Exhibit 10.1

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

ADVISORY AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “ Amendment ”) dated as of July 26, 2013 is entered into by and among Independence Realty Trust, Inc., a Maryland corporation, Independence Realty Operating Partnership, LP, a Delaware limited partnership, and Independence Realty Advisors, LLC, a Delaware limited liability company. Capitalized terms used but not defined herein are used as defined in the Advisory Agreement (as defined below).

WITNESSETH

WHEREAS, the parties hereto entered into that certain Second Amended and Restated Advisory Agreement on May 7, 2013 (the “ Advisory Agreement ”) and now desire to amend such agreement pursuant to the terms hereof.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

“ Average Gross Real Estate Assets ” means the average of the aggregate book value of the Company’s Real Estate Assets (excluding the book values attributable to the eight properties in the Company’s portfolio as of July 26, 2013 (the “ Initial Portfolio ”)) before reserves for depreciation or other non-cash reserves, computed by taking the average of the book values of our properties (excluding the book values attributable to the Initial Portfolio) at the end of each month during the quarter for which any fee under this Agreement is calculated.

During the term hereof, as the same may be extended from time to time, the Company shall pay the Advisor the Base Management Fee, quarterly in arrears (with the Base Management Fee for any partial quarter being apportioned based upon the number of days in the quarter for which the Base Management Fee is being paid, and the Average Gross Real Estate Assets being based upon the book values of the Real Estate Assets, (excluding the book values attributable to the Initial Portfolio) at the end of each month within the partial period).

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IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

[Signature Page to Amendment No. 1 to Second Amended and Restated Operating Agreement]

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT is dated as of July 26, 2013 (the “ Agreement ”), by and among INDEPENDENCE REALTY TRUST, INC., a Maryland Corporation (“ IRT ”), INDEPENDENCE REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “ Operating Partnership ” and, together with IRT, the “ IRT Parties ”), RAIT FINANCIAL TRUST, a Maryland real estate investment trust (“ RAIT ”), and the RAIT Parties (defined below).

BACKGROUND

The RAIT Parties, other than RAIT, are subsidiaries of RAIT that currently hold, in the aggregate, 5,594,900 shares of IRT’s common stock, par value $0.01 per share (the “ Common Stock ”), and may acquire additional shares of Common Stock in the future.

IRT is externally managed by Independence Realty Advisors, LLC (the “ Advisor ”), a wholly-owned subsidiary of RAIT and a RAIT Party that has the right to have IRT pay some portion or all of the fees payable by IRT to the Advisor in shares of Common Stock under the terms and conditions set forth in the Second Amended and Restated Advisory Agreement among IRT, the Operating Partnership and the Advisor dated as of May 7, 2013 (as it may be hereafter amended, the “ Advisory Agreement ”).

RAIT NTR Holdings, LLC (“ RAIT NTR ”), a wholly-owned subsidiary of RAIT and a RAIT Party, holds shares of Common Stock issued by IRT in connection with IRT’s initial capitalization or purchased in offerings of Common Stock. RAIT NTR also holds 350 Series B Preferred Units of the Operating Partnership which are exchangeable for shares of Common Stock under the terms and conditions set forth in the limited partnership agreement of the Operating Partnership.

The RAIT Parties, other than RAIT, the Advisor and RAIT NTR, are subsidiaries of RAIT that hold shares of Common Stock that they received in exchange for common units of limited partnership interest they held in the Operating Partnership.

The IRT Parties have agreed to provide the RAIT Parties certain rights to have shares of Common Stock received or to be received by them registered for resale under the Securities Act of 1933, as amended (the “ Securities Act ”).

TERMS

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

“Advisor” shall have the meaning set forth in the preamble.

“Advisory Agreement” shall have the meaning set forth in the preamble.

“Agreement” shall have the meaning set forth in the preamble.

“Allocation Notice” shall have the meaning set forth in Section 2(c) hereof.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Common Stock” shall have the meaning set forth in the preamble.

“Demand Registration” means registration under the Securities Act pursuant to a Registration Request given under Section 2(a) and Section 2(b) hereof.

“Effectiveness Period” shall have the meaning set forth in Section 2(a) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of IRT or used or referred to by IRT in connection with the sale of the Common Stock.

“Holders” shall mean the RAIT Parties, for so long as they own any Registrable Shares either as record owners or as Persons who “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) Registrable Shares, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Shares; provided, that an assignee or direct or indirect transferee shall only be a Holder if and to the extent the transferor designates such assignee or direct or indirect transferee as a Holder entitled to rights under this Agreement in accordance with Section 5(d) hereof. For purposes of this Agreement, the IRT Parties may deem and treat the registered holder of a Registrable Share as the Holder and absolute owner thereof, unless notified to the contrary in writing by the registered Holder thereof.

“Included Registrable Shares” shall have the meaning set forth in Section 2(c) hereof.

“IRT” shall have the meaning set forth in the preamble.

“IRT Parties” shall have the meaning set forth in the preamble.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Shares held by all Holders.

“Operating Partnership” shall have the meaning set forth in the preamble.

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“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Piggyback Request” means a written request to IRT pursuant to Section 2(c) hereof.

“Piggyback Registration” means a registration under the Securities Act pursuant to Section 2(c) hereof.

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement (including without limitation, any “free writing prospectus” (as defined in Rule 405 under the Securities Act)), including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“RAIT” shall have the meaning set forth in the preamble.

“RAIT NTR” shall have the meaning set forth in the preamble.

“RAIT Parties” shall mean RAIT, the several entities listed in Schedule I hereto and any additional entities hereafter added to Schedule I pursuant to Section 5(f) hereof.

“Registrable Shares” shall mean (a) with respect to any RAIT Party, any shares of Common Stock now held or hereafter acquired at any time and from time to time by such RAIT Party, including, without limitation, any shares of Common Stock acquired by such RAIT Party in exchange for or upon conversion of another security (including shares of Common Stock received upon conversion of securities of or partnership interests in the Operating Partnership), purchased on the open market, issued by IRT as part of the advisory fee payable to the Advisor, or issued by IRT in connection with any transaction and (b) with respect to any Holder that is not a RAIT Party, any shares of Common Stock identified as being Registrable Shares in any assignment or other transfer of any RAIT Party’s rights under this Agreement in accordance with Section 5(d) hereof.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the IRT Parties with this Agreement, including, without limitation, (i) all SEC, stock exchange or Financial Industry Regulatory Authority registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Registrable Shares), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or

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supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) the fees and disbursements of counsel for the IRT Parties and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders, and which counsel may also be counsel for the IRT Parties), (v) any premiums and other costs of policies of insurance obtained by the IRT Parties against liabilities arising out of the sale of any securities and (vi) the fees and disbursements of the independent public accountants of the IRT Parties, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts, commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Shares by a Holder; provided , however , “Registration Expenses” shall not include any out-of-pocket expenses of the Holders, transfer taxes, underwriting or brokerage commissions or discounts associated with effecting any sales of Registrable Shares that may be offered, which expenses shall be borne by each Holder of Registrable Shares on a pro rata basis with respect to the Registrable Shares so sold. The obligation of the Company to bear the expenses described shall apply irrespective of whether the Shelf Registration becomes effective, is withdrawn or suspended.

“Registration Notice” means a written notice provided by IRT pursuant to Section 2(c) hereof.

“Registration Request” means a written request to IRT with respect to a Demand Registration pursuant to Section 2(a) and Section 2(b) hereof.

“Registration Statement” shall mean any registration statement of IRT that covers any of the Registrable Shares pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” shall have the meaning set forth in the preamble.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of IRT that covers all or a portion of the Registrable Shares (but no other securities unless approved by a majority of the Holders whose Registrable Shares are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

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“Underwriter” shall have the meaning set forth in Section 3 hereof.

“Underwritten Offering” shall mean an offering in which Registrable Shares are sold to an Underwriter for reoffering to the public.

2. Registration Under the Securities Act .

(a) The Holders may submit one or more Registration Requests covering all or part of the Registrable Shares held by such Holders at any time and from time to time, subject to Section 2(b) and Section 3(p) hereof. Each Registration Request shall state the Holders whose Registrable Shares are to be registered, the number of Registrable Shares to be registered for each such Holder and the intended plan of distribution thereof. The IRT Parties shall be deemed to have satisfied their obligation with respect to a Registration Request if a Registration Statement filed pursuant to such Registration Request becomes effective under the Securities Act and remains effective for the period required hereby.

IRT agrees to use its reasonable best efforts (i) to file the Registration Statement as promptly as practicable but in any event by the 45th day after the demand therefor, if IRT is then eligible to use Form S-3 (or any successor or replacement forms) with respect thereto, or the 90 ^th day if IRT is not then so eligible, (ii) to cause the Registration Statement to be declared effective, (iii) to keep the Registration Statement continuously effective until the earlier of the time that all the Registrable Shares covered by the Registration Statement have been sold pursuant to the Registration Statement or termination of the Registration Statement pursuant to Rule 415 under the Securities Act (the “ Effectiveness Period ”) and (iv) cause the Registration Statement and the related Prospectus and any amendment or supplement thereto not to contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading during the period that the Registration Statement is required to be effective. Nothing contained in this Agreement shall obligate IRT to effect an underwritten offering on behalf of the Holders of Registrable Shares. IRT further agrees to supplement or amend the Registration Statement and the related Prospectus if required by any applicable laws, rules, regulations or instructions, and to use its reasonable best efforts to cause any such amendment to become effective and such Registration Statement and Prospectus to become usable as soon as thereafter practicable. IRT agrees to furnish to the Holders which are registering Registrable Shares copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(b) The Holders shall be entitled to (i) an unlimited number of registrations on Form S-3 or any successor or replacement forms with respect to any Registration Requests; (ii) if Form S-3 (or any successor or replacement form) is not available to be used by IRT with respect to a Registration Request, then a maximum of three registrations on any other form IRT is then eligible to use, and (iii) within six months after the termination of the Advisory Agreement, and if IRT is not then eligible to use Form S-3 (or

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any successor or replacement form), a single registration on such form as IRT is then eligible to use; provided , however , that the demand rights under clause (i) may only be exercised with respect to at least 20% of the Registrable Shares, the demand rights under clause (ii) may only be exercised with respect to at least one-third of the Registrable Shares; and the demand right under clause (iii) may only be exercised by RAIT Parties and may only be exercised with respect to all of the Registrable Shares then held by the RAIT Parties; provided, further, that the Holders, collectively and as a group, shall not be permitted under any circumstances to exercise Demand Registration more than once in any consecutive six (6) month period and IRT shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration; and provided, further, that IRT shall not be obligated to effect, or take any action to effect, a Registration Statement (i) during any lock-up period required by the underwriters in any Underwritten Offering conducted by IRT on its own behalf or on behalf of selling shareholders, or (ii) during the period commencing with the date IRT delivers a Registration Notice, and ending on the earlier of the date of the termination or delay of, or the date sixty (60) days after the effective date of a Registration Statement with respect to, an offering by IRT with respect to which IRT gave a Registration Notice and provided , further , however , that a Registration Request withdrawn by written notice from Holders holding a majority of the Registrable Shares included in such Registration Statement before the effectiveness of the relevant Registration Statement shall not be counted towards the maximum in clause (ii). In calculating the portion of the Registrable Shares to be registered under this clause (b), the total number of Registrable Shares shall equal the sum of the number of shares of Common Stock held by any Holder outstanding at the time of the delivery of the relevant Registration Request plus the Registrable Shares issuable upon the conversion or exchange of outstanding securities held by any Holder for which such Holder has notified the IRT Parties at or prior to the time of the delivery of the relevant Registration Request of such Holder’s intention to convert or exchange such securities for Registrable Shares prior to the effectiveness of the Registration Statement to be filed in response to such Registration Request.

(c) If IRT’s board of directors (or a committee thereof) approves the offering of shares of Common Stock under the Securities Act for IRT’s account in an Underwritten Offering (excluding, without limitation, offerings on Form S-3 solely for dividend reinvestment and stock purchase plans, or secondary offerings, or the filing of shelf registration statements on any forms with the SEC that, in each case, do not name any underwriters, and other than offerings on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) and other than pursuant to Section 2(a) hereof), IRT shall give written notice (a “ Registration Notice ”) of such approval to the Holders within two (2) Business Days after such approval. Each Holder agrees to keep the information relating to the Registration Notice confidential and, subject to Section 3(p) hereof, not to trade in any IRT securities until such information is publicly disclosed by IRT or IRT notifies such Holder that plans for such offering have been terminated or delayed. Once a Registration Notice is received by a Holder, then such Holder may request (the “ Piggyback Request ”) that IRT include in such registration Registrable Shares held by such Holder. The Piggyback Request shall specify the number of Registrable Shares proposed to be included in such registration (“ Included Registrable Shares ”) and shall be delivered to IRT

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within five (5) Business Days after receipt of the Registration Notice. Subject to IRT’s rights to reduce the number of Included Registrable Shares as set forth in this Section 2(c), a Holder may withdraw all or a portion of its Included Registrable Shares from the registration statement only (i) with the written consent of IRT, which shall be in IRT’s sole and complete discretion; or (ii) in the event that IRT exercises its rights to reduce the number of Included Registrable Shares and the reduction in the number of Included Registrable Shares exceeds 10% of the Included Registrable Shares, and provided that Holders exercising their withdrawal rights under clause (ii) shall provide notice to IRT within two (2) Business Days of receipt of the Allocation Notice. Any such withdrawal shall be by written notice to IRT. IRT shall use its best efforts to cause all such Included Registrable Shares to be included in such registration on the same terms and conditions as the Common Stock otherwise being sold in such registration; provided, however, that if the managing underwriter or underwriters advise IRT that, or in its or their view, the inclusion of all Included Registrable Shares requested to be included in such registration, together with shares sought to be included in such registration by Persons (“ Pari Passu Persons ”) with pari passu registration rights (“ Pari Passu Shares ”) would interfere with the successful marketing (including pricing) of the Common Stock proposed to be registered by IRT or would exceed the largest number of shares that can be sold without having an adverse effect on such offering, then the Registrable Shares to be included in such offering shall include the number of Registrable Shares that the managing underwriter or underwriters advises IRT can be sold without having such adverse effect, with such number to be allocated pro rata amongst the Holders and Pari Passu Persons who have requested participation in such offering based on (x) the number of Registrable Shares and Pari Passu Shares held by each such Holder or Pari Passu Person divided by (y) the aggregate number of Registrable Shares and Pari Passu Shares held by all Holders and Pari Passu Persons who have requested participation in such offering. IRT shall provide notice of any such allocation to the Holders and Pari Passu Persons participating in such offering (an “ Allocation Notice ”). Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register any shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, IRT shall determine for any reason either not to register or to delay registration of such shares, IRT may, at its election, give written notice of such determination to each holder of Included Registrable Shares and, thereupon (i) in the case of a determination not to register, shall be relieved of its obligation to register any Included Registrable Shares in connection with such registration (but not from its obligation to pay the expenses of such registration), without prejudice, however, to the rights of any Holder or Holders of Included Registrable Shares entitled to do so to request that such registration be effected as a registration statement pursuant to Section 2(c) of this Agreement, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Included Registrable Shares, for the same period as the delay in registering such shares of Common Stock. No registration effected pursuant to this Section 2(c) shall relieve IRT of its obligation to effect any registration upon request under Section 2(a), nor shall any registration hereunder be deemed to have been effected pursuant to Section 2(a). IRT may require that each Holder who receives a Registration Notice enter into customary agreements with the Underwriters in connection with the related offering, including, without limitation, a customary lock-up agreement relating to any of such Holder’s Registrable Shares that are not included in such offering.

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(d) The IRT Parties shall pay all Registration Expenses in connection with any Demand Registration or Piggyback Registration. Each Holder named as a selling stockholder in any Registration Statement shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Shares pursuant to the Registration Statement.

(e) Without limiting the remedies available to the RAIT Parties and the Holders, IRT acknowledges that any failure by it to comply with its obligations in connection with any Demand Registration or Piggyback Registration may result in material irreparable injury to the RAIT Parties or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the RAIT Parties or any Holder may obtain such relief as may be required to specifically enforce IRT’s obligations in connection with any Demand Registration or Piggyback Registration.

3. Registration Procedures .

(a) In connection with its obligations in connection with any Demand Registration, IRT shall as expeditiously as possible after receipt of a Registration Request:

(i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by IRT, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Shares of the Holders identified in the relevant Registration Request and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use its reasonable best efforts to cause such Registration Statement to be declared effective and remain effective for the Effectiveness Period;

(ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the Effectiveness Period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Shares;

(iii) furnish to each Holder whose Registrable Shares are being registered, to counsel for such Holders and to each Underwriter (as such terms is hereinafter defined) of an Underwritten Offering of Registrable Shares, if any, without charge (in each case in an electronic format, unless otherwise required by applicable law), as many copies of each Prospectus, including each preliminary prospectus, and any amendment or supplement

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thereto, as they may reasonably request in order to facilitate the sale or other disposition of the Registrable Shares thereunder; and IRT consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each such Holder and any such Underwriters in connection with the offering and sale of the Registrable Shares covered by and in the manner described in such Prospectus, preliminary prospectus or any amendment or supplement thereto in accordance with applicable law;

(iv) use its reasonable best efforts to register or qualify the Registrable Shares under all applicable state securities or blue sky laws of such jurisdictions as any Holder whose Registrable Shares are covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC; cooperate with the Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority; and do any and all other acts and things that may be reasonably necessary or advisable to enable each such Holder to complete the disposition in each such jurisdiction of the Registrable Shares owned by such Holder; provided , however , that IRT shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify but for this paragraph, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;

(v) in the case of a Shelf Registration, notify each Holder and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by IRT of any notice of objection by the SEC to the use of a Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (iv) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Shares covered thereby, the representations and warranties of IRT contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Shares cease to be true and correct in all material respects or if IRT receives any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the Effectiveness Period that makes any statement made in such Registration Statement or the related Prospectus untrue or misleading in any material respect or that requires the making of any changes in such Registration Statement or Prospectus in order to comply with applicable disclosure requirements and (vi) of any determination by IRT that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus would be appropriate;

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(vi) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order or such resolution;

(vii) furnish to each Holder (in each case in an electronic format, unless otherwise required by applicable law), without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

(viii) cooperate with the selling Holders of Registrable Shares to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold and not bearing any restrictive legends and enable such Registrable Shares to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) the selling Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Shares;

(ix) during the Effectiveness Period, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to purchasers of the Registrable Shares, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and IRT shall notify the Holders of Registrable Shares to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until IRT has amended or supplemented the Prospectus to correct such misstatement or omission;

(x) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Holders of Registrable Shares, and their counsel, and make such of the representatives of IRT as shall be reasonably requested by the Holders of Registrable Shares and their counsel available for discussion of such document; and IRT shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Holders of Registrable Shares and their counsel shall not have previously been advised and furnished a copy or to which they shall object;

(xi) make available for inspection by a representative of the Holders of the Registrable Shares, any Underwriter participating in any disposition pursuant

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to such Shelf Registration Statement, and attorneys and accountants designated by such Holders, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of IRT and its subsidiaries, and cause the respective officers, directors and employees of IRT and its subsidiaries to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant; provided , however , that if any such information is identified by IRT as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any representative, Holder or Underwriter;

(xii) use their reasonable best efforts to cause all Registrable Shares to be listed on the NYSE MKT or any other securities exchange or any automated quotation system on which similar securities issued or guaranteed by IRT are then listed if requested by the Majority Holders, to the extent such Registrable Shares satisfy applicable listing requirements;

(xiii) if reasonably requested by any Holder of Registrable Shares covered by a Registration Statement, promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to any such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the IRT Parties have received notification of the matters to be incorporated in such filing; and

(xiv) enter into such customary agreements and take all such other actions in connection therewith (including those requested by Holders of a majority of the Registrable Shares being sold) in order to expedite or facilitate the disposition of such Registrable Shares including, but not limited to, an Underwritten Offering and in such connection, (i) cooperate with the Holders and the underwriter or underwriters in connection with any filings required to be made with the Financial Industry Regulatory Authority, or any successor thereto, (ii) to the extent possible, make such representations and warranties to such Holders and any Underwriters of such Registrable Shares with respect to the business of IRT and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (iii) obtain opinions of counsel to IRT (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to such Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Shares, covering the matters customarily covered in opinions requested in underwritten offerings, (iv) obtain “comfort” letters from the independent certified public accountants of IRT (and, if necessary, any other certified public accountant of any subsidiary of IRT, or of any business acquired by IRT for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Shares, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with

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underwritten offerings and (v) deliver such documents and certificates as may be reasonably requested by the Holders of a majority of the Registrable Shares being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the IRT Parties made pursuant to clause (i) above, to evidence compliance with any customary conditions contained in an underwriting agreement.

(b) IRT may require each Holder whose Registrable Shares are being registered to furnish to IRT such information regarding such Holder and the proposed disposition by such Holder of such Registrable Shares as IRT may from time to time reasonably request in writing to such Holder.

(c) Each Holder whose Registrable Shares have been registered agrees that, upon receipt of any notice from IRT of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Shares pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a) hereof and, if so directed by IRT, such Holder will deliver to IRT all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Shares that is current at the time of receipt of such notice.

If IRT shall give any such notice to suspend the disposition of Registrable Shares pursuant to a Registration Statement, IRT shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. IRT may give any such notice only twice during any 365-day period and any such suspensions shall not exceed seventy-five (75) days for each suspension.

The Holders of Registrable Shares who desire to do so may sell such Registrable Shares in an Underwritten Offering that is a Demand Registration. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (the “ Underwriters ”) that will administer the offering shall be selected by a majority of the Holders whose Registrable Shares will be registered in such offering; provided, however, that if IRT is selling shares for its own account in such Underwritten Offering, IRT shall select the Underwriters in its sole discretion.

4. Indemnification and Contribution . (a) The IRT Parties agree jointly to indemnify and hold harmless the RAIT Parties and each Holder, their respective affiliates, trustees, directors, managers, officers, employees, agents and each Person, if any, who controls a RAIT Party or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or

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alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any “issuer information” (“ Issuer Information ”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any RAIT Party or Holder furnished to IRT in writing by such RAIT Party or Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the IRT Parties will also indemnify the Underwriters, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the RAIT Parties and Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

(b) Each RAIT Party and each Holder agrees, severally and not jointly, to indemnify and hold harmless the IRT Parties and the other selling RAIT Parties and Holders, their respective affiliates, the directors of the IRT Parties, each officer of the IRT Parties who signed the Registration Statement and each Person, if any, who controls any IRT Party and any other RAIT Party or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such RAIT Party or Holder furnished to the IRT Parties in writing by such RAIT Party or Holder, respectively, expressly for use in any Registration Statement and any Prospectus.

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “ Indemnified Person ”) shall promptly notify the Person against whom such indemnification may be sought (the “ Indemnifying Person ”) in writing; provided , however , that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 4 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided , further , however , that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 4. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the

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Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 4 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for the RAIT Parties, their respective affiliates, trustees, directors, managers, officers, employees, agents and any control Persons of an Initial Purchaser shall be designated in writing by RAIT, (y) for any Holder, its affiliates, directors and officer and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all ot her cases shall be designated in writing by IRT. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the

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amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the IRT Parties on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the IRT Parties on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the IRT Parties or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The IRT Parties and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 4, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Registrable Shares sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

(f) The remedies provided for in this Section 4 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder, its respective affiliates or any Person controlling any Holder, or by or on behalf of the IRT Parties, their respective affiliates or the officers or directors of or any Person controlling the IRT Parties, and (iii) any sale of Registrable Shares pursuant to a Registration Statement.

5. General .

(a) No Inconsistent Agreements . Each IRT Party represents, warrants and agrees that (i) the rights granted to the Holders and the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by any IRT Party under any other agreement and (ii) each IRT Party has not entered into, or on or after the date of this Agreement will

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enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Shares in this Agreement or otherwise conflicts with the provisions hereof. Any agreement with Pari Passu Persons granting substantially equivalent piggyback registration rights to such Pari Passu Persons on a pari passu basis with the Holders shall not be deemed to be inconsistent with such rights.

(b) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may be amended, modified or supplemented by, and waivers or consents to, or departures from, the provisions hereof shall be approved by, an agreement in writing signed by the IRT Parties and the Holders of at least a majority of the outstanding Registrable Shares affected by such amendment, modification, supplement, waiver or consent; provided , however , that no such amendment, modification, supplement, waiver or consent that materially and adversely affects the rights of any Holder hereunder shall be effective against such Holder unless consented to in writing by such Holder; and provided , further , however , that RAIT may modify the RAIT Parties as set forth in Section 5(f) hereof.

(c) Notices . All notices and other communications provided for or permitted hereunder shall be made in writing by electronic mail, hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to IRT by means of a notice given in accordance with the provisions of this Section 5(c), which address initially is, with respect to the RAIT Parties, the address set forth under RAIT’s signature on the relevant signature page of this Agreement; and (ii) if to any IRT Party, to IRT on behalf of such IRT Party at the most current address given by IRT to RAIT by means of a notice given in accordance with the provisions of this Section 5(c), which address initially is, with respect to the IRT Parties, the address set forth under IRT’s signature on the relevant signature page of this Agreement. All such notices and communications shall be deemed to have been duly given at the time electronic mail delivery is confirmed by email; delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.

(d) Successors and Assigns . Any RAIT Party may assign its rights and delegate its duties hereunder to any Person, including, without limitation, any affiliate of RAIT or any successor in interest of any RAIT Party. Any Holder that is not a RAIT Party may not assign its rights or delegate its duties hereunder to anyone, whether directly or indirectly by merger or other business combination or otherwise, without the consent of the IRT Parties and the RAIT Parties. The IRT Parties may not assign their rights or delegate their duties hereunder to anyone, whether directly or indirectly by merger or other business combination or otherwise, without the consent of the Majority Holders.

(e) Holders’ Liability . The liability of each Holder to any IRT Party or any other Holder shall be several and not joint.

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(f) Additional RAIT Parties . RAIT may add any affiliate of RAIT to or remove any entity from the list of entities comprising the RAIT Parties set forth on Schedule I by notifying the IRT Parties of any such addition or removal, which notice shall include an updated Schedule I hereto, and, in the case of any addition, an agreement to be bound by the Agreement executed by any new RAIT Party.

(g) No Third Party Beneficiaries . This Agreement does not, and is not intended to, confer any rights or remedies upon any person other than the parties hereto.

(h) Power of Attorney . Each RAIT Party hereby authorizes the President, Chief Financial Officer, Treasurer or Secretary of RAIT serving at the relevant time as such RAIT Party’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of such RAIT Party to execute any agreement, document or certificate by or on behalf of such RAIT Party and to take any action on its behalf as contemplated by, or otherwise consistent with the intent of, this Agreement.

The parties hereto acknowledge and agree that any notice required to be provided hereunder by IRT shall be deemed provided to all RAIT Parties upon delivery of such notice to RAIT.

(i) Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(j) Headings . The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(k) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(l) Termination . Notwithstanding the foregoing provisions, shares of Common Stock held by any Holder shall cease to be Registrable Shares upon such Holder’s receipt of a written opinion from counsel for the IRT Parties to the effect that the Registrable Shares held by such Holder may be sold without registration under the Securities Act or applicable state law, and without restriction as to the quantity and manner of such sales. The termination of such Holder’s rights under this Agreement shall not terminate any other Holder’s rights under this Agreement.

(m) Miscellaneous . This Agreement contains the entire agreement among the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and

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restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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Schedule I

The RAIT Parties

At July 26, 2013

RAIT Financial Trust

Belle Creek Member, LLC

Centrepoint Member, LLC

Copper Mill Member, LLC

Crestmont Member, LLC

Cumberland Member, LLC

Heritage Trace Member, LLC

Independence Realty Advisors, LLC

RAIT NTR Holdings, LLC

Taberna IR Holdings, LLC

Tresa at Arrowhead Member, LLC

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Exhibit 10.3

INDEPENDENCE REALTY TRUST, INC.

LONG TERM INCENTIVE PLAN

(AS AMENDED AND RESTATED AS OF JULY 29, 2013)

INDEPENDENCE REALTY TRUST, INC.

LONG TERM INCENTIVE PLAN

- i -

- ii -

INDEPENDENCE REALTY TRUST, INC.

LONG TERM INCENTIVE PLAN

ARTICLE 1

PURPOSE

1.1. GENERAL . The purpose of the Long Term Incentive Plan (the “ Plan ”) is to enable Independence Realty Trust, Inc. (the “ Company ”) and its Affiliates (as defined below) to (1) provide an incentive to employees, officers, directors, consultants and advisors to improve the Company’s operations and increase the Company’s profits, (2) encourage such persons to accept or continue employment with the Company’s advisor or its affiliates; and (3) increase the interest of the Company’s employees, officers and directors in the Company’s welfare through their participation in the growth in the value of the Company’s common shares. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, directors, consultants and advisors of the Company and its Affiliates.

ARTICLE 2

DEFINITIONS

2.1. DEFINITIONS . When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:

(a) “ Affiliate ” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.

(b) “ Award ” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Deferred Stock Unit, Performance Award, Dividend Equivalent, Other Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.

(c) “ Award Certificate ” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

(d) “ Beneficial Owner ” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.

(e) “ Board ” means the Board of Directors of the Company.

(f) “ Cause ” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate; provided , however , that if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise

defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined by the Committee: gross neglect of duty, prolonged absence from duty without the consent of the Company, material breach by the Participant of any published Company code of conduct or code of ethics; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. With respect to a Participant’s termination of directorship, “Cause” means an act or failure to act that constitutes cause for removal of a director under applicable Maryland law. The determination of the Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.

(g) “ Change in Control ” means and includes the occurrence of any one of the following events but shall specifically exclude a Public Offering:

(i) individuals who, on the Plan Effective Date, constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Plan Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided , however , that 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 the election or removal of directors (“ Election Contest ”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“ Proxy Contest ”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(ii) any Person becomes a Beneficial Owner, directly or indirectly, of either (A) 35% or more of the then-outstanding shares of common stock of the Company (“ Company Common Stock ”) or (B) securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “ Company Voting Securities ”); provided , however , that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or

(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “ Reorganization ”), or the sale or other disposition of all or substantially all of the Company’s assets (a “ Sale ”) or the acquisition of assets or stock of another corporation or other entity (an “ Acquisition ”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 35% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock

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either directly or through one or more subsidiaries, the “ Surviving Entity ”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no Person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 35% or more of the total common stock or 35% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “ Non-Qualifying Transaction ”); or

(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(h) “ Charter ” means the articles of incorporation of the Company, as such articles of incorporation may be amended from time to time.

(i) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

(j) “ Committee ” means the committee of the Board described in Article 4.

(k) “ Company ” means Independence Realty Trust, Inc., a Maryland corporation, or any successor corporation.

(l) “ Continuous Status as a Participant ” means the absence of any interruption or termination of service as an employee, officer, director, consultant or advisors of the Company or any Affiliate, as applicable; provided , however , that for purposes of an Incentive Stock Option “Continuous Status as a Participant” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Status as a Participant shall not be considered interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, or (iii) any leave of absence authorized in writing by the Company prior to its commencement; provided , however , that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Status as a Participant shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive.

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(m) “ Deferred Stock Unit ” means a right granted to a Participant under Article 9 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.

(n) “ Disability ” of a Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock Option, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether a Participant is Disabled will be made by the Committee and may be supported by the advice of a physician competent in the area to which such Disability relates.

(o) “ Dividend Equivalent ” means a right granted to a Participant under Article 11.

(p) “ Eligible Participant ” means an employee, officer, consultant or director of the Company or any Affiliate.

(q) “ Exchange ” means any national securities exchange on which the Stock may from time to time be listed or traded.

(r) “ Fair Market Value ,” on any date, means (i) if the Stock is listed on a securities exchange, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is not quoted on such interdealer quotation system or it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.

(s) “ Grant Date ” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.

(t) “ Incentive Stock Option ” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.

(u) [Reserved]

(v) “ Nonstatutory Stock Option ” means an Option that is not an Incentive Stock Option.

(w) “ Operating Partnership ” means Independence Realty Operating Partnership, LP, a Delaware limited partnership of which the Company is the sole general partner.

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(x) “ OP Interests ” means limited partnership interests in the Operating Partnership that may be exchanged or redeemed for Shares on a one-for-one basis, or any profits interest in the Operating Partnership that may be exchanged or converted into such limited partnership interests.

(y) “ Option ” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

(z) “ Other Award ” means a right granted to a Participant under Article 12.

(aa) “ Parent ” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.

(bb) “ Participant ” means a person who, as an employee, officer, director or consultant of the Company or any Affiliate, has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.

(cc) “ Performance Award ” means any award granted under the Plan pursuant to Article 10.

(dd) “ Person ” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.

(ee) “ Plan ” means the Long Term Incentive Plan, as amended from time to time.

(ff) “ Plan Effective Date ” has the meaning assigned such term in Section 3.1.

(gg) “ Public Offering ” shall occur on the closing date of a public offering of any class or series of the Company’s equity securities pursuant to a registration statement filed by the Company under the 1933 Act.

(hh) “ Restricted Stock ” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.

(ii) “ Restricted Stock Unit ” means a right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.

(jj) “ Shares ” means shares of the Company’s Stock. If there has been an adjustment or substitution pursuant to Section 14.1, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant to Section 14.1.

(kk) “ Stock ” means the $0.01 par value common stock of the Company and such other securities of the Company as may be substituted for Stock pursuant to Section 14.1.

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(ll) “ Stock Appreciation Right ” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the grant price of the SAR, all as determined pursuant to Article 8.

(mm) “ Subsidiary ” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.

(nn) “ 1933 Act ” means the Securities Act of 1933, as amended from time to time.

(oo) “ 1934 Act ” means the Securities Exchange Act of 1934, as amended from time to time.

ARTICLE 3

PLAN EFFECTIVE DATE; TERMINATION OF PLAN

3.1. PLAN EFFECTIVE DATE . The “ Plan Effective Date ” shall mean July 29, 2013, the date the amended and restated Plan was approved by both the Board and the stockholders of the Company. The Plan initially became effective on April 6, 2011.

3.2. TERMINATION OF PLAN . The Plan shall terminate on the tenth anniversary of the Plan Effective Date unless earlier terminated as provided herein. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of termination, which shall continue to be governed by the applicable terms and conditions of this Plan. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of (a) adoption of this Plan by the Board, or (b) the Plan Effective Date.

ARTICLE 4

ADMINISTRATION

4.1. COMMITTEE . The Plan shall be administered by the Compensation Committee appointed by the Board (which Committee shall consist of at least two directors) or its successor or such other committee of the Board to which the Board has delegated with authority to administer the Plan or, at the discretion of the Board from time to time, the Plan may be administered by the Board. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. It is intended that at least two of the directors appointed to serve on the Committee shall be “non-employee directors” (within the meaning of Rule 16b-3 promulgated under the 1934 Act) and that any such members of the Committee who do not so qualify shall abstain from participating in any decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such Award are persons subject to the short-swing profit rules of Section 16 of the 1934 Act. However, the mere fact that a Committee member shall fail to qualify as a “non-employee director” or shall fail to abstain from such action shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. The Board may reserve to itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control.

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4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE . For purposes of administering the Plan, the Committee may from time to time adopt rules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

4.3. AUTHORITY OF COMMITTEE . The Committee has the exclusive power, authority and discretion to:

(a) grant Awards;

(b) designate Participants;

(c) determine the type or types of Awards to be granted to each Participant;

(d) determine the number of Awards to be granted and the number of Shares, OP Interests or dollar amount to which an Award will relate;

(e) determine the terms and conditions of any Award granted under the Plan;

(f) prescribe the form of each Award Certificate, which need not be identical for each Participant;

(g) decide all other matters that must be determined in connection with an Award;

(h) establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;

(i) make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;

(j) amend the Plan or any Award Certificate as provided herein; and

(k) adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in such other jurisdictions and to meet the objectives of the Plan.

4.4. AWARD CERTIFICATES . Each Award, other than an Award of Shares which are not subject to any restrictions or conditions, shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.

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ARTICLE 5

SHARES SUBJECT TO THE PLAN

5.1. NUMBER OF SHARES . Subject to adjustment as provided in Sections 5.2 and Section 14.1, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 800,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 800,000.

5.2. SHARE COUNTING . Shares covered by an Award shall be subtracted from the Plan share reserve as of the date of grant, but shall be added back to the Plan share reserve in accordance with this Section 5.2.

(a) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan.

(b) Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan.

(c) Shares withheld from an Award or delivered by a Participant to satisfy minimum tax withholding requirements will again be available for issuance pursuant to Awards granted under the Plan.

(d) If the exercise price of an Option is satisfied by delivering Shares to the Company (by either actual delivery or attestation), only the number of Shares issued to the Participant in excess of the Shares tendered (by delivery or attestation) shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.

(e) To the extent that the full number of Shares subject to an Option or SAR is not issued upon exercise of the Option or SAR for any reason, including by reason of net-settlement of the Award, only the number of Shares issued and delivered upon exercise of the Option or SAR shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.

(f) To the extent that the full number of Shares subject to an Award other than an Option or SAR is not issued for any reason, including by reason of failure to achieve maximum performance goals, only the number of Shares issued and delivered shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.

(g) Substitute Awards granted pursuant to Section 13.10 of the Plan shall not count against the Shares otherwise available for issuance under the Plan under Section 5.1.

5.3. STOCK DISTRIBUTED . Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

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ARTICLE 6

ELIGIBILITY

6.1. GENERAL . Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.

ARTICLE 7

STOCK OPTIONS

7.1. GENERAL . The Committee is authorized to grant Options to Participants on the following terms and conditions:

(a) EXERCISE PRICE . The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 13.10) shall not be less than the Fair Market Value as of the Grant Date.

(b) PROHIBITION ON REPRICING . Except as otherwise provided in Section 14.1, the exercise price of an Option may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company.

(c) TIME AND CONDITIONS OF EXERCISE . The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(e). The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested.

(d) PAYMENT . The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, cash, Shares, or other property (including “cashless exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants.

(e) EXERCISE TERM . Except for Nonstatutory Options granted to Participants outside the United States, no Option granted under the Plan shall be exercisable for more than ten years from the Grant Date.

(f) NO DEFERRAL FEATURE . No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.

(g) NO DIVIDEND EQUIVALENTS . No Option shall provide for Dividend Equivalents.

7.2. INCENTIVE STOCK OPTIONS . The terms of any Incentive Stock Options granted under the Plan must comply with the requirements of Section 422 of the Code. If all of the requirements of Section 422 of the Code are not met, the Option shall automatically become a Nonstatutory Stock Option.

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ARTICLE 8

STOCK APPRECIATION RIGHTS

8.1. GRANT OF STOCK APPRECIATION RIGHTS . The Committee is authorized to grant Stock Appreciation Rights to Participants on the following terms and conditions:

(a) RIGHT TO PAYMENT . Upon the exercise of a SAR, the Participant to whom it is granted has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of:

(1) The Fair Market Value of one Share on the date of exercise; over

(2) The base price of the SAR as determined by the Committee, which shall not be less than the Fair Market Value of one Share on the Grant Date.

(b) PROHIBITION ON REPRICING . Except as otherwise provided in Section 14.1, the base price of a SAR may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company.

(c) EXERCISE TERM . Except for SARs granted to Participants outside the United States, no SAR shall be exercisable for more than ten years from the Grant Date.

(d) NO DEFERRAL FEATURE . No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.

(e) NO DIVIDEND EQUIVALENTS . No SAR shall provide for Dividend Equivalents.

(f) OTHER TERMS . All SARs shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any SAR shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Certificate.

ARTICLE 9

RESTRICTED STOCK, RESTRICTED STOCK UNITS

AND DEFERRED STOCK UNITS

9.1. GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS . The Committee is authorized to make Awards of Restricted Stock, Restricted Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced by an Award Certificate setting forth the terms, conditions, and restrictions applicable to the Award.

9.2. ISSUANCE AND RESTRICTIONS . Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an Award Certificate or any special Plan document governing an Award, the Participant shall have all of the rights of a stockholder with respect to an Award of Restricted Stock, and the Participant shall have none of the rights of a stockholder with respect to an

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Award of Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of the Restricted Stock Units or Deferred Stock Units. Unless otherwise provided in the applicable Award Certificate, awards of Restricted Stock will be entitled to full dividend rights and any dividends paid thereon will be paid or distributed to the holder no later than the end of the calendar year in which the dividends are paid to stockholders or, if later, the 15th day of the third month following the date the dividends are paid to stockholders.

9.3. FORFEITURE . Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous Status as a Participant during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions shall be forfeited.

9.4. DELIVERY OF RESTRICTED STOCK . Shares of Restricted Stock shall be delivered to the Participant at the time of grant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees) designated by the Committee, a stock certificate or certificates registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

ARTICLE 10

PERFORMANCE AWARDS

10.1. GRANT OF PERFORMANCE AWARDS . The Committee is authorized to grant any Award under this Plan, including cash-based Awards, with performance-based vesting criteria, on such terms and conditions as may be selected by the Committee. The Committee shall have the complete discretion to determine the number of Performance Awards granted to each Participant and to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance Awards shall be evidenced by an Award Certificate or a written program established by the Committee, pursuant to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such written program.

10.2. PERFORMANCE GOALS . The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of the Participant, an Affiliate or a division, region, department or function within the Company or an Affiliate. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts its business, or other events or circumstances render performance goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the participant in an amount determined by the Committee.

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ARTICLE 11

DIVIDEND EQUIVALENTS

11.1. GRANT OF DIVIDEND EQUIVALENTS . Except as provided in Sections 7.1(g) and 8.1(e), the Committee is authorized to grant Dividend Equivalents with respect to Awards granted hereunder, subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive payments equal to dividends with respect to all or a portion of the number of Shares subject to an Award, as determined by the Committee. The Committee may provide that Dividend Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional Shares, or otherwise reinvested. Unless otherwise provided in the applicable Award Certificate, Dividend Equivalents will be paid or distributed no later than the 15 ^th day of the 3 ^rd month following the later of (i) the calendar year in which the corresponding dividends were paid to stockholders, or (ii) the first calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject to a substantial risk of forfeiture.

ARTICLE 12

OTHER AWARDS

12.1. GRANT OF OTHER AWARDS . The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation, OP Interests, membership interests in a Subsidiary or operating partnership, Shares not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, and Awards valued by reference to book value of Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such Awards. For purposes of calculating the number of Shares underlying an Other Award relative to the total number of Shares of Stock reserved and available for issuance under Section 5.1 hereof, the Committee shall establish in good faith the maximum number of Shares to which a grantee of such Other Award may be entitled upon fulfillment of all applicable conditions set forth in the relevant Award Certificate, including vesting, accretion factors, conversion ratios, exchange ratios and the like. If and when any such conditions are no longer capable of being met, in whole or in part, the number of Shares underlying such Other Award shall be reduced accordingly by the Committee and the related Shares shall be added back to the Shares of Stock available for issuance under the Plan. The Committee may require that Other Awards be held through a limited partnership, or similar “look-through” entity, and the Committee may require such limited partnership or similar entity to impose restrictions on its partners or other beneficial owners that are not inconsistent with the provisions of this Section 12.1. The provisions of the grant of Other Awards need not be the same with respect to each Participant.

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ARTICLE 13

PROVISIONS APPLICABLE TO AWARDS

13.1. TERM OF AWARD . The term of each Award shall be for the period as determined by the Committee, provided that in no event shall the term of any Option or a Stock Appreciation Right exceed a period of ten years from its Grant Date.

13.2. FORM OF PAYMENT FOR AWARDS . At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination of cash and Stock, or any other form of property as the Committee shall determine. In addition, payment of Awards may include such terms, conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Stock, restrictions on transfer and forfeiture provisions. Further, payment of Awards may be made in the form of a lump sum, or in installments, as determined by the Committee.

13.3. LIMITS ON TRANSFER . No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution; provided , however , that the Committee may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards.

13.4. BENEFICIARIES . Notwithstanding Section 13.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

13.5. STOCK TRADING RESTRICTIONS . All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.

13.6. ACCELERATION UPON DEATH OR DISABILITY . Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon the termination of a person’s Continuous Status as a Participant by reason of death or Disability:

(i) all of that Participant’s outstanding Options and SARs shall become fully exercisable;

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(ii) all time-based vesting restrictions on that Participant’s outstanding Awards shall lapse as of the date of termination; and

(iii) the payout opportunities attainable under all of that Participant’s outstanding performance-based Awards shall be deemed to have been fully earned as of the date of termination as follows:

(A) if the date of termination occurs during the first half of the applicable performance period, all relevant performance goals will be deemed to have been achieved at the “target” level, and

(B) if the date of termination occurs during the second half of the applicable performance period, the actual level of achievement of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding the date of termination, and

(C) in either such case, there shall be a pro rata payout to the Participant or his or her estate within sixty (60) days following the date of termination (unless a later date is required by Section 16.3 hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination.

To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

13.7. ACCELERATION UPON A CHANGE IN CONTROL . Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon the occurrence of a Change in Control, (i) all outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully exercisable, and (ii) all time-based vesting restrictions on outstanding Awards shall lapse. Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon the occurrence of a Change in Control, the target payout opportunities attainable under all outstanding performance-based Awards shall be deemed to have been fully earned as of the effective date of the Change in Control based upon an assumed achievement of all relevant performance goals at the “target” level and there shall be a pro rata payout to Participants within thirty (30) days following the effective date of the Change in Control based upon the length of time within the performance period that has elapsed prior to the Change in Control.

13.8. ACCELERATION FOR ANY REASON . The Committee may in its sole discretion at any time determine that all or a portion of a Participant’s Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable, that all or a part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 13.8. Notwithstanding anything in the Plan, including this Section 13.8, the Committee may not accelerate the payment of any Award if such acceleration would violate Section 409A(a)(3) of the Code.

13.9. FORFEITURE EVENTS . The Committee may specify in an Award Certificate that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall

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not be limited to, termination of employment for Cause, violation of material Company or Affiliate policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate.

13.10. SUBSTITUTE AWARDS . The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.

ARTICLE 14

CHANGES IN CAPITAL STRUCTURE

14.1. MANDATORY ADJUSTMENTS . In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the authorization limits under Section 5.1 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing, the Committee shall not make any adjustments to outstanding Options or SARs that would constitute a modification or substitution of the stock right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in the form of payment for purposes of Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.

14.2. DISCRETIONARY ADJUSTMENTS . Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described in Section 14.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that Awards will become immediately vested and exercisable and will expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified date associated with the transaction, over the exercise price of the Award, (v) that performance targets and performance periods for Performance Awards will be modified, or (vi) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

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14.3. GENERAL . Any discretionary adjustments made pursuant to this Article 14 shall be subject to the provisions of Section 15.2. To the extent that any adjustments made pursuant to this Article 14 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.

ARTICLE 15

AMENDMENT, MODIFICATION AND TERMINATION

15.1. AMENDMENT, MODIFICATION AND TERMINATION . The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval; provided , however , that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the number of Shares available under the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a material change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to stockholder approval; and provided , further , that the Board or Committee may condition any other amendment or modification on the approval of stockholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable (i) to comply with the listing or other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or regulations.

15.2. AWARDS PREVIOUSLY GRANTED . At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant; provided , however :

(a) Subject to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base price of such Award);

(b) The original term of an Option or SAR may not be extended without the prior approval of the stockholders of the Company;

(c) Except as otherwise provided in Section 14.1, the exercise price of an Option or SAR may not be reduced, directly or indirectly, without the prior approval of the stockholders of the Company; and

(d) No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award).

15.3. COMPLIANCE AMENDMENTS . Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend the Plan or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Certificate to any present or future law relating to plans of this or similar nature (including, but not

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limited to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 15.3 to any Award granted under the Plan without further consideration or action.

ARTICLE 16

GENERAL PROVISIONS

16.1. RIGHTS OF PARTICIPANTS .

(a) No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).

(b) Nothing in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any Participant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee, officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.

(c) Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or any of its Affiliates.

(d) No Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

16.2. WITHHOLDING . The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

16.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE .

(a) General . It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.

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(b) Definitional Restrictions . Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) would be effected, under the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or distribution date or event specified in the Award Certificate that is permissible under Section 409A of the Code. If this provision prevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance.

(c) Allocation among Possible Exemptions . If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the Committee) shall determine which Awards or portions thereof will be subject to such exemptions.

(d) Six-Month Delay in Certain Circumstances . Notwithstanding anything in the Plan or in any Award Certificate to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Certificate by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

(i) the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “ Required Delay Period ”), and

(ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Section 409A of the Code and the final regulations thereunder, provided , however , that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of 409A(a)(2)(B)(i) of the Code shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

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16.4. UNFUNDED STATUS OF AWARDS . The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. This Plan is not intended to be subject to ERISA.

16.5. RELATIONSHIP TO OTHER BENEFITS . No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan.

16.6. EXPENSES . The expenses of administering the Plan shall be borne by the Company and its Affiliates.

16.7. TITLES AND HEADINGS . The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

16.8. GENDER AND NUMBER . Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

16.9. FRACTIONAL SHARES . No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.

16.10. GOVERNMENT AND OTHER REGULATIONS .

(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.

(b) Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.

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16.11. GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with and governed by the laws of the State of Maryland.

16.12. ADDITIONAL PROVISIONS . Each Award Certificate may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan.

16.13. NO LIMITATIONS ON RIGHTS OF COMPANY . The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.

16.14. INDEMNIFICATION . Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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The foregoing is hereby acknowledged as being the Long Term Incentive Plan, as amended and restated as of July 29, 2013, as adopted by the Board on July 29, 2013 and by the Company’s stockholders on July 29, 2013.