Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”).

Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

Relationship. The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent the Advisor from engaging in other activities, including the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates. Nor shall this Agreement limit or restrict the right of any manager, director, officer, employee or equityholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other Person. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein. The Advisor shall promptly disclose to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, that creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person.

Relationship. GSD and Gyrodyne are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent Gyrodyne from engaging in or earning fees from other activities, including the rendering of advice to other Persons and the management of other programs advised, sponsored or organized by Gyrodyne; nor shall this Agreement limit or restrict the right of any manager, director, officer, member, partner, employee or equity holder of Gyrodyne to engage in or earn fees from any other business or to render services of any kind to any other Person. Gyrodyne may, with respect to any investment in which GSD is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that GSD may enter into Joint Ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or other similar co-investment arrangements, Gyrodyne may be engaged to provide advice and service to such Persons, in which case Gyrodyne may earn fees from such persons for rendering such advice and service.

Nothing in this Agreement shall prevent the Operating Company from making a Required Disclosure, provided that the Operating Company complies with the provisions of Section 5(c)(ii).

Continuous Service Requirement. In order to earn any Shares, the [[Team Member:Person]] must be continuously providing Service from the Grant Date to the end of the Performance Period, except as described in this Section and Section 5. Even if the [[Team Member:Person]] is not continuously providing Service through the end of the Performance Period, upon the occurrence of one of the events specified in [Sections 4(a) through 4(d)], the Shares that are earned during the Performance Period, if any, shall vest and be paid out as provided in Section 9, in accordance with and subject to any restrictions set forth in this Agreement, the Plan or any Release Agreement that the [[Team Member:Person]] may be required to enter pursuant to this Section or Section 5. “Release Agreement” means an agreement containing a release of claims, a covenant not to engage in competitive employment, and/or other provisions deemed appropriate by the Committee in its sole discretion.

Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

Independent Relationship. Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.

You will report directly to the Chief Executive Officer (CEO).

Legal Relationship. My relationship with the Company is that of an independent contractor and not as an employee, as such is defined in C.R.S. 8-40-202(2)(a), nor an agent of the Company. I will not be entitled to any benefits or compensation from the Company except as set forth in this Agreement. I agree that I am responsible for direct payment of any federal or state taxes on the compensation paid to me under this Agreement. I understand that I am not authorized to bind the Company or make any representations on its behalf in any matter.