Common use of Advisor Compensation Clause in Contracts

Advisor Compensation. In consideration for the Advisor Services during the Term, Chairman shall receive the following: i. A non-qualified stock option to purchase 48,000 shares of common stock of the Company, par value $0.01 (“Common Stock”) pursuant to the G▇▇▇▇▇▇ Land & Nurseries, Inc. 2009 Stock Option Plan, as amended (the “2009 Plan”), on the second business day following the Commencement Date (the “Initial Advisor Option”). The Initial Advisor Option shall vest in three equal installments on the third, fourth and fifth anniversaries of the Commencement Date, subject to Chairman’s continued provision of the Advisory Services in accordance with Section 2(b) through the applicable vesting date, and shall be subject to the additional terms and conditions of a stock option agreement in the form determined appropriate by the Board and the 2009 Plan; and ii. A non-qualified stock option to purchase 52,000 shares of Common Stock pursuant to the G▇▇▇▇▇▇ Industrial Realty, Inc. 2020 Incentive Award Plan (the “2020 Plan”), on the second business day following the Commencement Date (the “Supplemental Advisor Option”). The Supplemental Advisor Option shall vest in three equal installments on the third, fourth and fifth anniversaries of the Commencement Date, subject to Chairman’s continued provision of the Advisory Services in accordance with Section 2(b) through the applicable vesting date, and shall be subject to the additional terms and conditions of a stock option agreement in the form determined appropriate by the Board and 2020 Plan. Notwithstanding the foregoing, the Supplemental Advisor Option shall be contingent on approval of the 2020 Plan by the Company’s stockholders at the Annual Meeting occurring in 2020 and, to the extent such approval is not obtained at such Annual Meeting, the Supplemental Advisor Option shall be immediately cancelled for no consideration; provided that, to the extent the Supplemental Advisor Option is so cancelled, the Company shall grant Chairman a non-qualified stock option to purchase 50,000 shares of Common Stock pursuant to the 2009 Plan on the on the first business day of the first open trading window under the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy occurring in the fiscal year commencing after the Effective Date (the “Replacement Advisor Option”); provided, further, that, to the extent Chairman receives the Replacement Advisor Option, he will not be entitled to any equity award in respect of his Board Services under Section 5.6(a)(ii) of the 2009 Plan or otherwise in the fiscal year in which the Replacement Advisor Option is granted.

Advisor Compensation. In consideration for the Advisor Services during the Term, Chairman shall receive the following: i. A non-qualified stock option to purchase 48,000 shares of common stock of the Company, par value $0.01 (“Common Stock”) pursuant to the G▇▇▇▇▇▇ Land & NurseriesINDUS Realty, Inc. 2009 Stock Option Plan, as amended (the “2009 Plan”), on the second business day following the Commencement Date (the “Initial Advisor Option”). The Initial Advisor Option shall vest in three equal installments on the third, fourth and fifth anniversaries of the Commencement Date, subject to Chairman’s continued provision of the Advisory Services in accordance with Section 2(b) through the applicable vesting date, and shall be subject to the additional terms and conditions of a stock option agreement in the form determined appropriate by the Board and the 2009 Plan; and ii. A non-qualified stock option to purchase 52,000 shares of Common Stock pursuant to the G▇▇▇▇▇▇ Industrial RealtyINDUS Realty Trust, Inc. and INDUS Realty Trust, LLC 2020 Incentive Award Plan (the “2020 Plan”), on the second business day following the Commencement Date (the “Supplemental Advisor Option”). The Supplemental Advisor Option shall vest in three equal installments on the third, fourth and fifth anniversaries of the Commencement Date, subject to Chairman’s continued provision of the Advisory Services in accordance with Section 2(b) through the applicable vesting date, and shall be subject to the additional terms and conditions of a stock option agreement in the form determined appropriate by the Board and 2020 Plan. Notwithstanding the foregoing, the Supplemental Advisor Option shall be contingent on approval of the 2020 Plan by the Company’s stockholders at the Annual Meeting occurring in 2020 and, to the extent such approval is not obtained at such Annual Meeting, the Supplemental Advisor Option shall be immediately cancelled for no consideration; provided that, to the extent the Supplemental Advisor Option is so cancelled, the Company shall grant Chairman a non-qualified stock option to purchase 50,000 shares of Common Stock pursuant to the 2009 Plan on the on the first business day of the first open trading window under the Company’s i▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy occurring in the fiscal year commencing after the Effective Date (the “Replacement Advisor Option”); provided, further, that, to the extent Chairman receives the Replacement Advisor Option, he will not be entitled to any equity award in respect of his Board Services ​ under Section 5.6(a)(ii) of the 2009 Plan or otherwise in the fiscal year in which the Replacement Advisor Option is granted.