also will specify
whether Dividend Equivalent Rights are granted in conjunction with the Performance Units.
The Committee, on the date
of the grant of an award, shall prescribe that the Performance Units will be earned, and the Participant will be entitled to receive payment
pursuant to the award of Performance Units, only upon the satisfaction of performance objectives or such other criteria as may be prescribed
by the Committee. Subject to the provisions of Article III, the period in which Performance Units will be earned shall not end before
the first anniversary of the grant of the Performance Units, the date of the Participant’s death or disability or as provided in
Section 15.01 or Section 15.02.
In the discretion of the Committee,
the amount payable when an award of Performance Units is earned may be settled in cash, by the issuance of shares of Common Stock, by
the grant of an Other Equity-Based Award (including LTIP Units), by the delivery of other securities or property or a combination thereof.
A fractional share of Common Stock shall not be deliverable when an award of Performance Units is earned, but a cash payment will be made
in lieu thereof. The amount payable when an award of Performance Units is earned shall be paid in a lump sum.
A Participant, as a result
of receiving an award of Performance Units, shall not have any rights as a stockholder until, and then only to the extent that, the award
of Performance Units is earned and settled in shares of Common Stock. After an award of Performance Units is earned and settled in Common
Stock, a Participant will have all the rights of a stockholder of the Company.
Any rights or restrictions
with respect to the ability of the holder of any Performance Unit granted under this Plan to transfer such Performance Unit shall be set
forth in the Agreement relating to such grant; provided, however, that Performance Units may be transferred by
will or the laws of descent and distribution.
In the event that the terms
of any Performance Unit award provide that no payment will be made unless the Participant completes a stated period of employment or continued
service, the Committee may decide to what extent leaves of absence for government or military service, illness, temporary disability,
or other reasons shall not be deemed interruptions of continuous employment or service.
| 9.07 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock issued in settlement of Performance Units before the earlier of (i) the
first anniversary of the date the shares were issued to the Participant or (ii) the date the Participant is no longer employed by
or providing services to the Company, an Affiliate of the Company, or the Operating Partnership.
ARTICLE X
OTHER EQUITY-BASED AWARDS
In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom an Other Equity-Based Award is to be made and will specify
the number of shares of Common Stock or other equity interests (including LTIP Units) covered by such awards and the terms and conditions
of such awards; provided, however, that the grant of LTIP Units must satisfy the requirements of the partnership
agreement of the Operating Partnership as in effect on the date of grant. The Committee also will specify whether Dividend Equivalent
Rights are granted in conjunction with the Other Equity-Based Award.
| 10.02 |
Terms and Conditions |
The Committee, at the time
an Other Equity-Based Award is made, shall specify the terms and conditions which govern the award. The terms and conditions of an Other
Equity-Based Award may prescribe that a Participant’s rights in the Other Equity-Based Award shall be forfeitable, nontransferable
or otherwise restricted for a period of time or subject to such other conditions as may be determined by the Committee, in its discretion
and set forth in the Agreement. Subject to the provisions of Article III, the period in which such award shall be forfeitable, nontransferable
or otherwise restricted shall not end before the first anniversary of the grant of the Other Equity-Based Award, the date of the Participant’s
death or disability or as provided in Section 15.01 or Section 15.02. Other Equity-Based Awards may be granted to Participants,
either alone or in addition to other awards granted under this Plan, and Other Equity-Based Awards may be granted in the settlement of
other Awards granted under this Plan.
| 10.03 |
Payment or Settlement |
Other Equity-Based Awards
valued in whole or in part by reference to, or otherwise based on, Common Stock, shall be payable or settled in shares of Common Stock,
cash or a combination of Common Stock and cash, as determined by the Committee in its discretion; provided, however,
that any shares of Common Stock that are issued on account of the conversion of LTIP Units into shares of Common Stock shall not reduce
the number of shares of Common Stock available for issuance under the Plan or the Entities Plan. Other Equity-Based Awards denominated
as equity interests other than shares of Common Stock may be paid or settled in shares or units of such equity interests or cash or a
combination of both as determined by the Committee in its discretion.
If the terms of any Other
Equity-Based Award provides that it may be earned or exercised only during employment or continued service or within a specified period
of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental
or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service.
Any rights or restrictions
with respect to the ability of the holder of an Other Equity-Based Award (including LTIP Units) granted under this Plan to transfer such
Other Equity-Based Award (including LTIP Units) shall be set forth in the Agreement relating to such grant; provided, however,
that an Other Equity-Based Award (including LTIP Units) may be transferred by will or the laws of descent and distribution.
A Participant, as a result
of receiving an Other Equity-Based Award, shall not have any rights as a stockholder until, and then only to the extent that, the Other
Equity-Based Award is earned and settled in shares of Common Stock.
| 10.07 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock or other equity interests (including LTIP Units) covered by an Other
Equity-Based Award before the earlier of (i) the first anniversary of the date that such shares or interests become nonforfeitable
and (ii) the date the Participant is no longer employed or providing services to the Company, an Affiliate of the Company, or the
Operating Partnership.
ARTICLE XI
INCENTIVE AWARDS
In accordance with the provisions
of Articles III and IV, the Committee will designate each individual to whom an Incentive Award is to be made and will specify the terms
and conditions of such award. The Committee also will specify whether Dividend Equivalent Rights are granted in conjunction with the Incentive
Award.
| 11.02 |
Terms and Conditions |
The Committee, at the time
an Incentive Award is made, shall specify the terms and conditions that govern the award. Such terms and conditions may prescribe that
the Incentive Award shall be earned only to the extent that the Participant, the Company or an Affiliate of the Company, during a performance
period of at least one year, achieves objectives stated with reference to one or more performance measures or criteria prescribed by the
Committee. Subject to the provisions of Article III, the period over which the Incentive Award is earned shall not end before the
first anniversary of the grant of the Incentive Award, the date of the Participant’s death or disability or as provided in Section 15.01
or Section 15.02. A goal or objective may be expressed on an absolute basis or relative to the performance of one or more similarly
situated companies or a published index. When establishing goals and objectives, the Committee may exclude any or all special, unusual,
and/or extraordinary items as determined under U.S. generally accepted accounting principles including, without limitation, the charges
or costs associated with restructurings of the Company, discontinued operations, other unusual or non-recurring items, and the cumulative
effects of accounting changes. The Committee may also adjust the performance goals for any Incentive Award as it deems equitable in recognition
of unusual or non-recurring events affecting the Company, changes in applicable tax laws or accounting principles, or such other factors
as the Committee may determine. Such terms and conditions also may include other limitations on the payment of Incentive Awards including,
by way of example and not of limitation, requirements that the Participant complete a specified period of employment or service with the
Company or an Affiliate of the Company or that the Company, an Affiliate of the Company, or the Participant attain stated objectives or
goals (in addition to those prescribed in accordance with the preceding sentence) as a prerequisite to payment under an Incentive Award.
Any rights or restrictions
with respect to the ability of the holder of an Incentive Award granted under this Plan to transfer such Incentive Award shall be set
forth in the Agreement relating to such grant; provided, however, that an Incentive Award may be transferred
by will or the laws of descent and distribution.
If the terms of an Incentive
Award provide that a payment will be made thereunder only if the Participant completes a stated period of employment or continued service
the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other
reasons shall not be deemed interruptions of continuous employment or service.
An Incentive Award that is
earned shall be settled with a single lump sum payment which may be in cash, shares of Common Stock, an Other Equity-Based Award (including
LTIP Units) or a combination thereof, as determined by the Committee.
No Participant shall, as a
result of receiving an Incentive Award, have any rights as a stockholder of the Company or an Affiliate of the Company until the date
that the Incentive Award is settled and then only to the extent that the Incentive Award is settled by the issuance of shares of Common
Stock.
| 11.07 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock issued in settlement of an Incentive Award until the earlier of (i) the
first anniversary of the date the shares were issued to the Participant or (ii) the date the Participant is no longer employed by
or providing services to the Company, an Affiliate of the Company, or the Operating Partnership.
ARTICLE XII
ADJUSTMENT UPON CHANGE IN COMMON SHARES
The maximum number of shares
of Common Stock as to which Options, SARs, Performance Units, Incentive Awards, Stock Awards and Other Equity-Based Awards may be
granted under this Plan and the Entities Plan, the grant limitation applicable to Nonemployee Directors and the terms of outstanding Stock
Awards, Options, SARs, Incentive Awards, Performance Units and Other Equity-Based Awards granted under this Plan and the Entities
Plan, shall be adjusted as the Board determines is equitably required in the event that (i) the Company (a) effects one or more
nonreciprocal transactions between the Company and its shareholders such as a share dividend, extra-ordinary cash dividend, share split-up,
subdivision or consolidation of Common Stock that affects the number or kind of shares of Common Stock (or other securities of the Company)
or the Fair Market Value (or the value of other Company securities) and causes a change in the Fair Market Value of the shares of Common
Stock subject to outstanding awards or (b) engages in a transaction to which Section 424 of the Code applies or (ii) there
occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article XII
by the Board shall be nondiscretionary, final and conclusive.
The issuance by the Company
of any class of Common Stock, or securities convertible into any class of Common Stock, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of Common Stock or obligations
of the Company convertible into such Common Stock or other securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the maximum number of shares of Common Stock as to which Options, SARs, Performance Units, Incentive Awards,
Stock Awards and Other Equity-Based Awards may be granted under this Plan and the Entities Plan, the grant limitation applicable to Nonemployee
Directors or the terms of outstanding Stock Awards, Incentive Awards, Options, SARs, Performance Units or Other Equity-Based Awards
under this Plan and the Entities Plan.
The Committee may make Stock
Awards and may grant Options, SARs, Performance Units, Incentive Awards or Other Equity-Based Awards under this Plan and under the
Entities Plan in substitution for performance shares, phantom shares, share awards, stock options, share appreciation rights, or similar
awards held by an individual who becomes an employee of the Company or an Affiliate of the Company in connection with a transaction described
in the first paragraph of this Article XII. Notwithstanding any provision of this Plan and the Entities Plan, the terms of such substituted
Stock Awards, SARs, Other Equity-Based Awards, Options or Performance Units granted under this Plan or the Entities Plan shall be as the
Committee, in its discretion, determines is appropriate.
ARTICLE XIII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option or SAR shall be
exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made
under this Plan except in compliance with all applicable federal, state and foreign laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all stock exchanges on which
the Common Stock may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any certificate
issued to represent Common Stock when a Stock Award is granted, a Performance Unit, Incentive Award or Other Equity-Based Award is
settled or for which an Option or SAR is exercised may bear such legends and statements as the Committee may deem advisable to assure
compliance with federal, state and foreign laws and regulations. No Option or SAR shall be exercisable, no Stock Award or Performance
Unit shall be granted, no Common Stock shall be issued, no certificate for Common Stock shall be delivered, and no payment shall be made
under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having
jurisdiction over such matters.
ARTICLE XIV
GENERAL PROVISIONS
| 14.01 |
Effect on Employment and Service |
Neither the adoption of this
Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any individual or
entity any right to continue in the employ or service of the Company or an Affiliate of the Company or in any way affect any right and
power of the Company or an Affiliate of the Company to terminate the employment or service of any individual or entity at any time with
or without assigning a reason therefor.
This Plan, insofar as it provides
for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants
under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual
obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of,
or other encumbrance on, any property of the Company.
| 14.03 |
Rules of Construction |
Headings are given to the
articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other
provision of law shall be construed to refer to any amendment to or successor of such provision of law.
All awards made under this
Plan are intended to comply with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after
giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12). This Plan and all Agreements shall
be administered, interpreted and construed in a manner consistent with Section 409A. Nevertheless, the tax treatment of the benefits
provided under this Plan or any Agreement is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors
or trustees, officers, employees or advisors (other than in his or her individual capacity as a Participant with respect to his or her
individual liability for taxes, interest, penalties or other monetary amounts) shall be held liable for any taxes, interest, penalties
or other monetary amounts owed by any Participant or any other taxpayer as a result of the Plan or any Agreement. If any provision of
this Plan or any Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall
be modified and given effect, in the sole discretion of the Committee and without requiring the Participant’s consent, in such manner
as the Committee determines to be necessary or appropriate to comply with, or effectuate an exemption from, Section 409A. Each payment
under an award granted under this Plan shall be treated as a separate identified payment for purposes of Section 409A.
If a payment obligation under
an award or an Agreement arises on account of the Participant’s termination of employment and such payment obligation constitutes
“deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions
in Treasury Regulation sections 1.409A-1(b)(3) through (b))12)), it shall be payable only after the Participant’s “separation
from service” (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if
the Participant is a “specified employee” (as defined under Treasury Regulation section 1.409A-1(i)) then, subject to any
permissible acceleration of payment by the Committee under Treasury Regulation Section 1.409A-3(j)(4)(ii) (domestic relations
orders), Treasury Regulation Section 1.409A-3(j)(4)(iii) (conflicts of interest) or Treasury Regulation Section 1.409A-3(j)(4)(iv) (payment
of employment taxes) any such payment that is scheduled to be paid within six months after such separation from service shall accrue without
interest and shall be paid on the first day of the seventh month beginning after the date of the Participant’s separation from service
or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Participant’s estate
following the Participant’s death.
Each Participant shall be
responsible for satisfying any income, employment and other tax withholding obligations attributable to participation in this Plan. Unless
otherwise provided by the Agreement, any such withholding tax obligations may be satisfied in cash (including from any cash payable in
settlement of an award of Performance Units, SARs or Other Equity-Based Award) or a cash equivalent acceptable to the Committee. Except
to the extent prohibited by Treasury Regulation Section 1.409A-3(j), any minimum statutory federal, state, district, city or foreign
withholding tax obligations also may be satisfied (a) by surrendering to the Company shares of Common Stock previously acquired by
the Participant; (b) by authorizing the Company to withhold or reduce the number of shares of Common Stock otherwise issuable to
the Participant upon the exercise of an Option or SAR, the settlement of a Performance Unit award, Incentive Award or an Other Equity-Based
Award (if applicable) or the grant or vesting of a Stock Award; or (c) by any other method as may be approved by the Committee. If
shares of Common Stock are used to pay all or part of such withholding tax obligation, the Fair Market Value of the Common Stock surrendered,
withheld or reduced shall be determined as of the date of surrender, withholding or reduction and the number of shares of Common Stock
which may be withheld, surrendered or reduced shall be limited to the number of shares of Common Stock which have a Fair Market Value
on the date of withholding, surrender or reduction equal to the aggregate amount of such liabilities based on the minimum statutory withholding
rates for tax purposes that are applicable to such supplemental taxable income.
This Plan shall be interpreted
and construed in a manner consistent with the Company’s status as a REIT. No award shall be granted or awarded, and with respect
to any award granted under this Plan, such award shall not vest, be exercisable or be settled (i) to the extent that the grant, vesting,
exercise or settlement could cause the Participant or any other person to be in violation of the share ownership limit or any other limitation
on ownership or transfer prescribed by the Company’s charter, or (ii) if, in the discretion of the Committee, the grant, vesting,
exercise or settlement of the award could impair the Company’s status as a REIT.
| 14.06 |
Elections Under Section 83(b) |
No Participant may make an
election under Section 83(b) of the Code with respect to the grant of any award, the vesting of any award, the settlement of
any award or the issuance of Common Stock under the Plan without the consent of the Company, which the Company may grant or withhold in
its sole discretion.
| 14.07 |
Return of Awards; Repayment |
Each Option, SAR, Stock Award,
Performance Unit Award, Incentive Award and Other Equity-Based Award (including an LTIP Unit) granted under the Plan is subject to
the condition that the Company may require that such award be returned, and that any payment made with respect to such award must be repaid,
if (a) such action is required under the terms of any Company recoupment or “clawback” policy as in effect on the date
that the award was granted or (b) such award or payment made with respect to any award is, or in the future becomes, subject to any
law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule,
requirement or regulation; provided, however, that such clawback shall not be duplicative of any clawback
required under clause (a).
ARTICLE XV
CHANGE IN CONTROL
| 15.01 |
Time-Based Awards or Performance Awards Not Assumed |
Each award (including a Time-Based
Award or a Performance Award) that is outstanding on a Control Change Date and that is not assumed or replaced with a substitute award
in accordance with Section 15.02 shall be fully vested, earned or exercisable as of the Control Change Date, provided that the performance
objectives in respect of a Performance Award shall be deemed to be achieved at (unless otherwise agreed in connection with the Change
in Control) the greater of (a) the applicable target level and (b) the level of achievement of the performance objectives for
the award as determined by the Committee taking into account performance through the latest date preceding the Control Change Date (but
not later than the end of the applicable performance period).
The Committee, in its discretion
and without the need of a Participant’s consent, may provide that a Time-Based Award or a Performance Award that becomes vested,
earned or exercisable under this Section 15.01 may be cancelled in exchange for a payment. The payment may be in cash, Common Stock
or other securities or consideration received by stockholders in the Change in Control transaction. With respect to each Time-Based Award
or Performance Award that becomes vested, earned or exercisable under this Section 15.01, the payment shall be an amount that is
substantially equal to (i) the amount by which the price per share received by stockholders in the Change in Control for each share
of Common Stock exceeds the option price or Initial Value in the case of an Option and SAR or (ii) for each vested share of Common
Stock subject to a Stock Award, Performance Unit or Other Equity-Based Award, the price per share received by stockholders for Common
Stock and (iii) the value of the other securities or property in which the Performance Unit or Other Equity-Based Award is denominated
and vested. Notwithstanding any contrary provision of this Section 15.01, if the option price or Initial Value exceeds the price
per share of Common Stock received by stockholders in the Change in Control transaction, the Option or SAR may be cancelled without any
payment to the Participant.
| 15.02 |
Assumption of Time-Based Awards and Performance Awards |
The Committee, in its discretion
and without the need of a Participant’s consent, may provide that a Performance Award that is outstanding on the Control Change
Date shall be assumed by, or a substitute award granted by, the Successor Entity (or, if applicable, the Parent Company) in the Change
in Control. Such assumed or substituted award shall be of the same type of award as the original Performance Award being assumed or replaced.
The assumed or substituted award shall have a value, as of the Control Change Date, that is substantially equal to the value of the original
Performance Award (or the difference between the Fair Market Value and the option price or Initial Value in the case of Options and SARs)
as the Committee determines is equitably required. Except as provided in the following sentence, the assumed or substituted award shall
have the same vesting terms and conditions as the original Performance Award being assumed or replaced; provided, however,
that the performance objectives and measures of the original Performance Award being assumed or replaced shall be adjusted as the Committee
determines is equitably required. Notwithstanding the preceding sentence, the assumed or substituted award shall be vested, earned or
exercisable on the last day of the Participant’s employment or service with the Company, the Successor Entity or any Affiliate of
the Company or the Successor Entity, with respect to a pro rata number of shares or other securities subject to the award
based on the extent to which the performance or other objectives are achieved as of the date of the Participant’s termination of
employment or service with the Company, the Successor Entity or any Affiliate of the Company or the Successor Entity if (i) such
employment or service ends (a) on account of an involuntary termination without Cause, (b) if the Participant is party to an
employment agreement with the Company, the Successor Entity or any Affiliate of the Company or the Successor Entity that provides for
accelerated vesting upon such a termination, by reason of a termination due to a non-renewal of the term of the employment agreement by
such employer but only if the Participant is willing and able to continue performing services on the terms and conditions that would have
applied under the employment agreement but for the non-renewal, (c) on account of the Participant’s resignation for Good Reason
or (d) on account of the Participant’s death or disability and (ii) the Participant remained in the continuous employ
or service of the Company, the Successor Entity or an Affiliate of the Company or the Successor Entity from the Control Change Date until
the date of such termination of employment or service. The pro ration shall be based on a fraction, the numerator of which is the number
of days in the applicable performance period that have elapsed as of the date of termination of employment or service and the denominator
of which is the total number of days in the applicable performance period. Any portion of a Performance Award that does not become vested,
earned or exercisable as of the date of termination of employment or service shall be forfeited as of the date of such termination.
The Committee, in its discretion
and without the need of a Participant’s consent, may provide that a Time-Based Award that is outstanding on the Control Change Date
shall be assumed by, or a substitute award granted by, the Successor Entity (or, if applicable, the Parent Company) in the Change in Control.
Such assumed or substituted award shall be of the same type of award as the original Time-Based Award being assumed or replaced. The assumed
or substituted award shall have a value, as of the Control Change Date, that is substantially equal to the value of the original Time-Based
Award (or the difference between the Fair Market Value and the option price or Initial Value in the case of Options and SARs) as the Committee
determines is equitably required. Except as provided in the following sentence, the assumed or substituted award shall have the same vesting
terms and conditions as the original Time-Based Award being assumed or replaced. Notwithstanding the preceding sentence, the assumed or
substituted award shall be fully vested, earned or exercisable on the last day of the Participant’s employment or service with the
Company, the Successor Entity or any Affiliate of the Company or the Successor Entity if (i) such employment or service ends (a) on
account of an involuntary termination without Cause, (b) following non-renewal of the employment agreement, if any, between the Participant
and the Company, the Successor Entity or any Affiliate of the Company or the Successor Entity, (c) on account of the Participant’s
resignation for Good Reason or (d) on account of the Participant’s death or disability and (ii) the Participant remained
in the continuous employ or service of the Company, the Successor Entity or an Affiliate of the Company or the Successor Entity from the
Control Change Date until the date of such termination of employment or service.
| 15.03 |
Limitation of Benefits |
The benefits that a Participant
may be entitled to receive under this Plan and other benefits that a Participant is entitled to receive under other plans, agreements
and arrangements (which, together with the benefits provided under this Plan, are referred to as “Payments”), may constitute
Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 15.03, the Parachute Payments will
be reduced pursuant to this Section 15.03 if, and only to the extent that, a reduction will allow a Participant to receive a greater
Net After Tax Amount than a Participant would receive absent a reduction.
The Accounting Firm will first
determine the amount of any Parachute Payments that are payable to a Participant. The Accounting Firm also will determine the Net After
Tax Amount attributable to the Participant’s total Parachute Payments.
The Accounting Firm will next
determine the largest amount of Payments that may be made to the Participant without subjecting the Participant to tax under Code Section 4999
(the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped
Payments.
The Participant will receive
the total Parachute Payments or the Capped Payments, whichever provides the Participant with the higher Net After Tax Amount. If the Participant
will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this
Plan or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction
to be directed by the Participant) and then by reducing the amount of any benefits under this Plan or any other plan, agreement or arrangement
that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) in a manner that
results in the best economic benefit to the Participant (or, to the extent economically equivalent, in a pro rata manner). The Accounting
Firm will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and
will send the Participant and the Company a copy of its detailed calculations supporting that determination.
As a result of the uncertainty
in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Article XV,
it is possible that amounts will have been paid or distributed to the Participant that should not have been paid or distributed under
this Section 15.03 (“Overpayments”), or that additional amounts should be paid or distributed to the Participant under
this Section 15.03 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency
by the Internal Revenue Service against the Company or the Participant, which assertion the Accounting Firm believes has a high probability
of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay the Overpayment
to the Company, without interest; provided, however, that no amount will be payable by the Participant to
the Company unless, and then only to the extent that, the repayment would either reduce the amount on which the Participant is subject
to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines,
based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Participant
and the Company of that determination and the amount of that Underpayment will be paid, without interest, to the Participant promptly
by the Company.
For purposes of this Section 15.03,
the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the Control Change
Date. For purposes of this Article XV, the term “Net After Tax Amount” means the amount of any Parachute Payments or
Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes
applicable to the Participant on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined
effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable,
in effect on the date of payment. For purposes of this Section 15.03, the term “Parachute Payment” means a payment that
is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or
proposed thereunder.
Notwithstanding any other
provision of this Section 15.03, this Section 15.03 shall not limit or otherwise supersede the provisions of any other agreement
or plan which provides that a Participant cannot receive Payments in excess of the Capped Payments.
ARTICLE XVI
AMENDMENT
The Board may amend or terminate
this Plan at any time; provided, however, that no amendment may adversely impair the rights of Participants
with respect to outstanding awards. In addition, an amendment will be contingent on approval of the Company’s stockholders if (a) such
approval is required by law or the rules of any exchange on which the Common Stock is listed, (b) if the amendment would materially
increase the benefits accruing to Participants under this Plan, materially increase the aggregate number of shares of Common Stock that
may be issued under this Plan and the Entities Plan (except as provided in Article XII) or materially modify the requirements as
to eligibility for participation in this Plan or (c) other than in connection with an involuntary termination of employment (including
but not limited to death or disability), the amendment would accelerate the time at which any Option or SAR may be exercised, the time
at which a Stock Award or Other Equity-Based Award may become transferable or nonforfeitable or the time at which an Other Equity-Based
Award, an Incentive Award or an award of Performance Units may be settled or if the amendment would extend the term of this Plan. For
the avoidance of doubt, without the approval of stockholders, the Board may not (except pursuant to Article XII) (a) reduce
the option price per share of an outstanding Option or the Initial Value of an outstanding SAR, (b) cancel an outstanding Option
or outstanding SAR when the option price or Initial Value, as applicable exceeds the Fair Market Value or (c) take any other action
with respect to an outstanding Option or an outstanding SAR that may be treated as a repricing of the award under the rules and regulations
of the principal exchange on which the Common Stock is listed for trading.
ARTICLE XVII
DURATION OF PLAN
No Stock Award, Performance
Unit Award, Incentive Award, Option, SAR or Other Equity-Based Award may be granted under this Plan ten years after the Effective
Date. Stock Awards, Performance Unit awards, Options, SARs and Other Equity-Based Awards granted before such date shall remain valid in
accordance with their terms.
ARTICLE XVIII
EFFECTIVENESS OF PLAN
Options, SARs, Stock Awards,
Performance Unit Awards, Incentive Awards and Other Equity-Based Awards (including LTIP Units) may be granted under this Plan on
and after the date that this Plan, as amended and restated herein, is approved by a majority of the votes cast by the Company’s
stockholders, voting either in person or by proxy, at a duly held stockholders’ meeting within twelve months of its adoption by
the Board (the “Effective Date”).
Exhibit 10.2
BLUEROCK HOMES TRUST, INC.
AMENDED AND RESTATED EQUITY INCENTIVE PLAN FOR ENTITIES
Effective June 11, 2025
ARTICLE I
DEFINITIONS
“Affiliate”
means, with respect to any entity, any other entity, whether now or hereafter existing, which controls, is controlled by, or is under
common control with, the first entity (including, but not limited to, joint ventures, limited liability companies and partnerships). For
this purpose, the term “control” (including the correlative meanings of the terms “controlled by” and “under
common control with”) shall mean ownership, directly or indirectly, of 50% or more of the total combined voting power of all classes
of voting securities issued by such entity, or the possession, directly or indirectly, of the power to direct the management and policies
of such entity, by contract or otherwise.
“Agreement”
means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and
conditions of a Stock Award, an award of Performance Units, an Incentive Award, an Option, SAR or Other Equity-Based Award (including
an LTIP Unit) granted to such Participant.
“Board”
means the Board of Directors of the Company.
“Change in Control”
means and includes each of the following:
(a) The
acquisition, either directly or indirectly, by any individual, entity or group (within the meaning of Sections 13(d) and 14(d)(2) of
the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), of more than 30% of either (i) the
then outstanding shares of Common Stock, taking into account as outstanding for this purpose such shares of Common Stock issuable upon
the exercise of options or warrants, the conversion of convertible shares or debt, and the exercise of any similar right to acquire such
Common Stock (but excluding any OP Units) (the “Outstanding Company Common Stock”) or (ii) the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that the following acquisitions shall not constitute
a Change in Control (i) any acquisition by the Company or any of its subsidiaries, (ii) any acquisition by a trustee or other
fiduciary holding the Company’s securities under an employee benefit plan sponsored or maintained by the Company or any of its Affiliates,
(iii) any acquisition by an underwriter, initial purchaser or placement agent temporarily holding the Company’s securities
pursuant to an offering of such securities or (iv) any acquisition by an entity owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of the then Outstanding Company Common Stock.
(b) Individuals
who constitute Incumbent Directors at the beginning of any consecutive twelve month period, together with any new Incumbent
Directors who become members of the Board during such twelve month period, cease to be a majority of the Board at the end of such
twelve month period.
(c) The
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the
Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in
the transaction (a “Business Combination”), in each case, unless following such Business Combination:
(i) the
individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business
Combination, beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of members of the board of directors (or the analogous governing body) of the entity resulting
from such Business Combination (the “Successor Entity”) (or, if applicable, the ultimate parent entity that directly or indirectly
has beneficial ownership of sufficient voting securities to elect a majority of the members of the board of directors (or the analogous
governing body) of the Successor Entity (the “Parent Company”));
(ii) no
Person (other than any employee benefit plan sponsored or maintained by the Successor Entity or the Parent Company) beneficially owns
(within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or the analogous
governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity); and
(iii) at
least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no
Parent Company, the Successor Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the
Board’s approval of the execution of the initial agreement providing for such Business Combination.
(d) The
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole,
to any Person that is not a subsidiary of the Company.
In addition, if a Change in
Control (as defined in clauses (a) through (d) above) constitutes a payment event with respect to any Option, SAR, Stock Award,
Performance Unit, Incentive Award or Other Equity-Based Award that provides for the deferral of compensation and is subject to Section 409A
of the Code, no payment will be made under that award on account of a Change in Control unless the event described in subsection (a),
(b), (c) or (d) above, as applicable, constitutes a “change in control event” as defined in Treasury Regulation
Section 1.409A-3(i)(5).
“Code”
means the Internal Revenue Code of 1986, and any amendments thereto.
“Committee”
means the Compensation Committee of the Board or such other committee of the Board as the Board may from time to time designate.
Unless otherwise determined by the Board, the Committee shall consist of two or more members of the Board, at least two of whom are
intended to qualify as “non-employee directors” as defined by Rule 16b-3 of the Exchange Act or any successor
rule; provided, however, that any action taken by the Committee shall be valid and effective, whether
or not the members of the Committee at the time of such action are later determined not to have satisfied the foregoing requirements
or otherwise provided in any charter of the Committee. If there is no Compensation Committee and the Board has not designated any
other committee, then “Committee” means the Board.
“Common Stock”
means the Class A or Class C common stock of the Company.
“Company”
means Bluerock Homes Trust, Inc., a Maryland corporation.
“Control Change Date”
means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control
Change Date” is the date of the last of such transactions on which the Change in Control occurs.
“Corresponding SAR”
means an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised,
of that portion of the Option to which the SAR relates.
| 1.11 |
Dividend Equivalent Right |
“Dividend Equivalent
Right” means the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have
credited) cash, securities or other property in amounts equivalent to the cash, securities or other property dividends declared on shares
of Common Stock with respect to specified Performance Units, an Other Equity-Based Award or Incentive Award of units denominated in shares
of Common Stock or other Company securities, as determined by the Committee, in its sole discretion. The Committee shall provide that
Dividend Equivalent Rights payable with respect to any such award that does not become nonforfeitable solely on the basis of continued
service shall be accumulated and distributed only when, and to the extent that, the underlying award is vested or earned. The Committee
may provide that Dividend Equivalent Rights (if any) shall be deemed to have been reinvested in additional shares of Common Stock or otherwise
reinvested.
“Effective Date”
means the Effective Date as set forth in Article XVIII.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended.
“Fair Market
Value” means, on any given date, the reported “closing” price of a share of Common Stock on the New York Stock
Exchange for such date or, if there is no closing price for a share of Common Stock on the date in question, the closing price for a
share of Common Stock on the last preceding date for which a quotation exists. If, on any given date, the Common Stock is not listed
for trading on the New York Stock Exchange, then Fair Market Value shall be the “closing” price of a share of Common
Stock on such other exchange on which the Common Stock is listed for trading for such date (or, if there is no closing price for a
share of Common Stock on the date in question, the closing price for a share of Common Stock on the last preceding date for which
such quotation exists) or, if the Common Stock is not listed on any exchange, the amount determined by the Committee using any
reasonable method in good faith and in accordance with the regulations under Section 409A of the Code.
“Incentive Award”
means an award awarded under Article XI which, subject to the terms and conditions prescribed by the Committee, entitles the Participant
to receive a payment from the Company or an Affiliate of the Company.
“Incumbent Directors”
means individuals elected to the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for Director without objection to such nomination) and whose election or nomination for election to the Board was
approved by a vote of at least two-thirds of the directors serving on the Board at the time of the election or nomination, as applicable,
shall be an Incumbent Director. No individual designated to serve as a director by a person who shall have entered into an agreement with
the Company to effect a transaction described in Section 1.04(a) or Section 1.04(c) and no individual initially elected
or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors shall be an
Incumbent Director.
“Individuals
Plan” means the Bluerock Homes Trust, Inc. Amended and Restated Equity Incentive Plan for Individuals, effective as
of the Effective Date, and as may be amended from time to time.
“Initial Value”
means, with respect to a Corresponding SAR, the option price per share of the related Option and, with respect to an SAR granted independently
of an Option, the price per share of Common Stock as determined by the Committee on the date of grant; provided, however,
that the price shall not be less than the Fair Market Value on the date of grant. Except as provided in Article XII, without the
approval of stockholders (a) the Initial Value of an outstanding SAR may not be reduced (by amendment, cancellation and new grant
or otherwise) and (b) no payment shall be made in cancellation of an SAR if, on the date of such amendment, cancellation, new grant
or payment the Initial Value exceeds Fair Market Value.
“LTIP Unit”
means an “LTIP Unit” as defined in the Operating Partnership’s partnership agreement. An LTIP Unit granted under this
Plan represents the right to receive the benefits, payments or other rights in respect of an LTIP Unit set forth in that partnership agreement,
subject to the terms and conditions of the applicable Agreement and that partnership agreement.
“Manager” means Bluerock
Homes Manager, LLC, a Delaware limited liability company.
“Offering”
means the initial public offering of Common Stock registered under the Securities Act of 1933, as amended.
“OP Units”
means units of limited partnership interest of the Operating Partnership.
| 1.23 |
Operating Partnership |
“Operating Partnership”
means Bluerock Residential Holdings, L.P., a Delaware limited partnership and the Company’s operating partnership.
“Option”
means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.
| 1.25 |
Other Equity-Based Award |
“Other Equity-Based
Award” means any award other than an Incentive Award, an Option, an SAR, a Performance Unit award or a Stock Award which, subject
to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive shares of Common Stock or rights
or units valued in whole or in part by reference to, or otherwise based on, shares of Common Stock (including securities convertible into
Common Stock) or other equity interests, including LTIP Units.
“Participant”
means any entity that provides services to the Company or an Affiliate of the Company (including an entity that provides services to the
Company or an Affiliate of the Company by virtue of its providing services to the Operating Partnership, an Affiliate of the Operating
Partnership or the Manager), and that satisfies the requirements of Article IV and is selected by the Committee to receive an award
of Performance Units or a Stock Award, an Incentive Award, Option, SAR, Other Equity-Based Award or a combination thereof.
“Performance Award”
means an Option, SAR, Stock Award, award of Performance Units, Incentive Award or Other Equity-Based Award (including an LTIP Unit)
that is not a Time-Based Award.
“Performance Units”
means an award, in the amount determined by the Committee, stated with reference to a specified or determinable number of shares of Common
Stock, that in accordance with the terms of an Agreement entitles the holder to receive a payment for each specified unit equal to the
value of an equal number of shares of Common Stock on the date of payment.
“Plan”
means this Bluerock Homes Trust, Inc. Amended and Restated Equity Incentive Plan for Entities, as set forth herein and as may
be amended from time to time.
“REIT”
means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.
“SAR” means
a stock appreciation right that in accordance with the terms of an Agreement entitles the holder to receive, with respect to each share
of Common Stock encompassed by the exercise of the SAR, the excess, if any, of the Fair Market Value at the time of exercise over the
Initial Value. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the
context requires otherwise.
“Stock Award”
means shares of Common Stock awarded to a Participant under Article VIII.
“Time-Based Award”
means an Option, SAR, Stock Award, award of Performance Units, Incentive Award or Other Equity-Based Award (including an LTIP Unit)
that vests, is earned or becomes exercisable based solely on continued employment or service.
ARTICLE II
PURPOSES
This Plan is intended to assist
the Company and its Affiliates in securing and retaining the services of entities that provide services to the Company or an Affiliate
of the Company with ability and initiative by enabling such entities to participate in the future success of the Company and its Affiliates
and to associate their interests with those of the Company and its stockholders. This Plan is intended to permit the grant of Options,
SARs, Stock Awards, Performance Units, Incentive Awards and Other Equity-Based Awards in accordance with this Plan and any procedures
that may be established by the Committee.
ARTICLE III
ADMINISTRATION
This Plan shall be
administered by the Committee. The Committee shall have authority to grant SARs, Stock Awards, Performance Units, Incentive
Awards, Options and Other Equity-Based Awards upon such terms (not inconsistent with the provisions of this Plan), as the Committee
may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan), on the exercisability of
all or any part of an Option or SAR or on the transferability or forfeitability of a Stock Award, an award of Performance Units, an
Incentive Award or an Other Equity-Based Award. Notwithstanding any such conditions, or any provision of the Plan, the Committee
may, in its discretion, accelerate the time at which any Option or SAR may be exercised, or the time at which a Stock Award or Other
Equity-Based Award may become transferable or nonforfeitable or the time at which an Other Equity- Based Award, an Incentive Award
or an award of Performance Units may be settled in connection with an involuntary termination of service. Options, SARs, Stock
Awards, Performance Units, Incentive Awards and Other Equity-Based Awards (including LTIP Units) for up to five percent of the
aggregate number of shares of Common Stock authorized for issuance under the Plan pursuant to Section 5.02 may be granted or
awarded by the Committee without regard to the minimum vesting requirements of Sections 6.06, 7.04, 8.02, 9.02, 10.02 and 11.02. In
addition, the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of
Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of this Plan (including
rules and regulations that require or allow Participants to defer the payment of benefits under this Plan); and to make
all other determinations necessary or advisable for the administration of this Plan.
The Committee’s determinations
under this Plan (including without limitation, determinations of the entities to receive awards under this Plan, the form, amount and
timing of such awards, the terms and provisions of such awards and the Agreements) need not be uniform and may be made by the Committee
selectively among entities who receive, or are eligible to receive, awards under this Plan, whether or not such entities are similarly
situated. The express grant in this Plan of any specific power to the Committee with respect to the administration or interpretation of
this Plan shall not be construed as limiting any power or authority of the Committee with respect to the administration or interpretation
of this Plan. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall be final and
conclusive. The members of the Committee shall not be liable for any act done in good faith with respect to this Plan or any Agreement,
Option, SAR, Incentive Award, Stock Award, Other Equity-Based Award or award of Performance Units. All expenses of administering
this Plan shall be borne by the Company.
ARTICLE IV
ELIGIBILITY
Any entity that provides significant
services to the Company or an Affiliate of the Company (including an entity that provides services to the Company or an Affiliate of the
Company by virtue of its providing services to the Operating Partnership, an Affiliate of the Operating Partnership or the Manager) is
eligible to participate in this Plan if the Committee, in its sole reasonable discretion, determines that the participation of such entity
is in the best interest of the Company.
ARTICLE V
COMMON SHARES SUBJECT TO PLAN
| 5.01 |
Common Shares Issued |
Upon the award of Common Stock
pursuant to a Stock Award, an Other Equity-Based Award or in settlement of an Incentive Award or an award of Performance Units, the Company
may deliver (and shall deliver if required under an Agreement) to the Participant shares of Common Stock from its authorized but unissued
Common Shares. Upon the exercise of any Option or SAR, the Company may deliver, to the Participant (or the Participant’s broker
if the Participant so directs), shares of Common Stock from its authorized but unissued Common Shares.
(a) The
maximum aggregate number of shares of Common Stock that may be issued under this Plan (pursuant to Options and SARs, Stock Awards or
Other Equity-Based Awards and the settlement of Incentive Awards and Performance Units granted on or after the Effective Date)
together with the number of shares of Common Stock issued under the Individuals Plan (pursuant to Options and SARs, Stock Awards or
Other Equity-Based Awards and the settlement of Incentive Awards and Performance Units granted under the Individuals Plan on or
after the Effective Date) is equal to 1,625,000 shares, plus a number of shares of Common Stock equal to the number of LTIP Units
granted under the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Individuals and the
Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Entities that are outstanding as of the
Effective Date. Other Equity-Based Awards that are LTIP Units shall reduce the maximum aggregate number of Common Shares that may be
issued under this Plan and the Individuals Plan on a one-for-one basis, i.e., the grant of each LTIP Unit shall be
treated as an award of a share of applicable Common Stock.
(b) The
maximum number of shares of Common Stock that may be issued under this Plan and the Individuals Plan in accordance with Section 5.02(a) shall
be subject to adjustment as provided in Article XII.
| 5.03 |
Reallocation of Shares |
If, on or after the Effective
Date, any award or grant under this Plan or the Individuals Plan (including LTIP Units and awards or grants made before the Effective
Date) expires, is forfeited or is terminated without having been exercised or is paid in cash without a requirement for the delivery of
Common Stock, then any shares of Common Stock covered by such lapsed, cancelled, expired, unexercised or cash-settled portion of such
award or grant and any forfeited, lapsed, cancelled or expired LTIP Units shall be available for the grant of other Options, SARs, Stock
Awards, Other Equity-Based Awards and settlement of Incentive Awards and Performance Units under this Plan or the Individuals Plan. Any
shares of Common Stock tendered or withheld on or after the Effective Date to satisfy the grant or exercise price or tax withholding obligation
pursuant to any award under this Plan or the Individuals Plan shall not be available for future grants or awards. In addition, any Options,
SARs, Stock Awards, Other Equity-Based Awards, Incentive Awards or Performance Units (or portion thereof) withheld on or after the Effective
Date to satisfy the tax withholding obligation pursuant to any award under this Plan or the Individuals Plan shall not be available for
future grants or awards. If shares of Common Stock are issued in settlement of an SAR granted under this Plan or the Individuals Plan,
the number of shares of Common Stock available under this Plan and the Individuals Plan shall be reduced by the number of shares of Common
Stock for which the SAR was exercised rather than the number of shares of Common Stock issued in settlement of the SAR. To the extent
permitted by applicable law or the rules of any exchange on which the Common Stock is listed for trading, shares of Common Stock
issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company
or any Affiliate of the Company shall not reduce the number of shares of Common Stock available for issuance under this Plan and the Individuals
Plan.
ARTICLE VI
OPTIONS
In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom an Option is to be granted and will specify the number of shares
of Common Stock covered by such awards and the terms and conditions of such awards.
The price per share of
Common Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less
than the Fair Market Value on the date the Option is granted. Except as provided in Article XII, without the approval of
stockholders (a) the price per share of Common Stock of an outstanding Option may not be reduced (by amendment, cancellation
and new grant or otherwise) and (b) no payment shall be made in cancellation of an Option if, on the date of such amendment,
cancellation, replacement grant or payment the Option Price exceeds Fair Market Value.
| 6.03 |
Maximum Option Period |
The maximum period in which
an Option may be exercised shall be determined by the Committee on the date of grant except that no Option shall be exercisable after
the expiration of ten years from the date such Option was granted. The terms of any Option may provide that it is exercisable for a period
less than such maximum period.
An Option granted under this
Plan may be transferred only in accordance with this Section 6.04. To the extent permitted by the Agreement relating to an Option,
an Option granted under this Plan may be transferred by a Participant but only to an Affiliate of the Participant or an individual who
is employed by or provides services to the Participant or an Affiliate of the Participant. The holder of an Option transferred pursuant
to this Section 6.04 shall be bound by the same terms and conditions that governed the Option during the period it was held by the
Participant. If an Option is transferred (by the Participant or the Participant’s transferee), such Option and any Corresponding
SAR must be transferred to the same person or persons or entity or entities.
| 6.05 |
Service Provider Status |
In the event that the terms
of any Option provide that it may be exercised only during continued service or within a specified period of time after termination of
continued service, the Committee may decide to what extent temporary interruptions of continuous service shall affect the Option.
Subject to the provisions
of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times
and in compliance with such requirements as the Committee shall determine; provided, however, that (subject
to the provisions of Article III) no Option may become exercisable before the first anniversary of its grant or as provided in Section 15.01.
An Option granted under this Plan may be exercised with respect to any number of whole shares of Common Stock less than the full number
for which the Option could be exercised. A partial exercise of an Option shall not affect the right to exercise the Option from time to
time in accordance with this Plan and the applicable Agreement with respect to the remaining shares of Common Stock subject to the Option.
The exercise of an Option shall result in the termination of any Corresponding SAR to the extent of the number of shares of Common Stock
with respect to which the Option is exercised.
Subject to rules established
by the Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price may be made in cash, certified
check, by tendering shares of Common Stock, by attestation of ownership of shares of Common Stock, by a broker-assisted cashless exercise
or in such other form or manner acceptable to the Committee. If shares of Common Stock are used to pay all or part of the Option price,
the sum of the cash and cash equivalent and the Fair Market Value (determined on the date of exercise) of the Common Stock so surrendered
or other consideration paid must not be less than the Option price of the shares for which the Option is being exercised.
No Participant shall have
any rights as a stockholder with respect to shares of Common Stock subject to an Option until the date of exercise of such Option.
| 6.09 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired pursuant to the portion of an Option before the earlier of
(i) the first anniversary of the exercise of such portion of the Option or (ii) the date the Participant is no longer providing
services to the Company, an Affiliate of the Company, or the Operating Partnership.
ARTICLE VII
SARS
In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom SARs are to be granted and will specify the number of shares
of Common Stock covered by such awards and the terms and conditions of such awards.
The term of each SAR shall
be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten years from the date of grant.
The terms of any SAR may provide that it has a term that is less than such maximum period.
An SAR granted under this
Plan may be transferred only in accordance with this Section 7.03. To the extent permitted by the Agreement relating to an SAR, an
SAR granted under this Plan may be transferred by a Participant but only to an Affiliate of the Participant or an individual who is employed
by or provides services to the Participant or an Affiliate of the Participant. The holder of an SAR transferred pursuant to this Section 7.03
shall be bound by the same terms and conditions that governed the SAR during the period it was held by the Participant. If a Corresponding
SAR is transferred (by the Participant or the Participant’s transferee), such Corresponding SAR and the related Option must be transferred
to the same person or persons or entity or entities.
Subject to the provisions
of this Plan and the applicable Agreement, an SAR may be exercised in whole at any time or in part from time to time at such times and
in compliance with such requirements as the Committee shall determine; provided, however, that (subject to
the provisions of Article III) no SAR may become exercisable before the first anniversary of its grant or as provided in Section 15.01.
An SAR granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the SAR
could be exercised. A partial exercise of an SAR shall not affect the right to exercise the SAR from time to time in accordance with this
Plan and the applicable Agreement with respect to the remaining shares of Common Stock subject to the SAR. The exercise of a Corresponding
SAR shall result in the termination of the related Option to the extent of the number of shares of Common Stock with respect to which
the SAR is exercised.
| 7.05 |
Service Provider Status |
If the terms of any SAR provide
that it may be exercised only during continued service or within a specified period of time after termination of continued service, the
Committee may decide to what extent temporary interruptions of continuous service shall affect the SAR.
At the Committee’s discretion,
the amount payable as a result of the exercise of an SAR may be settled in cash, shares of Common Stock, or a combination of cash and
Common Stock. No fractional share of Common Stock will be deliverable upon the exercise of an SAR but a cash payment will be made in lieu
thereof.
No Participant shall, as a
result of receiving an SAR, have any rights as a stockholder of the Company or any Affiliate of the Company until the date that the SAR
is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock.
| 7.08 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired pursuant to the portion of an SAR before the earlier of (i) the
first anniversary of the exercise of such portion of the SAR or (ii) the date the Participant is no longer providing services to
the Company, an Affiliate of the Company, or the Operating Partnership.
ARTICLE VIII
STOCK AWARDS
In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom a Stock Award is to be made and will specify the number of shares
of Common Stock covered by such awards and the terms and conditions of such awards.
The Committee, on the date
of the award, shall prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted for a period
of time or subject to such conditions as may be set forth in the Agreement. Subject to the provisions of Article III, the period
in which the shares of Common Stock covered by a Stock Award are forfeitable or otherwise restricted shall not end before the first anniversary
of the grant of the Stock Award or as provided in Section 15.01. By way of example and not of limitation, the Committee may prescribe
that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted subject to the attainment of objectives
stated with reference to the business of the Company or an Affiliate of the Company or a business unit’s attainment of objectives
stated with respect to performance criteria established by the Committee.
| 8.03 |
Service Provider Status |
In the event that the terms
of any Stock Award provide that shares may become transferable and nonforfeitable thereunder only after completion of a specified period
of employment or continuous service, the Committee may decide in each case to what extent temporary interruptions of continuous service
shall affect the Stock Award.
Unless otherwise specified
in accordance with the applicable Agreement, while the shares of Common Stock granted pursuant to the Stock Award may be forfeited or
are nontransferable, a Participant will have all rights of a stockholder with respect to a Stock Award, including the right to receive
dividends and vote the shares of Common Stock; provided, however, that (i) dividends payable on shares
of Common Stock subject to a Stock Award that does not become nonforfeitable solely on the basis of continued service shall be accumulated
and paid, without interest, when and to the extent that the underlying Stock Award becomes nonforfeitable; (ii) a Participant
may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Common Stock granted pursuant to a Stock Award;
and (iii) shares of Common Stock granted pursuant to a Stock Award shall be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration or issuance of one or more stock certificates and if any certificate is issued in respect of shares
of Common Stock granted pursuant to a Stock Award, such certificate shall be registered in the name of the Participant and shall bear
an appropriate legend referring to the terms, conditions, and restrictions applicable to such Stock Award substantially in the following
form:
The transferability of this certificate
and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Bluerock Homes Trust, Inc.
Equity Incentive Plan for Entities and an award agreement. Copies of such plan and award agreement are on file at the offices of Bluerock
Homes Trust, Inc.
| 8.05 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired under the portion of a Stock Award before the earlier of
(i) the first anniversary of the date that such portion became nonforfeitable and (ii) the date the Participant is no longer
providing services to the Company, an Affiliate of the Company, or the Operating Partnership.
ARTICLE IX
PERFORMANCE UNIT AWARDS
In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom an award of Performance Units is to be made and will specify
the number of shares of Common Stock covered by such awards and the terms and conditions of such awards. The Committee also will specify
whether Dividend Equivalent Rights are granted in conjunction with the Performance Units.
The Committee, on the
date of the grant of an award, shall prescribe that the Performance Units will be earned, and the Participant will be entitled to
receive payment pursuant to the award of Performance Units, only upon the satisfaction of performance objectives or such other
criteria as may be prescribed by the Committee. Subject to the provisions of Article III, the period in which Performance Units
will be earned shall not end before the first anniversary of the grant of the Performance Units or as provided in
Section 15.01.
In the discretion of the Committee,
the amount payable when an award of Performance Units is earned may be settled in cash, by the issuance of shares of Common Stock, by
the grant of an Other Equity-Based Award (including LTIP Units), by the delivery of other securities or property or a combination thereof.
A fractional share of Common Stock shall not be deliverable when an award of Performance Units is earned, but a cash payment will be made
in lieu thereof. The amount payable when an award of Performance Units is earned shall be paid in a lump sum.
A Participant, as a result
of receiving an award of Performance Units, shall not have any rights as a stockholder until, and then only to the extent that, the award
of Performance Units is earned and settled in shares of Common Stock. After an award of Performance Units is earned and settled in Common
Stock, a Participant will have all the rights of a stockholder of the Company.
Any rights or restrictions
with respect to the ability of the holder of any Performance Unit granted under this Plan to transfer such Performance Unit shall be set
forth in the Agreement relating to such grant.
| 9.06 |
Service Provider Status |
In the event that the terms
of any Performance Unit award provide that no payment will be made unless the Participant completes a stated period of continued service,
the Committee may decide to what extent temporary interruptions of continuous service shall effect the Performance Unit award.
| 9.07 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock issued in settlement of Performance Units before the earlier of (i) the
first anniversary of the date the shares were issued to the Participant or (ii) the date the Participant is no longer providing services
to the Company, an Affiliate of the Company, or the Operating Partnership.
ARTICLE X
OTHER EQUITY-BASED AWARDS
In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom an Other Equity-Based Award is to be made and will specify the
number of shares of Common Stock or other equity interests (including LTIP Units) covered by such awards and the terms and conditions
of such awards; provided, however, that the grant of LTIP Units must satisfy the requirements of the partnership
agreement of the Operating Partnership as in effect on the date of grant. The Committee also will specify whether Dividend Equivalent
Rights are granted in conjunction with the Other Equity-Based Award.
| 10.02 |
Terms and Conditions |
The Committee, at the time
an Other Equity-Based Award is made, shall specify the terms and conditions which govern the award. The terms and conditions of an Other
Equity-Based Award may prescribe that a Participant’s rights in the Other Equity-Based Award shall be forfeitable, nontransferable
or otherwise restricted for a period of time or subject to such other conditions as may be determined by the Committee, in its discretion
and set forth in the Agreement. Subject to the Provisions of Article III, the period in which such award shall be forfeitable, nontransferable
or otherwise restricted shall not end before the first anniversary of the grant of the Other Equity-Based Award or as provided in Section 15.01.
Other Equity-Based Awards may be granted to Participants, either alone or in addition to other awards granted under this Plan, and Other
Equity-Based Awards may be granted in the settlement of other Awards granted under this Plan.
| 10.03 |
Payment or Settlement |
Other Equity-Based Awards
valued in whole or in part by reference to, or otherwise based on, Common Stock, shall be payable or settled in shares of Common Stock,
cash or a combination of Common Stock and cash, as determined by the Committee in its discretion; provided, however,
that any shares of Common Stock that are issued on account of the conversion of LTIP Units into shares of Common Stock shall not be issued
under this Plan, i.e., the conversion shall not reduce the number of shares of Common Stock available for issuance under the
Plan or the Entities Plan. Other Equity-Based Awards denominated as equity interests other than shares of Common Stock may be paid or
settled in shares or units of such equity interests or cash or a combination of both as determined by the Committee in its discretion.
| 10.04 |
Service Provider Status |
If the terms of any Other
Equity-Based Award provides that it may be earned or exercised only during continued service or within a specified period of time after
termination of continued service, the Committee may decide to what extent temporary interruptions of continuous service shall affect the
Other Equity-Based Award.
Any rights or restrictions
with respect to the ability of the holder of an Other Equity-Based Award (including LTIP Units) granted under the Plan to transfer such
Other Equity-Based Award (including LTIP Units) shall be set forth in the Agreement relating to such grant.
A Participant, as a result
of receiving an Other Equity-Based Award, shall not have any rights as a stockholder until, and then only to the extent that, the Other
Equity-Based Award is earned and settled in shares of Common Stock.
| 10.07 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock or other equity interests (including LTIP units) covered by an Other
Equity-Based Award before the earlier of (i) the first anniversary of the date that such shares or interests become nonforfeitable
and (ii) the date the Participant is no longer providing services to the Company, an Affiliate of the Company, or the Operating Partnership.
ARTICLE XI
INCENTIVE AWARDS
In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom an Incentive Award is to be made and will specify the terms and
conditions of such award. The Committee also will specify whether Dividend Equivalent Rights are granted in conjunction with the Incentive
Award.
| 11.02 |
Terms and Conditions |
The Committee, at the time
an Incentive Award is made, shall specify the terms and conditions that govern the award. Such terms and conditions may prescribe that
the Incentive Award shall be earned only to the extent that the Participant, the Company or an Affiliate of the Company, during a performance
period of at least one year, achieves objectives stated with reference to one or more performance measures or criteria prescribed by the
Committee. Subject to the provisions of Article III, the period over which the Incentive Award is earned shall not end before the
first anniversary of the grant of the Incentive Award, the date of the Participant’s death or disability or as provided in Section 15.01
or Section 15.02. A goal or objective may be expressed on an absolute basis or relative to the performance of one or more similarly
situated companies or a published index. When establishing goals and objectives, the Committee may exclude any or all special, unusual,
and/or extraordinary items as determined under U.S. generally accepted accounting principles including, without limitation, the charges
or costs associated with restructurings of the Company, discontinued operations, other unusual or non-recurring items, and the cumulative
effects of accounting changes. The Committee may also adjust the performance goals for any Incentive Award as it deems equitable in recognition
of unusual or non-recurring events affecting the Company, changes in applicable tax laws or accounting principles, or such other factors
as the Committee may determine. Such terms and conditions also may include other limitations on the payment of Incentive Awards including,
by way of example and not of limitation, requirements that the Participant complete a specified period of service with the Company or
an Affiliate of the Company or that the Company, an Affiliate of the Company, or the Participant attain stated objectives or goals (in
addition to those prescribed in accordance with the preceding sentence) as a prerequisite to payment under an Incentive Award.
Any rights or restrictions
with respect to the ability of the holder of an Incentive Award granted under the Plan to transfer such Incentive Award shall be set forth
in the Agreement relating to such grant.
| 11.04 |
Service Provider Status |
If the terms of an Incentive
Award provide that a payment will be made thereunder only if the Participant completes a stated period of continued service, the Committee
may decide to what extent temporary interruptions of continuous service shall affect the Incentive Award.
An Incentive Award that is
earned shall be settled with a single lump sum payment which may be in cash, shares of Common Stock, an Other Equity-Based Award (including
LTIP Units) or a combination thereof, as determined by the Committee.
No Participant shall, as a
result of receiving an Incentive Award, have any rights as a stockholder of the Company or an Affiliate of the Company until the date
that the Incentive Award is settled and then only to the extent that the Incentive Award is settled by the issuance of shares of Common
Stock.
| 11.07 |
Disposition of Shares |
A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock issued in settlement of an Incentive Award until the earlier of (i) the
first anniversary of the date the shares were issued to the Participant or (ii) the date the Participant is no longer providing services
to the Company, an Affiliate of the Company, or the Operating Partnership.
ARTICLE XII
ADJUSTMENT UPON CHANGE IN COMMON SHARES
The maximum number of shares
of Common Stock as to which Options, SARs, Performance Units, Incentive Awards, Stock Awards and Other Equity-Based Awards may be
granted under this Plan and the Entities Plan, and the terms of outstanding Stock Awards, Options, SARs, Incentive Awards, Performance
Units and Other Equity-Based Awards granted under this Plan and the Entities Plan, shall be adjusted as the Board determines is equitably
required in the event that (i) the Company (a) effects one or more nonreciprocal transactions between the Company and its shareholders
such as a share dividend, extra-ordinary cash dividend, share split-up, subdivision or consolidation of Common Stock that affects the
number or kind of shares of Common Stock (or other securities of the Company) or the Fair Market Value (or the value of other Company
securities) and causes a change in the Fair Market Value of the shares of Common Stock subject to outstanding awards or (b) engages
in a transaction to which Section 424 of the Code applies or (ii) there occurs any other event which, in the judgment of the
Board necessitates such action. Any determination made under this Article XII by the Board shall be nondiscretionary, final and conclusive.
The issuance by the Company
of any class of Common Stock, or securities convertible into any class of Common Stock, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of Common Stock or obligations
of the Company convertible into such Common Stock or other securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the maximum number of shares of Common Stock as to which Options, SARs, Performance Units, Incentive Awards,
Stock Awards and Other Equity-Based Awards may be granted under this Plan and the Entities Plan, or the terms of outstanding Stock Awards, Incentive
Awards, Options, SARs, Performance Units or Other Equity-Based Awards under this Plan and the Entities Plan.
The Committee may make Stock
Awards and may grant Options, SARs, Performance Units, Incentive Awards or Other Equity-Based Awards under this Plan and under the
Entities Plan in substitution for performance shares, phantom shares, share awards, stock options, share appreciation rights, or similar
awards held by an individual who becomes an employee of the Company or an Affiliate of the Company in connection with a transaction described
in the first paragraph of this Article XII. Notwithstanding any provision of this Plan and the Entities Plan, the terms of such substituted
Stock Awards, SARs, Other Equity-Based Awards, Options or Performance Units granted under this Plan or the Entities Plan shall be as the
Committee, in its discretion, determines is appropriate.
ARTICLE XIII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option or SAR shall be
exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made
under this Plan except in compliance with all applicable federal, state and foreign laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all stock exchanges on which
the Common Stock may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any certificate
issued to represent Common Stock when a Stock Award is granted, a Performance Unit, Incentive Award or Other Equity-Based Award is
settled or for which an Option or SAR is exercised may bear such legends and statements as the Committee may deem advisable to assure
compliance with federal, state and foreign laws and regulations. No Option or SAR shall be exercisable, no Stock Award or Performance
Unit shall be granted, no Common Stock shall be issued, no certificate for Common Stock shall be delivered, and no payment shall be made
under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having
jurisdiction over such matters.
ARTICLE XIV
GENERAL PROVISIONS
Neither the adoption of this
Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any entity any right
to continue in the service of the Company or an Affiliate of the Company or in any way affect any right and power of the Company or an
Affiliate of the Company to terminate the service of any entity at any time with or without assigning a reason therefor.
This Plan, insofar as it provides
for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants
under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual
obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of,
or other encumbrance on, any property of the Company.
| 14.03 |
Rules of Construction |
Headings are given to the
articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other
provision of law shall be construed to refer to any amendment to or successor of such provision of law.
All awards made under this
Plan are intended to comply with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after
giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12). This Plan and all Agreements shall
be administered, interpreted and construed in a manner consistent with Section 409A. Nevertheless, the tax treatment of the benefits
provided under this Plan or any Agreement is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors
or trustees, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by
any Participant or any other taxpayer as a result of the Plan or any Agreement. If any provision of this Plan or any Agreement is found
not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the
sole discretion of the Committee and without requiring the Participant’s consent, in such manner as the Committee determines to
be necessary or appropriate to comply with, or effectuate an exemption from, Section 409A. Each payment under an award granted under
this Plan shall be treated as a separate identified payment for purposes of Section 409A.
If a payment obligation under
an award or an Agreement arises on account of the Participant’s termination of service and such payment obligation constitutes “deferred
compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation
sections 1.409A-1(b)(3) through (b)(12)), it shall be payable only after the Participant’s “separation from service”
(as defined under Treasury Regulation section 1.409A-1(h)).
Each Participant shall be
responsible for satisfying any income, employment and other tax withholding obligations attributable to participation in this Plan. Unless
otherwise provided by the Agreement, any such withholding tax obligations may be satisfied in cash (including from any cash payable in
settlement of an award of Performance Units, SARs or Other Equity-Based Award) or a cash equivalent acceptable to the Committee. Except
to the extent prohibited by Treasury Regulation Section 1.409A-3(j), any minimum statutory federal, state, district, city or foreign
withholding tax obligations also may be satisfied (a) by surrendering to the Company shares of Common Stock previously acquired by
the Participant; (b) by authorizing the Company to withhold or reduce the number of shares of Common Stock otherwise issuable
to the Participant upon the exercise of an Option or SAR, the settlement of a Performance Unit award, Incentive Award or an Other
Equity-Based Award (if applicable) or the grant or vesting of a Stock Award; or (c) by any other method as may be approved by
the Committee. If shares of Common Stock are used to pay all or part of such withholding tax obligation, the Fair Market Value of the
Common Stock surrendered, withheld or reduced shall be determined as of the date of surrender, withholding or reduction and the number
of shares of Common Stock which may be withheld, surrendered or reduced shall be limited to the number of shares of Common Stock which
have a Fair Market Value on the date of withholding, surrender or reduction equal to the aggregate amount of such liabilities based on
the minimum statutory withholding rates for tax purposes that are applicable to such supplemental taxable income.
This Plan shall be interpreted
and construed in a manner consistent with the Company’s status as a REIT. No award shall be granted or awarded, and with respect
to any award granted under this Plan, such award shall not vest, be exercisable or be settled (i) to the extent that the grant, vesting,
exercise or settlement could cause the Participant or any other person to be in violation of the share ownership limit or any other limitation
on ownership or transfer prescribed by the Company’s charter, or (ii) if, in the discretion of the Committee, the grant, vesting,
exercise or settlement of the award could impair the Company’s status as a REIT.
| 14.06 |
Elections Under Section 83(b) |
No Participant may make an
election under Section 83(b) of the Code with respect to the grant of any award, the vesting of any award, the settlement of
any award or the issuance of Common Stock under the Plan without the consent of the Company, which the Company may grant or withhold in
its sole discretion.
| 14.07 |
Return of Awards; Repayment |
Each Option, SAR, Stock
Award, Performance Unit Award, Incentive Award and Other Equity-Based Award (including an LTIP Unit) granted under the Plan is
subject to the condition that the Company may require that such award be returned, and that any payment made with respect to such
award must be repaid, if (a) such action is required under the terms of any Company recoupment or “clawback” policy
as in effect on the date that the award was granted or (b) such award or payment made with respect to an award is, or in the
future becomes, subject to any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under
circumstances set forth in such law, rule, requirement or regulation; provided, however, that such
clawback shall not be duplicative of any clawback required under clause (a).
ARTICLE XV
CHANGE IN CONTROL
| 15.01 |
Time-Based Awards or Performance Awards Not Assumed |
Each award (including a Time-Based
Award or a Performance Award) that is outstanding on a Control Change Date and that is not assumed or replaced with a substitute award
in accordance with Section 15.02 shall be fully vested, earned or exercisable as of the Control Change Date, provided that the performance
objectives in respect of a Performance Award shall be deemed to be achieved at (unless otherwise agreed in connection with the Change
in Control) the greater of (a) the applicable target level and (b) the level of achievement of the performance objectives for
the award as determined by the Committee taking into account performance through the latest date preceding the Control Change Date (but
not later than the end of the applicable performance period).
The Committee, in its discretion
and without the need of the consent of a Participant (or a Participant’s transferee of an award), may provide that a Time-Based
Award or a Performance Award that becomes vested, earned or exercisable under this Section 15.01 may be cancelled in exchange for
a payment. The payment may be in cash, Common Stock or other securities or consideration received by stockholders in the Change in Control
transaction. With respect to each Time-Based Award or Performance Award that becomes vested, earned or exercisable under this Section 15.01,
the payment shall be an amount that is substantially equal to (i) the amount by which the price per share received by stockholders
in the Change in Control for each share of Common Stock exceeds the option price or Initial Value in the case of an Option and SAR or
(ii) for each vested share of Common Stock subject to a Stock Award, Performance Unit or Other Equity-Based Award, the price per
share received by stockholders for Common Stock and (iii) the value of the other securities or property in which the Performance
Unit or Other Equity-Based Award is denominated and vested. Notwithstanding any contrary provision of this Section 15.01, if the
option price or Initial Value exceeds the price per share of Common Stock received by stockholders in the Change in Control transaction,
the Option or SAR may be cancelled without any payment to the Participant.
| 15.02 |
Assumption of Time-Based Awards and Performance Awards |
The Committee, in its discretion
and without the need of a Participant’s consent, may provide that a performance Award that is outstanding on the Control Change
Date shall be assumed by, or a substitute award granted by, the Successor Entity (or if applicable, the Parent Company) in the Change
in Control. Such assumed or substituted award shall be of the same type of award as the original Performance Award being assumed or replaced.
The assumed or substituted award shall have a value, as of the Control Change Date, that is substantially equal to the value of the original
Performance Award (or the difference between the Fair Market Value and the option price or Initial Value in the case of Options and SARs)
as the Committee determines is equitably required. The assumed or substituted award shall have the same vesting terms and conditions as
the original Performance Award being assumed or replaced; provided, however, that the performance objectives
and measures of the original Performance Award being assumed or replaced shall be adjusted as the Committee determines is equitably required.
The Committee, in its
discretion and without the need of the consent of a Participant (or the Participant’s transferee of an award), may provide
that a Time-Based Award that is outstanding on the Control Change Date shall be assumed by, or a substitute award granted by, the
Successor Entity (or, if applicable, the Parent Company) in the Change in Control. Such assumed or substituted award shall be of the
same type of award as the original Time-Based Award being assumed or replaced. The assumed or substituted award shall have a value,
as of the Control Change Date, that is substantially equal to the value of the original Time-Based Award (or the difference between
the Fair Market Value and the option price or Initial Value in the case of Options and SARs) as the Committee determines is
equitably required. The assumed or substituted award shall have the same vesting terms and conditions as the original Time-Based
Award being assumed or replaced.
| 15.03 |
Limitation of Benefits |
The benefits that a Participant
may be entitled to receive under this Plan and other benefits that a Participant is entitled to receive under other plans, agreements
and arrangements (which, together with the benefits provided under this Plan, are referred to as “Payments”), may constitute
Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 15.03, the Parachute Payments will
be reduced pursuant to this Section 15.03 if, and only to the extent that, a reduction will allow a Participant to receive a greater
Net After Tax Amount than a Participant would receive absent a reduction.
The Accounting Firm will first
determine the amount of any Parachute Payments that are payable to a Participant. The Accounting Firm also will determine the Net After
Tax Amount attributable to the Participant’s total Parachute Payments.
The Accounting Firm will next
determine the largest amount of Payments that may be made to the Participant without subjecting the Participant to tax under Code Section 4999
(the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped
Payments.
The Participant will receive
the total Parachute Payments or the Capped Payments, whichever provides the Participant with the higher Net After Tax Amount. If the Participant
will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this
Plan or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction
to be directed by the Participant) and then by reducing the amount of any benefits under this Plan or any other plan, agreement or arrangement
that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) in a manner that
results in the best economic benefit to the Participant (or, to the extent economically equivalent, in a pro rata manner). The Accounting
Firm will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and
will send the Participant and the Company a copy of its detailed calculations supporting that determination.
As a result of the
uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under
this Article XV, it is possible that amounts will have been paid or distributed to the Participant that should not have been
paid or distributed under this Section 15.03 (“Overpayments”), or that additional amounts should be paid or
distributed to the Participant under this Section 15.03 (“Underpayments”). If the Accounting Firm determines, based
on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which assertion the
Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment
has been made, the Participant must repay the Overpayment to the Company, without
interest; provided, however, that no amount will be payable by the Participant to the Company unless,
and then only to the extent that, the repayment would either reduce the amount on which the Participant is subject to tax under Code
Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon
controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Participant
and the Company of that determination and the amount of that Underpayment will be paid, without interest, to the Participant
promptly by the Company.
For purposes of this Section 15.03,
the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the Control Change
Date. For purposes of this Article XV, the term “Net After Tax Amount” means the amount of any Parachute Payments or
Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes
applicable to the Participant on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined
effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable,
in effect on the date of payment. For purposes of this Section 15.03, the term “Parachute Payment” means a payment that
is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or
proposed thereunder.
Notwithstanding any other
provision of this Section 15.03, this Section 15.03 shall not limit or otherwise supersede the provisions of any other agreement
or plan which provides that a Participant cannot receive Payments in excess of the Capped Payments.
ARTICLE XVI
AMENDMENT
The Board may amend or terminate
this Plan at any time; provided, however, that no amendment may adversely impair the rights of Participants
with respect to outstanding awards. In addition, an amendment will be contingent on approval of the Company’s stockholders if (a) such
approval is required by law or the rules of any exchange on which the Common Stock is listed, (b) the amendment would materially
increase the benefits accruing to Participants under this Plan, materially increase the aggregate number of shares of Common Stock that
may be issued under this Plan and the Entities Plan (except as provided in Article XII) or materially modify the requirements as
to eligibility for participation in this Plan or (c) other than in connection with an involuntary termination of service, the amendment
would accelerate the time at which any Option or SAR may be exercised, the time at which a Stock Award or Other Equity-Based Award may
become transferable or nonforfeitable or the time at which an Other Equity-Based Award, an Incentive Award or an award of Performance
Units may be settled or if the amendment would extend the term of this Plan. For the avoidance of doubt, without the approval of stockholders,
the Board may not (except pursuant to Article XII) (a) reduce the option price per share of an outstanding Option or the Initial
Value of an outstanding SAR, (b) cancel an outstanding Option or outstanding SAR when the option price or Initial Value, as applicable
exceeds the Fair Market Value or (c) take any other action with respect to an outstanding Option or an outstanding SAR that may be
treated as a repricing of the award under the rules and regulations of the principal exchange on which the Common Stock is listed
for trading.
ARTICLE XVII
DURATION OF PLAN
No Stock Award, Performance
Unit Award, Incentive Award, Option, SAR or Other Equity-Based Award may be granted under this Plan ten years after the Effective
Date. Stock Awards, Performance Unit awards, Options, SARs and Other Equity-Based Awards granted before such date shall remain valid in
accordance with their terms.
ARTICLE XVIII
EFFECTIVENESS OF PLAN
Options, SARs, Stock Awards,
Performance Unit Awards, Incentive Awards and Other Equity-Based Awards (including LTIP Units) may be granted under this Plan on
and after the date that this Plan, as amended and restated herein, is approved by a majority of the votes cast by the Company’s
stockholders, voting either in person or by proxy, at a duly held stockholders’ meeting within twelve months of its adoption by
the Board (the “Effective Date”).
v3.25.1
Cover
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Jun. 11, 2025 |
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Jun. 11, 2025
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001-41322
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Bluerock Homes Trust, Inc.
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0001903382
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| Entity Tax Identification Number |
87-4211187
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MD
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919 Third Avenue
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40th Floor
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New York
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