OPTION AWARD AGREEMENT



                             Issued Pursuant to the

                        2004 Incentive Compensation Plan

                            of Glimcher Realty Trust



     THIS OPTION AWARD AGREEMENT ("Agreement"), effective __________, (the

"Effective Date") represents the grant of an incentive option ("Option") by

Glimcher Realty Trust (the "Company"), to ___________ (the "Participant")

pursuant to the provisions of the Glimcher Realty Trust 2004 Incentive

Compensation Plan adopted on or about March 22, 2004 (the "Plan"). The Option

granted hereby is intended to be an "ISO", as such term is defined in the Plan,

within the meaning of Section 422 of the Code to the maximum extent permissible

under the Code. To the extent that the Option does not qualify as an ISO, the

Option or the portion thereof which does not so qualify shall constitute a

separate nonqualified option.



     The Plan provides a complete description of the terms and conditions

governing this Option. If there is any inconsistency between the terms of this

Agreement and the terms of the Plan, the Plan's terms shall completely supersede

and replace the conflicting terms of this Agreement. All capitalized terms shall

have the meanings ascribed to them in the Plan, unless specifically set forth

otherwise herein. The parties hereto agree as follows:



     1. General Option Grant Information. The individual named above has been

selected to be a Participant in the Plan and receive an incentive option grant,

as specified below:



          (a) Date of Grant:



          (b) Number of Shares Covered by this Option:



          (c) Option Price:



          (d) Date of Expiration: , 2014(1)



     2. Grant of Option. The Company hereby grants to the Participant an Option

to purchase the number of Shares set forth above, at the stated Option Price per

share, which is one hundred percent (100%) of the Fair Market Value of a Share

on the Date of Grant, in the manner and subject to the terms and conditions of

the Plan and this Agreement. The Committee has determined that the Fair Market

Value of a Share on the date of grant is equal to the average of high and low

selling price of a Share on the preceding trading day.



     3. Option Term. The term of this Option begins as of the Date of Grant as

detailed above and continues through the Date of Expiration as detailed above,

unless sooner terminated in accordance with the terms of this Agreement.



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(1)  Insert date that is one day before the 10th anniversary of the Effective

     Date.





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{PAGE}



     4. Vesting Period: This Option shall vest and be exercisable, as to

one-third of the total Shares covered by the Option, each year over a three year

period, with the first one-third vesting on the first anniversary of the date of

grant, the second one-third vesting on the second anniversary of the date of

grant, and the third one-third vesting on the third anniversary of the date of

grant.(2)



     5. Exercise: The Participant, or the Participant's representative upon the

Participant's death, may exercise this Option to the extent vested at any time

prior to the termination of the Option as provided in Sections 3 and 8.



     6. How to Exercise: Once vested, the Options hereby granted shall be

exercised by written notice to the Committee or such other administrator

appointed by the Committee, specifying the number of Shares subject to this

Option Participant desires to exercise. Payment for the Shares purchased

pursuant to the exercise of the Options hereby granted shall be made by paying

the Option Price per Share in full at the time of the exercise of the Option.



     7. Nontransferability. This Option may not be sold, transferred, pledged,

assigned, or otherwise alienated or hypothecated, other than by will or by the

laws of descent and distribution, and may be exercised or surrendered during

Participant's lifetime only by the Participant or his or her guardian or legal

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