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Exhibit 10.6  


 
 

DIVIDEND CAPITAL TOTAL REALTY TRUST INC.
  EQUITY INCENTIVE PLAN    
    



        DIVIDEND CAPITAL TOTAL REALTY TRUST INC., a Maryland corporation (the "Company"), adopted this Equity Incentive Plan (the "Plan") effective
January 12, 2006, for the benefit of the eligible non-employee directors, officers, other employees, advisors and consultants providing services to the Company (which may include
employees of the Advisor and the Manager). 


        The
purpose of the Plan is to enable the Company to obtain and retain the services of eligible individuals considered essential to the long range success of the Company, by offering such
individuals an opportunity to participate in the Company's growth through the ownership of stock in the Company. 


ARTICLE I

DEFINITIONS  


        Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. 


        "Administrator"
shall mean, with respect to the Company, the Board or, if the Board so delegates its authority, the Compensation Committee. 


        "Advisor"
shall mean Dividend Capital Total Advisors LLC, a Delaware limited liability company. 


        "Affiliate"
or "Affiliated" means, as to any individual, corporation, partnership, trust, limited liability company or other legal entity (i) any person or entity directly or
indirectly through one or more intermediaries controlling, controlled by or under common control with another person or entity; (ii) any person or entity directly or indirectly owning,
controlling, or holding with power to vote ten
percent (10%) or more of the outstanding voting securities of another person or entity; (iii) any officer, director, general partner or trustee of such person or entity; (iv) any person
ten percent (10%) or more whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other person; and (v) if such other person or
entity is an officer, director, general partner or trustee of a person or entity, the person or entity for which such person or entity acts in any such capacity. 



        "Award"
shall mean any grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Other Share-Based Awards under the Plan. 


        "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act. 


        "Board"
shall mean the Board of Directors of the Company. 


        "Cause,"
for purposes of all awards other than Directors Options, and unless otherwise defined in a Participant's employment or severance agreement with the Participant's Employer or the
Company, shall mean (i) gross negligence or willful misconduct, (ii) an uncured breach of any of the Participant's material duties, (iii) fraud or other conduct against the
material best interests of the Company, or (iv) a conviction of a felony, if such conviction has a material adverse effect on the Company or an Affiliate of the Company. 


        "Change
in Control" shall mean a change in ownership or control of the Company effected through either of the following transactions: 



        (a)   any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its affiliates) representing 50% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who
becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or 








 

        (b)   a
change in the composition of the Board over a period of 36 consecutive months (or less) such that a majority of the Board members (rounded up to the nearest whole
number) ceases, by reason of one or more proxy contests for the election of Board members, to be comprised of individuals who either (i) have been Board members continuously since the beginning
of such period or (ii) have been elected or nominated for election as Board members during such period by at least two-thirds (2/3) of the Board members described in
clause (i) who were still in office at the time such election or nomination was approved by the Board; or 


        (c)   there
is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a
merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company's then outstanding securities; or 


        (d)   the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the
combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. 




Notwithstanding
the foregoing, a Change of Control shall not be deemed to have occurred (i) solely as the result of a Public Offering or (ii) by virtue of the consummation of any
transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of
transactions. 


        "Code"
shall mean the Internal Revenue Code of 1986, as amended. 


        "Common
Stock" shall mean the common stock of the Company, par value $0.01 per share, issued or authorized to be issued in the future, but excluding any preferred stock and any warrants,
options or other rights to purchase Common Stock. 


        "Company"
shall mean Dividend Capital Total Realty Trust Inc., a Maryland corporation. 


        "Compensation
Committee" shall mean the compensation committee of the Board, which shall at all times consist of two or more persons who are (i) "non-employee
directors" within the meaning of Rule 16b(3), (ii) Independent Directors and (iii) "outside directors" within the meaning of Section 162(m) of the Code. 


        "Director
Option" shall mean an Option granted pursuant to Article V. 


        "Eligible
Individual" shall mean any director, officer or other employee of the Company, or any consultant or advisor of the Company who is a natural person. 


        "Employer"
shall mean either the Company, the Advisor or the Manager as the context may require. 


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        "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended. 


        "Fair
Market Value" on any date shall mean the Closing Price (as defined below) per Share on such date if such date is a Trading Day or, if such date is not a Trading Day, the Trading
Day immediately prior to such date. The "Closing Price" on any date shall mean the last sale price, regular way (as defined below), or, in case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the
principal national securities exchange on which the Shares are listed or admitted to trading or, if the Shares are not listed or admitted to trading on any national securities exchange, the last
quoted price, or if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by The NASDAQ Stock Market, Inc.
("NASDAQ") or, if NASDAQ is no longer in use, the principal automated quotation system that may then be in use or, if the Shares are not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market-maker authorized to make a market in the Shares selected by the Board or, if there is no professional market maker making a market in the Shares,
the price at which the Company is then offering Shares to the public if the Company is then engaged in a public offering of Shares, or if the Company is not then offering Shares to the public, the
fair market value of a Share as determined by the Board, in its absolute discretion. "Trading Day" shall mean a day on which the principal national securities exchange or national automated quotation
system on which the Shares are listed or admitted to trading is open for the transaction of business or, if the Shares are not listed or admitted to trading on any national securities exchange or
national automated quotation system, shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Colorado are authorized or obligated by law or executive
order to close. The term "regular way" means a trade that
is effected in a recognized securities market for clearance and settlement pursuant to the rules and procedures of the National Securities Clearing Corporation, as opposed to a trade effected
"ex-clearing" for same day or next day settlement. 


        "Incentive
Stock Option" shall mean an Option that is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code. 



        "Independent
Director" shall mean a member of the Board who is not, and within the last two years has not been, directly or indirectly, associated with the Advisor or the Manager
or any of their Affiliates by virtue of (i) ownership of an interest in the Advisor or the Manager or any of their Affiliates, (ii) employment by the Advisor or the Manager or any of
their Affiliates, (iii) service as an officer or director of the Advisor or the Manager or any of their Affiliates, (iv) performance of services, other than as a director, for the
Company, (v) service as a director or trustee of more than three real estate investment trusts advised by the Advisor or its Affiliates, or (vi) maintenance of a material business or
professional relationship with the Advisor or the Manager or any of their Affiliates. An indirect relationship shall include circumstances in which a director's spouse, parents, children, siblings,
mother- or father-in-law, sons- or daughters-in-law or brothers- or sisters-in-law is or has been associated with
the Advisors or the Manager or any of their Affiliates. A business or a professional relationship is considered material if gross income derived by the director from the Advisor or the Manager or
Affiliates thereof exceeds five percent (5%) of either the director's annual gross income during either of the last two years or the director's net worth determined on a fair market value
basis. 


        "Liquidity
Event" shall have the meaning ascribed to such term in the Company's prospectus contained in the Form S-11 Registration Statement (file
no. 333-125338), as declared effective on January     , 2006. 


        "Manager"
shall mean Dividend Capital Property Management LLC, a Colorado limited liability company. 


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        "Non-Employee
Director" shall have the meaning ascribed to such term in Section 5.1. 


        "Non-Qualified
Stock Option" shall mean an Option which is not intended to be an Incentive Stock Option. 


        "Option"
shall mean a stock option granted under Article IV or V. 


        "Other
Share-Based Award" shall mean an Award granted under Article IX. 


        "Participant"
shall mean an eligible person who is granted an Award. 


        "Person"
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates,
(iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company. 


        "Plan"
shall mean this Equity Incentive Plan of Dividend Capital Total Realty Trust Inc. 


        "Restricted
Stock" shall mean an Award of Shares granted under Article VII. 


        "Restricted
Stock Unit" shall mean an Award of a Unit granted under Article VIII. 


        "Rule 16b-3"
shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time. 


        "Securities
Act" shall mean the Securities Act of 1933, as amended. 


        "Shares"
shall mean shares of Common Stock issuable upon the grant, vesting and/or exercise of Awards under the Plan. 


        "Stock
Appreciation Right" or "SAR" shall mean an Award granted under Article VI. 


        "Termination
of Service" shall mean the time when the service provider/service recipient relationship between a Participant and the Company is terminated for any reason, with or without
Cause, including,
but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding (i) termination where there is a simultaneous reemployment or continuing
employment of a Participant by the Manager or the Advisor or, in the absolute discretion of the Administrator, an Affiliate of the Manager or the Advisor, (ii) at the absolute discretion of the
Administrator, terminations which result in a temporary severance of the service provider/service recipient relationship, and (iii) at the absolute discretion of the Administrator, terminations
which are followed by the simultaneous establishment of a consulting relationship with the Participant by the Company, the Manager or the Advisor. The Administrator, in its absolute discretion, shall
determine the effect of all matters and questions relating to Termination of Service, including, but not by way of limitation, the question of whether a Termination of Service resulted from a
discharge for Cause, and all questions or whether a particular leave of absence constitutes a Termination of Service. 



        "Unit"
shall mean a unit, the value of which shall always be equal to the value of one Share. 


ARTICLE II

SHARES SUBJECT TO PLAN  


        2.1    Shares Subject to Plan.    The aggregate number of Shares which may be issued upon grant, vesting or exercise
of Awards under the Plan shall not exceed five million (5,000,000), subject to adjustment as provided herein. The Shares issuable under the Plan may be either previously authorized but unissued
shares or treasury shares. 


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        2.2    Individual Limitations.    No more than two hundred thousand (200,000) Shares may be made subject to Options or
SARs to a single individual in a single calendar year, subject to adjustment as provided herein, and no more than two hundred thousand (200,000) Share may be made subject to stock-based awards other
than Options or SARs (including Restricted Stock and Restricted Stock Units or Other Stock-Based Awards) to a single individual in a single calendar year, in either case, subject to adjustment as
provided herein. Determinations made in respect of the limitations set forth in the immediately preceding sentence shall be made in a manner consistent with Section 162(m) of the Code. 


        2.3    Expired Awards and Other Rights.    If any shares subject to an Award are forfeited, cancelled, exchanged or
surrendered or if an Award terminates or expires without a distribution of shares to the Participant, or if Shares are surrendered or withheld as payment of either the exercise price of an Award
and/or withholding taxes in respect of an Award, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, withholding, termination or
expiration, again be available for Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Award, such related Award shall be cancelled to the extent of the number of
Shares as to which the Award is exercised and, notwithstanding the foregoing, such number of Shares shall no longer be available for Awards under the Plan. 


        2.4    Adjustments to Shares, Awards.    In the event that the Administrator shall determine that any dividend or
other distribution (whether in the form of cash, Shares, or other property), recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, combination,
repurchase, or share exchange, or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of
Participants under the Plan, then the Administrator shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of Shares or
other property (including cash) that may thereafter be issued in connection with Awards, (ii) the number and kind of Shares or other property (including cash) issued or issuable in respect of
outstanding Awards, (iii) the exercise price, grant price, or purchase price relating to any Award; provided, that, with respect to Incentive
Stock Options, such adjustment shall be made in accordance with Section 424(h) of the Code; and (iv) the performance goals applicable to outstanding Awards. 


ARTICLE III

GRANTING OF AWARDS  


        3.1    Eligibility.    Any Eligible Individual selected by the Administrator pursuant to
Section 3.2(a)(i) shall be eligible to receive an Award. 


        3.2    Granting of Awards.    



        (a)   The
Administrator shall from time to time, in its absolute discretion, and subject to applicable limitations of the Plan: 



        (i)    determine
which Eligible Individuals should be granted Awards; 


        (ii)   determine
the number of Shares to be subject to such Awards; and 


        (iii)  determine
the terms and conditions of such Awards, consistent with the Plan. 




        (b)   Upon
the selection of a Participant to be granted an Award, the Administrator shall instruct the Secretary of the Company to issue the Award and may impose such
conditions on the grant of the Option as it deems appropriate. 


        (c)   Notwithstanding
Section 3.1(a) and (b), no Award shall be granted to any Participant to the extent that the grant of such Award could, at the time of grant
or afterwards, impair the Company's status as a real estate investment trust within the meaning of the Code or result in a 



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violation
of any of the stock ownership and transfer restrictions imposed under the Company's Articles of Incorporation. 



ARTICLE IV

STOCK OPTIONS  


        4.1    Option Agreement.    Each Option shall be evidenced by a written Stock Option Agreement, which shall be
executed by the Participant and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator shall determine consistent with the Plan. 


        4.2    Exercise Price.    The exercise price per Share of the Shares subject to each Option shall be set by the
Administrator; provided, however, that such exercise price shall not be less than the Fair Market Value
of a Share on the date the Option is granted. 


        4.3    Option Term.    The term of an Option shall be set by the Administrator in its absolute discretion;  provided, however, that no Option shall be granted with a term of more than five years from the later of
(i) the date of a Liquidity Event, or (ii) the date the Option is granted. The Administrator may extend the term of any outstanding Option in connection with any Termination of Service
of the Participant, or amend any other term or condition of such Option relating to such a termination. 


        4.4    Option Vesting.    



        (a)   The
period during which the right to exercise an Option in whole or in part vests in the Participant shall be set by the Administrator and the Administrator may
determine that an Option may not be exercised in whole or in part for a specified period after it is granted; provided,  however, that, unless the
Administrator otherwise provides in the terms of the Stock Option Agreement or otherwise, no Option shall be exercisable by any Participant who is then subject to Section 16 of the Exchange Act
within the period ending six months and one day after the date the Option is granted. The vesting of an Option may be made subject to the attainment of one or more performance goals. 


        (b)   No
portion of an Option which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator in
any Stock Option Agreement or by action of the Administrator following the grant of the Option. 




        4.5    Partial Exercise.    An Option may be exercised in whole or in part; however, an Option shall not be
exercisable with respect to fractional Shares and the Administrator may require that, by the terms of the Stock Option Agreement, a partial exercise be allowed only with respect to a minimum number of
Shares. 


        4.6    Manner of Exercise.    All or a portion of an Option shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company (or such other officer as identified in the applicable Stock Option Agreement) with a copy of such documents delivered concurrently to the Secretary of the
Participant's Employer: 



        (a)   a
written notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised, and such notice shall
be signed by the Participant or other person then entitled to exercise the Option or such portion of the Option; 



        (b)   such
representations and documents as the Administrator, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of
the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations; provided, the Administrator may, in its absolute
discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing
stop-transfer notices to agents and registrars; 



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        (c)   in
the event that the Option shall be exercised by any person or persons other than the Participant, as determined pursuant to Section 12.2, appropriate proof of
the right of such person or persons to exercise the Option; and 


        (d)   full
satisfaction of the exercise price for the Shares with respect to which the Option, or portion thereof, is exercised;  provided, that the in the discretion of the Administrator and subject to the terms
set forth in the applicable Award Agreement, the exercise price for
Shares subject to an Option may be paid (i) in cash or cash equivalents, (ii) by an exchange of Shares previously owned by the Participant, (iii) through a "broker cashless
exercise" procedure approved by the Administrator (to the extent permitted by law), (iv) by having Shares with an aggregate Fair Market Value on the date of exercise equal to the aggregate
exercise price withheld by the Company or (v) a combination of the above, in any case in an amount having a combined value equal to such exercise price. 



ARTICLE V

DIRECTOR OPTIONS  


        5.1    Eligibility.    Only directors of the Company who at the time a Director Option is granted under this
Article V are "non-employee directors" within the meaning of Rule 16b-3 or any similar rule which may subsequently be in effect ("Non-Employee
Directors") shall be eligible to receive a Director Option under this Article V. 


        5.2    Award of Stock Options.    



        (a)   Effective
on the later of (i) the date on which a Non-Employee Director becomes a member of the Board or (ii) the date the Plan is adopted by
the Company, or (iii) the date on which the Company closes on the sale of at least two hundred thousand (200,000) shares of its common stock pursuant to its Form S-11
Registration Statement (file no. 333-125338), then each Non-Employee Director who satisfies the conditions set forth in Section 5.1 will automatically be awarded
a Director Option to purchase ten thousand (10,000) Shares (subject to adjustment pursuant to Section 2.4) (an "Initial Option"). Effective on the date of each Annual Meeting of Stockholders of
the Company (an "Annual Meeting"), commencing with the Company's Annual Meeting in 2007, each Non-Employee Director then in office will automatically be awarded, unless otherwise
determined by the Administrator, a Director Option to purchase five thousand (5,000) Shares (subject to adjustment pursuant to Section 2.4) (a "Subsequent Option"). The Director Options are not
intended to qualify as Incentive Stock Options. 


        (b)   Notwithstanding
any other provision of the Plan, the number of Director Options to be issued pursuant to this Article V shall be reduced or eliminated to the
extent that the issuance of such Director Options would otherwise (i) enable the Independent Directors as a group to hold more than 10% of the outstanding Shares if such Director Options were
exercised; (ii) result in the Company being "closely-held" within the meaning of Section 856(h) of the Code; (iii) cause the Company to own, directly or
constructively, 10% or more of the ownership interests in a tenant of the property of the Company (or of the property of one or more partnerships in which the Company is a partner), within the meaning
of Section 856(d)(2)(B) of the Code; (iv) result in a violation of any of the stock ownership and transfer restrictions imposed under the Company's Articles of Incorporation; or
(v) cause, in the opinion of counsel to the Company, the Company to fail to qualify (or create, in the opinion of counsel to the Company, a risk that the Company would no longer qualify) as a
real estate investment trust within the meaning of the Code. To the extent that the issuance of Director Options pursuant to Section 5.2(a) would violate any of these limitations, the
number of Director Options to be issued to each of the Non-Employee Directors shall be reduced pro rata (with those Director Options not granted pursuant to this
Section 5.2(b) referred to as the "Excess Options"). To the extent that the number of Director Options issued to a Non-Employee Director is reduced in any year as a result of
the application of 



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these
limitations, the Excess Options shall be issued to the Non-Employee Director in any subsequent year in which issuance of such Excess Options, after taking into account the Director
Options to be issued to the Non-Employee Directors in such subsequent year under Section 5.2(a), would not violate the limitations imposed by this Section 5.2(b). To the
extent that the issuance of an Excess Option is delayed until a subsequent year under this Section 5.2, the Excess Option shall be treated for all purposes under the Plan as having been issued
in such subsequent year. 




        5.3    Stock Option Certificates.    The award of a Director Option shall be evidenced by a certificate executed by an
officer of the Company. 


        5.4    Option Price.    The exercise price per Share of the Shares subject to each Initial Option granted shall be
$11.00 per Share, and the exercise price per Share of the Shares subject to each Subsequent Option granted shall be set by the Administrator; provided,  however, that the exercise price per Share under each Subsequent Option shall not be less than the Fair Market Value of a Share on the date such
Subsequent Option is granted. 


        5.5    Exercise and Term of Director Options.    



        (a)   Director
Options may be exercised by the delivery of written notice of exercise and full satisfaction of the exercise price for the Shares with respect to which the
Option, or portion thereof, is exercised; provided, that the in the discretion of the Administrator and subject to the terms set forth in the applicable
Stock Option Certificate, the exercise price for Shares subject to an Option may be paid (i) in cash or cash equivalents, (ii) by an exchange of Shares previously owned by the
Participant, (iii) through a "broker cashless exercise" procedure approved by the Administrator (to the extent permitted by law), (iv) by having Shares with an aggregate Fair Market
Value on the date of exercise
equal to the aggregate exercise price withheld by the Company or (v) a combination of the above, in any case in an amount having a combined value equal to such exercise price. 



        (b)   Director
Options shall lapse on such date as shall be determined by the Administrator and set forth in the Award Agreement evidencing such Director Option;  provided, that such date shall not be later than the
tenth anniversary of the date of grant of such Director Option. Unless otherwise determined by the
Administrator and subject to such terms and conditions as are set forth in the Award Agreement evidencing such Director Option, each Non-Employee Director's Initial Option shall become
exercisable as follows: (i) 20% of the Shares on the date of grant, (ii) an additional 20% of the Shares on each anniversary following the date of grant for a period of four years
until 100% of the Shares become exercisable. In the event such Director Options have not lapsed prior thereto, a Non-Employee Director's Subsequent Options shall become fully exercisable
on the second anniversary of the date on which each such Subsequent Option was granted. 


        (c)   Director
Options shall continue to be exercisable until the such date as shall be determined by the Administrator and set forth in the Award Agreement evidencing such
Director Option; provided, that such date shall not be later than the tenth anniversary of the date of grant of such Director Option. Notwithstanding
the generality of the foregoing, Director Options shall continue to be exercisable in the case of the Non-Employee Director's death or disability for a period ending on the first
anniversary of such death or disabling event, provided that the death or disabling event occurs while the person is a Non-Employee Director and prior to his or her removal for Cause,
resignation or ceasing to be a Director of the Company for any other reason and the Director Option is otherwise exercisable on the date of the death or disabling event;  provided, however, if the Option is exercised within the first six months after it becomes
exercisable, any Shares issued pursuant to such exercise may not be sold until the six-month anniversary of the date the Option became exercisable. For purposes of this Article V, a
Non-Employee Director is removed "for Cause" for gross negligence or willful misconduct in the execution of his duties; or 



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for
conviction of, or entry of a plea of guilty or nolo contendere to, any felony or any act of fraud, embezzlement, misappropriation, or a crime
involving moral turpitude. 



ARTICLE VI

STOCK APPRECIATION RIGHTS  


        6.1    In General.    An SAR may be granted as a stand-alone Award or in tandem with an Option. An SAR
(i) granted in tandem with an Option may be granted at the time of grant of the related Option or at any time thereafter or (ii) granted in tandem with an Incentive Stock Option may only
be granted at the time of grant of the related Incentive Stock Option. A SAR granted in tandem with an Option shall be
exercisable only to the extent the underlying Option is exercisable. Payment of a SAR may be made in cash, Shares, or other property as specified in the Award Agreement or determined by the
Administrator. 


        6.2    SAR Agreement.    Each SAR shall be evidenced by a written SAR Agreement, which shall be executed by the
Participant and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator shall determine consistent with the Plan. 


        6.3    Right Conferred.    An SAR shall confer on the Participant a right to receive an amount with respect to each
Share subject thereto, upon exercise thereof, equal to the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the SAR (which in the
case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option). 


        6.4    Exercise Price.    The exercise price per share of the Shares subject to each SAR shall be set by the
Administrator; provided, however, that such exercise price shall not be less than the Fair Market Value of a Share on the date the SAR is granted. 



        6.5    SAR Term.    The term of an SAR shall be set by the Administrator in its absolute discretion;  provided, however, that no SAR shall be granted with a term of more than five years from the
later of (i) the date of a Liquidity Event, or (ii) the date the SAR is granted. The Administrator may extend the term of any outstanding SAR in connection with any Termination of
Service of the Participant, or amend any other term or condition of such SAR relating to such a termination. 


        6.6    SAR Vesting.    



        (a)   The
period during which the right to exercise an SAR in whole or in part vests in the Participant shall be set by the Administrator and the Administrator may determine
that an SAR may not be exercised in whole or in part for a specified period after it is granted; provided,  however, that, unless the Administrator
otherwise provides in the terms of the SAR Agreement or otherwise, no SAR shall be exercisable by any
Participant who is then subject to Section 16 of the Exchange Act within the period ending six months and one day after the date the SAR is granted. The vesting of an SAR may be made
subject to the attainment of one or more performance goals. 


        (b)   No
portion of an SAR which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator in
any SAR Agreement or by action of the Administrator following the grant of the SAR. 




        6.7    Partial Exercise.    An SAR may be exercised in whole or in part; however, an SAR shall not be exercisable with
respect to fractional Shares and the Administrator may require that, by the terms of the SAR Agreement, a partial exercise be allowed only with respect to a minimum number of Shares. 



        6.8    Manner of Exercise.    All or a portion of an SAR shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company (or such other officer as identified in the applicable SAR Agreement) with a copy of such documents delivered concurrently to the Secretary of the Company: 


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        (a)   a
written notice complying with the applicable rules established by the Administrator stating that the SAR, or a portion thereof, is exercised, and such notice shall be
signed by the Participant or other person then entitled to exercise the SAR or such portion of the SAR; 


        (b)   such
representations and documents as the Administrator, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of
the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations; provided, the Administrator may, in its absolute
discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing
stop-transfer notices to agents and registrars; and 


        (c)   in
the event that the SAR shall be exercised by any person or persons other than the Participant, as determined pursuant to Section 12.2, appropriate proof of the
right of such person or persons to exercise the SAR. 



ARTICLE VII

RESTRICTED STOCK  


        7.1    Restricted Stock.    The Administrator is authorized to grant Restricted Stock to Participants on the following
terms and conditions: 


        7.2    Restricted Stock Agreement.    Each Restricted Stock Award shall be evidenced by a written Restricted Stock
Agreement, which shall be executed by the Participant and an authorized officer of the Company
and which shall contain such terms and conditions as the Administrator shall determine consistent with the Plan. 



        7.3    Issuance and Restrictions.    Restricted Stock shall be subject to such restrictions on transferability and
other restrictions, if any, as the Administrator may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances, in
such installments, or otherwise, as the Administrator may determine. The Administrator may place restrictions on Restricted Stock that shall lapse, in whole or in part, only upon the attainment of
performance goals. Except to the extent restricted under the Award Agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder
including, without limitation, the right to vote Restricted Stock and the right to receive dividends thereon. 



        7.4    Forfeiture.    Upon Termination of Service during the applicable restriction period, Restricted Stock and any
accrued but unpaid dividends that are then subject to restrictions shall be forfeited; provided, that the Administrator may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event
of terminations resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Stock. 



        7.5    Certificates for Stock.    Certificates representing Restricted Stock granted under the Plan may be evidenced
in such manner as the Administrator shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, such certificates shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company shall retain physical possession of the certificate. 


        7.6    Dividends.    Dividends paid on Restricted Stock shall be either paid at the dividend payment date, or deferred
for payment to such date as determined by the Administrator, in cash or in unrestricted Shares having a Fair Market Value equal to the amount of such dividends. Shares distributed in connection with a
stock split or stock dividend, and other property distributed as a 


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dividend,
shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Shares or other property has been distributed. 


ARTICLE VIII

RESTRICTED STOCK UNITS  


        8.1    Restricted Stock Units.    The Administrator is authorized to grant Restricted Stock Units to Participants,
subject to the terms and conditions contained in the Plan and the applicable Award Agreement. 


        8.2    Restricted Stock Agreement.    Each Restricted Stock Unit Award shall be evidenced by a written Restricted
Stock Unit Agreement, which shall be executed by the Participant and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator shall determine
consistent with the Plan. 


        8.3    Award and Restrictions.    Delivery of Shares or cash, as determined by the Administrator, will occur upon
expiration of the deferral period specified for Restricted Stock Units by the Administrator. The Administrator may place restrictions on Restricted Stock Units that shall lapse, in whole or in part,
only upon the attainment of performance goals. 


        8.4    Forfeiture.    Upon Termination of Service during the applicable deferral period or portion thereof to which
forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to the delivery of Shares or cash to which such Restricted Stock Units relate, all Restricted Stock Units shall
be forfeited; provided, that the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case,
that restrictions or forfeiture conditions relating to Restricted Stock Units will be waived in whole or in part in the event of termination resulting from specified causes, and the Administrator may
in other cases waive in whole or in part the forfeiture of Restricted Stock Units. 


ARTICLE IX

OTHER AWARDS  


        9.1    Other Share-Based Awards.    The Administrator shall have the authority to grant Awards to Participants in the
form of Other Share-Based Awards, as deemed by the Administrator to be consistent with the purposes of the Plan. Each Other Share-Based Award shall be evidenced by a written Award Agreement, which
shall be executed by the Participant and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator shall determine. Awards granted pursuant to this
Article IX may be granted with value and payment contingent upon the attainment of one or more performance goals. The Administrator shall determine the terms and conditions of such Awards at
the date of grant or thereafter. 


ARTICLE X

CONDITIONS TO ISSUANCE OF SHARES.  


        10.1    Issuance.    The Company shall not be required to issue or deliver any Shares purchased upon the grant,
vesting and/or exercise of any Award, or portion thereof, prior to fulfillment of all of the following conditions: 



        (a)   the
registration of such Shares for listing on all stock exchanges on which the Shares are then listed; 


        (b)   the
completion of any registration or other qualification of such Shares under any state or federal law, or under the rulings of regulations of the Securities and
Exchange Commission or any 



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other
governmental regulatory body which the Administrator shall, in its absolute discretion, deem necessary or advisable; 


        (c)   the
obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be
necessary or advisable; 


        (d)   the
lapse of such reasonable period of time following the grant, vesting and/or exercise of the Award as the Administrator may establish from time to time for reasons of
administrative convenience; and 


        (e)   full
satisfaction of the exercise or purchase price for such Shares, plus satisfaction of any Company applicable withholding tax obligations, in either case, in
accordance with the terms of the Plan and the applicable Award Agreement. 



ARTICLE XI

ADMINISTRATION  


        11.1    Administration.    The Plan shall be administered by the Board or, if the Board so delegates its authority, by
the Compensation Committee. If the Board administers the Plan, all references herein to the "Administrator" shall be references to the Board. If the Compensation Committee is appointed to administer
the Plan, all references herein to the "Administrator" shall be references to the Compensation Committee. The Administrator shall have the authority in its absolute discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable
in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the Eligible Individuals to whom and the time or times at which Awards shall be granted;
to determine the type and number of Awards to be granted, the number of Shares to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Award; to
accelerate the vesting and/or of any Award at any time; and to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered;
to make adjustments in the terms and conditions of, and the performance goals (if any) included in, Awards; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and provisions of the Award Agreements (which need not be identical for each Participant); and to make all other determinations deemed
necessary or advisable for the administration of the Plan. 


        Notwithstanding
the foregoing, neither the Board, the Compensation Committee nor their respective delegates shall have the authority to reprice (or cancel and regrant) any Option or, if
applicable, other Award at a lower exercise, base or purchase price without first obtaining the approval of the Company's stockholders. 


        In
addition, an Award shall not be granted, become vested, be exercised or paid if, in the sole and absolute discretion of the Administrator, the grant, vesting, exercise or payment of
such Award could result in any of the following: 



        (a)   the
Participant's or any other person's ownership of Shares being in violation of any of the stock ownership and transfer restrictions imposed under the Company's
Articles of Incorporation; 


        (b)   the
Shares shall be deemed not to be transferable within the meaning of Section 856 of the Code; 


        (c)   income
to the Company or any other result that could impair the Company's status as a real estate investment trust within the meaning of the Code. 



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        11.2    Duties and Powers of Administrator.    The Administrator may appoint a chairperson and a secretary and may
make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. All determinations of the Administrator shall be made by a majority
of its members either present in person or participating by conference telephone at a meeting or by written consent. The Administrator may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Administrator or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with
respect to any responsibility the Administrator or such person may have under the Plan. All decisions, determinations and interpretations of the Administrator shall be final and binding on all
persons, including but not limited to the Company, any Parent or Subsidiary of the Company or any Participant (or any person claiming any rights under the Plan from or through any Participant) and any
stockholder. 


        11.3    Professional Assistance; Good Faith Actions.    The Administrator may employ attorneys, consultants,
accountants, appraisers, brokers, or other persons. The Administrator, the Company and the Company's officers shall be entitled to rely upon the advice, opinions or valuations of any such persons. All
actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company, stockholders and all other interested
persons. No members of the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan and all members of the Administrator and
shall be fully protected by the Company in respect of any such action, determination or interpretation. 


        11.4    Delegation of Authority to Grant Awards.    The Administrator may, but need not, delegate from time to time to
a committee consisting of one or more of the Company's officers authority to grant Awards under the Plan to Eligible Individuals; provided,  however, that
each such Eligible Individual must be an individual other than an "officer," "director" or "beneficial owner of more than ten per cent of
any class of any equity security" of the Company within the meaning of each such term as it is used under Section 16(b) of the Exchange Act. Any delegation hereunder shall be subject to
the restrictions and limits that the Administrator specifies at the time of such delegation of authority and may be rescinded at any time by the Administrator. At all times, any subcommittee appointed
under this Section 11.4 shall serve in such capacity at the pleasure of the Administrator. 


ARTICLE XII

MISCELLANEOUS PROVISIONS  


        12.1    Rights as Stockholders.    Except as determined by the Administrator and set forth in an Award Agreement, the
holders of Awards shall not be, nor have any of the rights or privileges of, stockholders of the Company in respect of any Shares subject to an Award unless and until such Shares have been issued by
the Company to such holders. 


        12.2    Not Transferable.    Awards granted under the Plan may not be sold, pledged, assigned, or transferred in any
manner other than by will or applicable laws of descent and distribution. No Award holder shall be liable for the debts, contracts or engagements of the Participant or his or her
successors-in-interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof
shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 


        During
the lifetime of the Participant, only he or she may exercise an Option or SAR (or any portion thereof) granted to him or her under the Plan. After the death of the Participant,
any exercisable portion of the Option or SAR may, prior to the time when such portion becomes 


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unexercisable
under the Plan or the applicable Award Agreement, be exercised by his or her personal representative or by any person empowered to do so under the deceased Participant's will or under
the then applicable laws of descent and distribution. 


        12.3    No Right to Employment or Other Service Relationship.    Nothing in the Plan or in any Award Agreement
hereunder shall (i) confer upon any Participant any right to (a) continue in the employ of his or her Employer or to provide services to the Company, or (b) receive any severance
pay from the Company or his or her Employer, or (ii) interfere with or restrict in any way the rights of the Company or his or her Employer, which are hereby expressly reserved, to terminate
the services of any Participant at any time for any reason whatsoever, with or without Cause. 


        12.4    Term of Plan.    Unless earlier terminated by the Board, the Plan shall automatically expire and terminate on
the tenth anniversary of the date on which it was adopted by the Company. The expiration or other termination of the Plan shall have no adverse affect on any Awards that are outstanding on the date of
such expiration or other termination. 


        12.5    Amendment, Suspension or Termination of the Plan.    The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the Board; provided, however, that
unless otherwise determined by the Board, an amendment that requires stockholder approval in order for the Plan to continue to comply with applicable law, regulation or stock exchange requirement
shall not be effective unless approved by the requisite vote of stockholders. Notwithstanding the foregoing, no amendment, suspension or termination of the Plan shall, without the consent of the
holder of an Award, alter or impair any rights or obligations under such Award theretofore granted or awarded unless the Award Agreement itself otherwise expressly so provides, and no amendment shall
be made that could jeopardize the status of the Company as a real estate investment trust under the Code. No Awards may be granted or awarded during any period of suspension or after termination of
the Plan. 


        12.6    Change in Control and Other Corporate Events.    



        (a)   Subject
to Section 12.6(b), in the event of any Change in Control or other transaction or event described in Section 2.4 or any unusual or nonrecurring
transactions or events affecting the Company, any Affiliate of the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting
principles, the Administrator is hereby authorized to any action with respect to Awards at such time and on such terms and conditions as the Administrator determines in its absolute direction to be
desirable, which action(s) may include, without limitation: 



        (i)    a
determination that the Company shall pay to the holder of any Award, in consideration for the cancellation of such Award, an amount of cash equal to the amount that
could have been attained upon the vesting or exercise of such Award had such Award been currently exercisable or payable or fully vested, as applicable, or the replacement of such Award with other
rights or property selected by the Administrator; 


        (ii)   a
determination that Awards cannot vest, be exercised or become payable after such event; 


        (iii)  a
determination that all or some Awards shall become immediately vested and/or exercisable either prior to or as of such event, or that for a specified period of time
prior to transaction or event, an Option or SAR shall be exercisable as to all Shares covered thereby; 


        (iv)  a
determination that upon such event, such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by
similar awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of Shares or other property and
prices which are the subject of such Award; or 




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        (v)   a
determination to make adjustments to Awards consistent with Section 2.4. 




        (b)   With
respect to Awards, no adjustment or action described in this Section 12.6 or in any other provision of the Plan shall be authorized to the extent that such
adjustment or action would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 unless the
Administrator determines that the Award is not to comply with
such exemptive conditions. The number of Shares subject to any Option shall always be rounded to the next whole number. 




        12.7    Approval of Plan by Stockholders.    This Plan will be submitted for the approval of the Company's
stockholders following the Board's initial adoption of the Plan. Awards may be granted prior to such stockholder approval, provided, that no Award shall
become vested or exercisable prior to the time when the Plan is approved by the stockholders and, provided further, that, if such approval has not been
obtained within 12 months following the date of adoption of the Plan, all Awards previously granted under the Plan shall thereupon be cancelled and shall automatically become null and void. 


        12.8    Tax Withholding.    The Company shall be entitled to require of each Participant satisfaction of the Company's
withholding obligations under federal, state or local tax law with respect to the issuance, vesting, exercise or payment of any Award, and the Company may defer such issuance, vesting, exercise or
payment unless indemnified to its satisfaction. The Administrator shall provide in the applicable Award Agreement the acceptable methods of satisfying such withholding obligations, which shall
include: (i) deducting such amounts from other compensation otherwise payable to the Participant; (ii) having Shares otherwise issuable hereunder withheld, the Fair Market Value of which
is sufficient to satisfy the Participant's minimum estimated tax obligations associated with the transaction; (iii) tendering back to the Company previously acquired Shares or (iv) a
combination of the foregoing. 


        12.9    Forfeiture Provisions.    Pursuant to its general authority to determine the terms and conditions applicable
to Awards granted under the Plan, the Administrator shall have the right to provide, in the terms of an Award Agreement, or by separate written instrument, that (i) any proceeds, gains or other
economic benefit actually or constructively received by an Participant upon the receipt or exercise of the Option, or upon the receipt or resale of any Shares underlying such Award, must be paid to
the Company, and (ii) the Award shall terminate and any outstanding portion of such Award (whether or not vested) shall be forfeited, if (a) a Termination of Service occurs prior to a
specified date, or within a specified time period following receipt or exercise of the Award, or (b) the Participant, at any time, or during a specified time period, engages in any activity in
competition with his or her Employer or the Company, or which is inimical, contrary or harmful to the interests of his or her Employer or the Company, as may be further defined from time to time by
the Administrator. 


        12.10    Limitations Applicable to Section 16.    Notwithstanding any other provision of the Plan, the Plan,
and any Award granted to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent permitted by applicable
law, the Plan shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 


        12.11    Effect of Plan Upon Other Equity and Compensation Plans.    The adoption of the Plan shall not affect any
other equity- or cash-based compensation or incentive plans in effect for the Company from time to time. Nothing in the Plan shall be construed to limit the right of the Company
(i) to establish any other forms of incentives or compensation for employees of the Company, the Manager or the Advisor, or (ii) to grant or assume options or other rights or awards
otherwise than under the Plan in connection with any proper corporate purpose including, but not by way of limitation, the grant or assumption of options in connection with the acquisition by
purchase, lease, merger, consolidation or otherwise of the business, stock or assets of any corporation, partnership, limited liability company, firm or association. 


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        12.12    Section 83(b) Election Prohibited.    No Participant may make an election under
Section 83(b) of the Code with respect to any Award granted under the Plan without the Company's consent. 


        12.13    Compliance with Laws.    This Plan, the granting and vesting of Awards under the Plan, the issuance and
delivery of Shares, and the payment of money or other consideration allowable under the Plan or under Awards granted hereunder are subject to compliance with all applicable federal and state laws,
rules and regulations (including, but not limited to, state and federal securities laws and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as
may, in the opinion of counsel for the Board, the Compensation Committee or the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to
such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Board, the Compensation Committee or
the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations. 


        12.14    Titles.    Titles are provided herein for convenience only and are not to serve as a basis for interpretation
or construction of the Plan. 


        12.15    Governing Law.    This Plan and any agreements hereunder shall be administered, interpreted and enforced
under the internal laws of the State of Colorado without regard to conflicts of laws provisions thereof. 


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