EXHIBIT 10.1



 Exhibit 10.1 
  
 HIGHLAND HOSPITALITY CORPORATION 
  
 2003 OMNIBUS STOCK INCENTIVE PLAN 
  
 1.    PURPOSE 
  
 The Highland Hospitality Corporation 2003 Omnibus Stock Incentive Plan is intended to promote the best interests of Highland Hospitality Corporation and
its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons to contribute to the growth and success of the
Corporation’s businesses by affording such persons equity participation in the Corporation and (iii) associating the interests of such persons with those of the Corporation and its affiliates and stockholders. 
  
 2.    DEFINITIONS 
  
 As used in the Plan the following definitions shall apply: 
  
 “Affiliate” means any Subsidiary, any Parent, any entity
(including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the
Corporation or one of its Affiliates, and any other entity in which the Corporation or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee. 
  
 “Award” means any Option, Stock Award, Performance Unit or
Performance Share granted hereunder. 
  
 “Board”
means the Board of Directors of the Corporation. 
  
 “Cause” means in the case where the Participant does not have an employment, consulting or similar agreement in effect with the Corporation or its Affiliate or where there is such an agreement but it does not define
“cause” (or words of like import), conduct related to the Participant’s service to the Corporation or an Affiliate for which either criminal or civil penalties against the Participant may be sought, misconduct, insubordination,
material violation of the Corporation’ or its Affiliate’s policies, disclosing or misusing any confidential information or material concerning the Corporation or any Affiliate or material breach of any employment, consulting agreement or
similar agreement, or in the case where the Participant has an employment agreement, consulting agreement or similar agreement that defines a termination for “cause” (or words of like import), “cause” as defined in such
agreement; provided, however, that with regard to any agreement that defines “cause” on occurrence of or in connection with change of control, such definition of “cause” shall not apply until a change of control actually occurs
and then only with regard to a termination thereafter. 







 “Code” means the Internal Revenue Code of 1986, and any amendments thereto. 

 
 “Committee” means the Compensation Policy Committee of
the Board acting as administrator of the Plan pursuant to Section 3 hereof. The Committee shall consist solely of three (3) or more Directors who are (i) Non-Employee Directors (within the meaning of Rule 16b-3 under the Exchange Act) for purposes
of exercising administrative authority with respect to Awards granted to Eligible Persons who are subject to Section 16 of the Exchange Act; (ii) to the extent required by the rules of the New York Stock Exchange, “independent” within the
meaning of such rules; and (iii) at such times as an Award under the Plan by the Corporation is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Awards and
administration of the Awards by a committee of “outside directors” is required to receive such relief) “outside directors” within the meaning of Section 162(m) of the Code. Notwithstanding the preceding designation of the
Compensation Policy Committee and the qualifications for membership on the Committee, prior to the date that the Corporation has a class of equity securities registered under the Exchange Act, the “Committee” means the Board. 

 
 “Common Stock” means the common stock, $0.01 par value,
of the Corporation. 
  
 “Consultant” means any
person, other than an employee, performing consulting or advisory services for the Corporation or any Affiliate, or a director of an Affiliate. 
  
 “Continuous Service” means that the Participant’s service with the Corporation or an Affiliate, whether as an employee, Director or
Consultant, is not interrupted or terminated. A Participant’s Continuous Service shall not be deemed to have been interrupted or terminated merely because of a change in the capacity in which the Participant renders service to the Corporation
or an Affiliate as an employee, Consultant or Director or a change in the entity for which the Participant renders such service. The Participant’s Continuous Service shall be deemed to have terminated either upon an actual termination or upon
the entity for which the Participant is performing services ceasing to be an Affiliate of the Corporation. The Committee shall determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by the
Corporation, including sick leave, military leave or any other personal leave. 
  
 “Corporation” means Highland Hospitality Corporation, a Maryland corporation. 
  
 “Corporation Law” means the general corporation law of the jurisdiction of incorporation of the Corporation. 
  
 “Deferral Period” means the period of time during which
Deferred Shares are subject to deferral limitations under Section 7.C of the Plan. 
  
 “Deferred Shares” means the an award pursuant to Section 7.C of the Plan of the right to receive shares of Common Stock at the end of a specified Deferral Period. 
  

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 “Director” means a member of the Board. 
  
 “Disability” means that a Participant covered by a
Corporation- or Affiliate-funded long term disability insurance program has incurred a total disability under such insurance program and a Participant not covered by such an insurance program has suffered a permanent and total disability within the
meaning of Section 22(e)(3) of the Code or any successor statute thereto. 
  
 “Eligible Person” means an employee of the Corporation or an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan), a Director or a Consultant to the Corporation or
an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) . 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Fair Market Value” means, on any given date, the current fair market value of the shares of Common Stock as determined as follows:

  
 (i) If the Common Stock is traded on New York Stock Exchange
or is listed on a national securities exchange, the closing price for the day of determination as quoted on such market or exchange which is the primary market or exchange for trading of the Common Stock or if no trading occurs on such date, the
last day on which trading occurred, or such other appropriate date as determined by the Committee in its discretion, as reported in The Wall Street Journal or such other source as the Committee deems reliable; 
  
 (ii) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and the low asked prices for the Common Stock for the day of determination; or 
  
 (iii) In the absence of an established market for the Common Stock, Fair Market Value shall be determined by the Committee
in good faith. 
  
 “Incentive Stock Option” means
an Option (or portion thereof) intended to qualify for special tax treatment under Section 422 of the Code. 
  
 “Nonqualified Stock Option” means an Option (or portion thereof) which is not intended or does not for any reason qualify as an Incentive
Stock Option. 
  
 “Option” means any option to
purchase shares of Common Stock granted under the Plan. 
  
 “Parent” means any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation if each of the corporations (other than the Corporation) owns stock possessing at least fifty
percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  

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 “Participant” means an Eligible Person who is selected by the Committee to receive an
Option or Stock Award and is party to any Stock Option Agreement or Stock Award Agreement required by the terms of such Option or Stock Award. 
  
 “Performance Agreement” means an agreement described in Section 8.I of the Plan. 
  
 “Performance Objectives” means the performance objectives
established pursuant to the Plan for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Committee, Deferred Shares or Restricted Stock Awards. Performance Objectives may be described in
terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant or the Affiliate, subsidiary, division, department or function within the Corporation or Affiliate in which the Participant is
employed or has responsibility. Any Performance Objectives applicable to Awards to the extent that such and Award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code shall be limited to specified
levels of or increases in the Corporation’s or a business unit’s return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, economic value added, earnings before interest and taxes, earnings
before interest, taxes, depreciation and amortization, sales growth, gross margin return on investment, increase in the Fair Market Value of the shares, share price (including but not limited to growth measures and total shareholder return), net
operating profit, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investments (which equals net cash flow divided by total capital), internal rate of return, increase in net present value or
expense targets. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Corporation (including an event described in Section 9.B.), or the manner in which it conducts is business, or
other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and
equitable provided, however, that no such modification shall be made to an Award intended to qualify as performance-based compensation under Section 162(m) of the Code unless the Committee determines that such modification will not result in loss of
such qualification or the Committee determines that loss of such qualification is in the best interests of the Corporation. 
  
 “Performance Period” means a period of time established under Section 8 of the Plan within which the Performance Objectives relating to a
Performance Share, Performance Unit, Deferred Share or Restricted Stock Award are to be achieved. 
  
 “Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to Section 8 of
the Plan. 
  
 “Performance Unit” means a
bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 8 of the Plan. 
  
 “Plan” means this Highland Hospitality Corporation 2003 Omnibus Stock Incentive Plan. 
  

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 “Restricted Stock Award” means an award of Common Stock under Section 7.A. 

 
 “Securities Act” means the Securities Act of 1933 as
amended. 
  
 “Stock Award” means a Restricted
Stock Award, award of Deferred Shares or award of Stock Appreciation Rights. 
  
 “Stock Appreciation Right” means an award of a right of the Participant to receive a payment in accordance with the provisions of Section 7.B. 
  
 “Stock Award Agreement” means an agreement (written or
electronic) between the Corporation and a Participant setting forth the specific terms and conditions of a Stock Award granted to the Participant under Section 7. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan
and shall include such terms and conditions as the Committee shall authorize. 
  
 “Stock Option Agreement” means an agreement (written or electronic) between the Corporation and a Participant setting forth the specific terms and conditions of an Option granted to the Participant.
Each Stock Option Agreement shall be subject to the terms and conditions of the Plan and shall include such terms and conditions as the Committee shall authorize. 
  
 “Subsidiary” means any corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other
corporations in such chain. 
  
 “Ten Percent
Owner” means any Eligible Person owning at the time an Option is granted more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of a Parent or Subsidiary. An individual shall, in
accordance with Section 424(d) of the Code, be considered to own any voting stock owned (directly or indirectly) by or for his brothers, sisters, spouse, ancestors and lineal descendants and any voting stock owned (directly or indirectly) by or for
a corporation, partnership, estate, trust or other entity shall be considered as being owned proportionately by or for its stockholders, partners or beneficiaries. 
  
 3.    ADMINISTRATION 
  
 A.    Administration. The Committee shall serve as the administrator of the Plan. If permitted by
the Corporation Law, and not prohibited by the charter or the bylaws of the Corporation, the Committee may delegate a portion of its authority to administer the Plan to an officer or officers of Corporation designated by the Committee. 

 
 B.    Powers of the Committee. Subject to the
provisions of the Plan, and subject at all times to the terms and conditions of the delegation of authority from the Board, the Committee shall have the authority to implement, interpret and administer the Plan. Such authority shall include, without
limitation, the authority: 
  

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 (i)    To construe and interpret all provisions of the Plan and all Stock Option
Agreements, Performance Award Agreements and Stock Award Agreements under the Plan. 
  
 (ii)    To determine the Fair Market Value of Common Stock. 
  
 (iii)    To select the Eligible Persons to whom Awards, are granted from time-to-time hereunder. 
  
 (iv)    To determine the number of shares of Common Stock
covered by an Option or Stock Award; determine whether an Option shall be an Incentive Stock Option or Nonqualified Stock Option; and determine such other terms and conditions, not inconsistent with the terms of the Plan, of each Award. Such terms
and conditions include, but are not limited to, the exercise price of an Option, purchase price of Common Stock subject to a Stock Award, the time or times when Options or Stock Awards may be exercised or Common Stock issued thereunder, the right of
the Corporation to repurchase Common Stock issued pursuant to the exercise of an Option or a Stock Award and other restrictions or limitations (in addition to those contained in the Plan) on the forfeitability or transferability of Options, Stock
Awards or Common Stock issued pursuant to Awards. Such terms may include conditions as shall be determined by the Committee and need not be uniform with respect to Participants. 
  
 (v)    To amend, cancel, extend, renew, accept the surrender of, modify or accelerate the vesting of or
lapse of restrictions on all or any portion of an outstanding Option or Stock Award; and to determine the time at which a Stock Award or Common Stock issued under the Plan may become transferable or nonforfeitable. 
  
 (vi)    To prescribe the form of Stock Option Agreements,
Performance Award Agreements and Stock Award Agreements; to adopt policies and procedures for the exercise of Options or Stock Awards, including the satisfaction of withholding obligations; to adopt, amend, and rescind policies and procedures
pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of the Plan. 
  
 Any decision made, or action taken, by the Committee or in connection with the administration of the Plan shall be final, conclusive and binding on all persons having an
interest in the Plan. 
  
 4.    ELIGIBILITY 
  
 A.    Eligibility for Awards. Incentive Stock Options may be granted only to employees of the Corporation or a Parent or Subsidiary. Other Awards may be granted to any Eligible Person selected by the Committee.

  
 B.    Substitution Awards. The
Committee may make Stock Awards and may grant Options under the Plan by assumption, substitution or replacement of performance shares, 
  

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 phantom shares, stock awards, stock options, stock appreciation rights or similar awards granted by another entity
(including an Affiliate), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Corporation (and/or its Affiliate) and such other
entity (and/or its affiliate). Notwithstanding any provision of the Plan (other than the maximum number of shares of Common Stock that may be issued under the Plan), the terms of such assumed, substituted or replaced Stock Awards or Options shall be
as the Committee, in its discretion, determines is appropriate. 
  
 5.    COMMON STOCK SUBJECT TO PLAN 
  
 A.    Share Reserve and Limitations on Grants. Subject to adjustment as provided in Section 9, the maximum aggregate number of
shares of Common Stock that may be (i) issued under the Plan pursuant to the exercise of Options, (ii) issued pursuant to Restricted Stock Awards, Deferred Shares or Performance Shares, and (iii) covered by Stock Appreciation Rights is [1,527,000]
shares of Common Stock, which amount shall, if the underwriters for the initial registered public offering of the Corporation’s Common Stock exercise their over-allotment option to purchase additional shares of Common Stock pursuant to their
underwriting agreement, be increased 45 days following the consummation of the initial registered public offering of the Corporation’s Common Stock by the lesser of (x) five percent (5%) of the number of shares of Common Stock issued by the
Corporation pursuant to exercise of the underwriter’s over-allotment option with respect to such public offering or (y) 187,500 shares. No Participant may receive Awards representing more than 500,000 shares in any one calendar year. In
addition, the maximum number of Performance Units that may be granted to a Participant in any one calendar year is 750,000 for each full or fractional year included in the Performance Period for the grant of Performance Units during such calendar
year. This limitation shall be applied as of any date by taking into account the number of shares available to be made the subject of new Awards as of such date, plus the number of shares previously issued under the Plan and the number of share
subject to outstanding Awards as of such date. 
  
 B.    Reversion of Shares. If an Option or Stock Award is terminated, expires or becomes unexercisable, in whole or in part, for any reason, the unissued or unpurchased shares of Common Stock (or shares subject to
an unexercised Stock Appreciation Right) which were subject thereto shall become available for future grant under the Plan. Shares of Common Stock that have been actually issued under the Plan shall not be returned to the share reserve for future
grants under the Plan; except that shares of Common Stock issued pursuant to a Stock Award which are repurchased or reacquired by the Corporation at the original purchase price of such shares (including, in the case shares forfeited back to the
Corporation, no purchase price), shall be returned to the share reserve for future grant under the Plan. For avoidance of doubt, this Section 5B shall not apply to any per Participant limit set forth in Section 5A. 
  
 C.    Source of Shares. Common Stock issued under
the Plan may be shares of authorized and unissued Common Stock or shares of previously issued Common Stock that have been reacquired by the Corporation. 
  

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 6.    OPTIONS 
  
 A.    Award. In accordance with the provisions of
Section 4, the Committee will designate each Eligible Person to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such Option. The Stock Option Agreement shall specify whether the Option is an Incentive
Stock Option or Nonqualified Stock Option, the vesting schedule applicable to such Option and any other terms of such Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock
Option. 
  
 B.    Exercise Price. The
exercise price per share for Common Stock subject to an Option shall be determined by the Committee, but shall comply with the following: 
  
 (i)    The exercise price per share for Common Stock subject to a Nonqualified Stock Option shall be not less than one hundred percent
(100%) of the Fair Market Value on the date of grant. 
  
 (ii)    The exercise price per share for Common Stock subject to an Incentive Stock Option: 
  

	 	•	 	granted to a Participant who is deemed to be a Ten Percent Owner on the date such option is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value
on the date of grant. 

  

	 	•	 	granted to any other Participant, shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant. 

  
 C.    Maximum Option Period. The maximum period
during which an Option may be exercised shall be determined by the Committee on the date of grant, except that no Option shall be exercisable after the expiration of ten years from the date such Option was granted. In the case of an Incentive Stock
Option that is granted to a Participant who is or is deemed to be a Ten Percent Owner on the date of grant, such Option shall not be exercisable after the expiration of five years from the date of grant. The terms of any Option may provide that it
is exercisable for a period less than such maximum period. 
  
 D.    Maximum Value of Options which are Incentive Stock Options. To the extent that the aggregate Fair Market Value of the Common Stock with respect to which Incentive Stock Options granted to any person are
exercisable for the first time during any calendar year (under all stock option plans of the Corporation or any of its Subsidiaries or Parent) exceeds $100,000 (or such other amount provided in Section 422 of the Code), the Options are not Incentive
Stock Options. For purposes of this section, the Fair Market Value of the Common Stock will be determined as of the time the Incentive Stock Option with respect to the Common Stock is granted. This section will be applied by taking Incentive Stock
Options into account in the order in which they are granted. 
  

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 E.    Nontransferability. Options granted under the Plan which are intended to
be Incentive Stock Options shall be nontransferable except by will or by the laws of descent and distribution and during the lifetime of the Participant shall be exercisable by only the Participant to whom the Incentive Stock Option is granted. If
the Stock Option Agreement so provides or the Committee so approves, a Nonqualified Stock Option may be transferred by a Participant through a gift or domestic relations order to the Participant’s family members to the extent in compliance with
applicable securities registration rules. The holder of a Nonqualified Stock Option transferred pursuant to this section shall be bound by the same terms and conditions that governed the Option during the period that it was held by the Participant;
provided that unless the Committee approves a subsequent transfer, such Option shall be nontransferable by the initial transferee of such Option except by will or by the laws of descent and distribution. Except to the extent transferability of a
Nonqualified Stock Option is provided for in the Stock Option Agreement or is approved by the Committee, during the lifetime of the Participant to whom the Nonqualified Stock Option is granted, such Option may be exercised only by the Participant.
No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant. 
  
 F.    Vesting and Termination of Continuous Service. Except as provided in a Stock Option Agreement, the following rules shall
apply: 
  
 (i)    Options will vest as
provided in the Stock Option Agreement. An Option will be exercisable only to the extent that it is vested on the date of exercise. Vesting of an Option will cease on the date of the Participant’s termination of Continuous Service and the
Option will be exercisable only to the extent the Option is vested on the date of termination of Continuous Service. 
  
 (ii)    If the Participant’s termination of Continuous Service is for reason of death or Disability, the right to exercise the
Option (to the extent vested) will expire on the earlier of (a) one (1) year after the date of the Participant’s termination of Continuous Service, or (b) the expiration date under the terms of the Stock Option Agreement. Until the expiration
date, the Participant or, in the event of the Participant’s death (including death after termination of Continuous Service but before the right to exercise the Option expires) Participant’s heirs, legatees or legal representative may
exercise the Option, except to the extent the Option was previously transferred pursuant to Section 6.E. 
  
 (iii)    If the Participant’s termination of Continuous Service is an involuntary termination without Cause or a voluntary
termination (other than a voluntary termination described in Section 6.F(iv)), the right to exercise the Option (to the extent that it is vested) will expire on the earlier of (a) three months (3) after the date of the Participant’s termination
of Continuous Service, or (b) the expiration date under the terms of the Stock Option Agreement. If the Participant’s termination of Continuous Service is an involuntary termination without Cause or a voluntary termination (other than a
voluntary termination described in Section 6.F(iv)) and the Participant dies after his or her termination of Continuous Service but before the right to exercise the Option has expired, the right to exercise the Option (to the extent vested) shall
expire on the earlier of (c) one 
  

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 (1) year after the date of the Participant’s termination of Continuous Service or (d) the date the
Option expires under the terms of the Stock Option Agreement, and, until expiration, the Participant’s heirs, legatees or legal representative may exercise the Option, except to the extent the Option was previously transferred pursuant to
Section 6.E. 
  
 (iv)    If the
Participant’s termination of Continuous Service is for Cause or is a voluntary termination at any time after an event which would be grounds for termination of the Participant’s Continuous Service for Cause, the right to exercise the
Option shall expire as of the date of the Participant’s termination of Continuous Service. 
  
 G.    Exercise. An Option, if exercisable, shall be exercised by completion, execution and delivery of notice (written or
electronic) to Corporation of the Option which states (i) the Option holder’s intent to exercise the Option, (ii) the number of shares of Common Stock with respect to which the Option is being exercised, (iii) such other representations and
agreements as may be required by the Corporation and (iv) the method for satisfying any applicable tax withholding as provided in Section 10. Such notice of exercise shall be provided on such form or by such method as the Committee may designate,
and payment of the exercise price shall be made in accordance with Section 6.H. Subject to the provisions of the Plan and the applicable Stock Option Agreement, an Option may be exercised to the extent vested in whole at any time or in part from
time to time at such times and in compliance with such requirements as the Committee shall determine. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with the Plan and the applicable
Stock Option Agreement with respect to the remaining shares subject to the Option. An Option may not be exercised with respect to fractional shares of Common Stock. 
  

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 H.    Payment. 
  
 (i)    Unless otherwise provided by the Stock Option Agreement, payment of the exercise
price for an Option shall be made in cash or a cash equivalent acceptable to the Committee. With the consent of and in accordance with such conditions as required by the Committee, payment of all or part of the exercise price of an Option may also
be made (a) by surrendering shares of Common Stock to the Corporation, or (b) if the Common Stock is traded on an established securities market, the Committee may approve payment of the exercise price by a broker-dealer or by the Option holder with
cash advanced by the broker-dealer if the exercise notice is accompanied by the Option holder’s written irrevocable instructions to deliver the Common Stock acquired upon exercise of the Option to the broker-dealer. 
  
 (ii)    If Common Stock is used to pay
all or part of the exercise price, the sum of the cash or cash equivalent and the Fair Market Value (determined as of the date of exercise) of the shares surrendered must not be less than the exercise price of the shares for which the Option is
being exercised. 
  
 (iii)    On or after the date any Option other than an Incentive Stock Option is granted, the Committee may determine that payment of the exercise price may also be made in whole or part in the form of Restricted Stock
or other Common Stock that is subject to a risk of forfeiture or restrictions on transfer. Unless otherwise determined by the Committee, whenever the exercise price is paid in whole or in part in accordance with this Section 6.H(iii), the Stock
received by the Participant upon such exercise shall be subject to the same risks of forfeiture or restrictions on transfer as those that applied to the consideration surrendered by the Participant, provided that such risks of forfeiture and
restrictions on transfer shall apply only to the same number of shares received by the Participant as applied to the forfeitable or restricted shares surrendered by the Participant. 
  
 (iv)    On or after the date any Option is granted, the Committee may provide for the
automatic grant to the Participant of a reload Option in the event that the Participant surrenders shares in satisfaction of the exercise price upon the exercise of an Option as authorized under this Section 6.H. Each reload Option shall pertain to
a number of shares equal to the number of shares utilized by the Participant to exercise the original Option, shall have an exercise price equal to Fair Market Value on the date that the reload Option is granted and shall expire on the stated
exercise date of the original Option. 
  
 I.    No Repricing of Options.  The Committee may not without the approval of the stockholders of the Corporation lower the exercise price of an outstanding Option, whether by amending the exercise price
of the outstanding Option or through cancellation of the outstanding Option and reissuance of a replacement or substitute Option; provided that stockholder approval shall not be required for adjustments made in connection with a capitalization event
described in Section 9.B. in order to prevent enlargement, dilution or diminishment of rights. 
  

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 J.    Stockholder Rights. No Participant shall have any rights as a
stockholder with respect to shares subject to an Option until the date of exercise of such Option and the certificate for shares of Common Stock to be received on exercise of such Option has been issued by the Corporation. 
  
 K.    Disposition. A Participant shall notify the
Corporation of any sale or other disposition of Common Stock acquired pursuant to an Incentive Stock Option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the issuance of the Common Stock
to the Participant. Such notice shall be in writing and directed to the Secretary of the Corporation. 
  
 7.    STOCK AWARDS 
  
 A.    Restricted Stock Awards. Each Stock Award Agreement for a Restricted Stock Award shall be
in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The terms and conditions of the Stock Award Agreements for Restricted Stock Awards may change from time to time, and the terms and conditions of
separate Restricted Stock Awards need not be identical, but each Restricted Stock Award shall include (through incorporation of the provisions hereof by references in the agreement or otherwise) the substance of each of the following provisions.

  
 (i)    Purchase
Price. The Committee may establish a purchase price for Common Stock subject to a Restricted Stock Award. 
  
 (ii)    Consideration. The purchase price, if any, of Common Stock acquired pursuant to the Restricted Stock
Award shall be paid either: (a) in cash at the time of purchase, or(b) in any other form of legal consideration that may be acceptable to the Committee in its discretion. 
  
 (iii)    Vesting. Shares of Common Stock acquired under a Restricted Stock Award
may, but need not, be subject to a share repurchase option in favor of the Corporation in accordance with a vesting schedule to be determined by the Committee. Any grant or the vesting thereon may be further conditioned upon the attainment of
Performance Objectives established by the Committee in accordance with the applicable provisions of Section 8 of the Plan regarding Performance Shares and Performance Units. 
  
 (iv)    Participant’s Termination of Service or Failure of Vesting. In the
event of a Participant’s termination of Continuous Service before vesting or other failure of the Common Stock to vest, then, unless otherwise provided in the Stock Award Agreement, the Participant shall forfeit shares of Common Stock held by a
Participant under the terms of a Restricted Stock Award which have not vested and for which no purchase price was paid by the Participant and the Corporation may repurchase or otherwise reacquire (including by way of forfeiture by the Participant)
any or all of the shares of Common Stock held by the Participant which have not vested under the terms of the Stock Award 
  

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Agreement for such Restricted Stock Award and for which a purchase price was paid by the Participant at such purchase price. 
  
 (v)    Transferability. Rights to
acquire shares of Common Stock under a Restricted Stock Award shall be transferable by the Participant only upon such terms and conditions as are set forth in the Stock Award Agreement for such Restricted Stock Award, as the Committee shall
determine in its discretion, so long as Common Stock granted under the Restricted Stock Award remains subject to the terms of the Stock Award Agreement. 
  
 (vi)    Additional Rights. Any grant may require that any or all dividends or other distributions paid on the
shares acquired under a Restricted Stock Award during the period of such restrictions be automatically sequestered and reinvested on an immediate or deferred basis in additional shares of Common Stock which may be subject to the same restrictions as
the underlying Award or such other restrictions as the Committee shall determine. Unless provided otherwise in the Stock Award Agreement, Participants holding shares of Common Stock subject to restrictions under a Stock Award Agreement may exercise
full voting rights with respect to the shares. 
  
 B.    Stock Appreciation Rights. Each Stock Award Agreement for Stock Appreciation Rights shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The terms and
conditions of Stock Appreciation Rights may change from time to time, and the terms and conditions of separate Stock Appreciation Rights need not be identical, but each Stock Appreciation Right shall include (through incorporation of the provisions
hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 
  
 (i)    Benefit Provided. Each Stock Appreciation Right shall provide the Participant with the right to receive
payment in cash or shares of Common Stock having a Fair Market Value, as designated in the Stock Award Agreement for such Stock Appreciation Rights, of an amount equal to the difference between the base amount provided for each share of Common Stock
as described in the Stock Award Agreement and the Fair Market Value of the Common Stock on the date of exercise of such Stock Appreciation Right or a percentage thereof (not to exceed 100%). 
  
 (ii)    Tandem Awards. Stock
Appreciation Rights may be granted either alone or a tandem with other awards, including Options, under the Plan; provided, however, if the Stock Appreciation Rights are granted in tandem with another Option, the base amount provided for each share
of Common Stock in the applicable Stock Award Agreement shall be equal to the exercise price per share provided for in the Option. 
  
 (iii)    Vesting. The Stock Award Agreement for a Stock Appreciation Right shall provide the vesting schedule
applicable to such award and may, but need not, provide that shares of Common Stock acquired upon exercising a Stock Appreciation Right are subject to a repurchase option in favor of the Corporation. 
  
  

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 (iv)    Participant’s Termination of Service or Failure of
Vesting. In the event of a Participant’s termination of Continuous Service or other failure of the Stock Appreciation Right or Common Stock to vest the Participant shall forfeit such unvested Stock Appreciation Rights, and the Corporation,
if so provided in the Stock Award Agreement, may repurchase or otherwise reacquire (including by way of forfeiture by the Participant) any or all of the shares of Common Stock held by the Participant which have not vested under the terms of the
Stock Appreciation Right. 
  
 (v)    Transferability. Rights to acquire cash or shares of Common Stock under a Stock Appreciation Rights shall be nontransferable except by will or by the laws of descent and distribution and during the lifetime
of the Participant shall be exercisable by only the Participant to whom the Stock Appreciation Rights are granted. 
  
 C.    Deferred Shares. The Committee may authorize grants of Deferred Shares to Participants upon such terms and conditions as
the Committee may determine in accordance with the following provisions: 
  
 (i)    Each grant shall constitute the agreement by the Corporation to issue or transfer shares of Common Stock to the Participant in the future in consideration of the performance of services,
subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify. 
  
 (ii)    Each grant may be made without additional consideration from the Participant or in consideration of a payment
by the Participant that is less than the Fair Market Value on the date of grant. 
  
 (iii)    Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period,
which shall be fixed by the Committee on the date of grant, and any grant or sale may provide for the earlier termination of such period in the event of a change in control of the Corporation or other similar transaction or event. 
  
 (iv)    During the Deferral Period, the
Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such shares, but the Committee may on or after the date of grant,
authorize the payment of dividend or other distribution equivalents on such shares in cash or additional shares on a current, deferred or contingent basis. 
  
 (v)    Any grant of the vesting thereof may be further conditioned upon the attainment of Performance Objectives
established by the Committee in accordance with the applicable provisions of Section 8 of the Plan regarding Performance Shares and Performance Units. 
  
 (vi)    Each grant shall be evidenced by an agreement delivered to and accepted by the Participant and containing such
terms and provisions as the Committee may determine consistent with the Plan. 
  
  

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 8.    PERFORMANCE SHARES AND
PERFORMANCE UNITS. 
  
 The
Committee may also authorize grants of Performance Shares and Performance Units, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in
accordance with the following provisions: 
  
 A.    Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors. 
  
 B.    The Performance Period with respect to each
Performance Share or Performance Unit shall commence on the date established by the Committee and may be subject to earlier termination in the event of a change in control of the Corporation or similar transaction or event. 
  
 C.    Each grant shall specify the Performance
Objectives that are to be achieved by the Participant. 
  
 D.    Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the amount
of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives. 
  
 E.    Each grant shall specify the time and manner of payment of Performance Shares or
Performance Units that shall have been earned, and any grant may specify that any such amount may be paid by the Corporation in cash, shares of Common Stock or any combination thereof and may either grant to the Participant or reserve to the
Committee the right to elect among those alternatives. 
  
 F.    Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee on the date of grant. Any grant of Performance Units may specify
that the amount payable, or the number of shares of Common Stock issued, with respect thereto may not exceed maximums specified by the Committee on the date of grant. 
  
 G.    Any grant of Performance Shares may provide for the payment to the Participant of dividend
or other distribution equivalents thereon in cash or additional shares of Common Stock on a current, deferred or contingent basis. 
  
 H.    If provided in the terms of the grant and subject to the requirements of Section 162(m) of the Code (in the case of
Awards intended to qualify for exception therefrom), the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after

  

 15 








 
the date of grant that are unrelated to the performance of the Participant and result in distortion of the Performance Objectives or the related minimum
acceptable level of achievement. 
  
 I.    Each grant shall be evidenced by an agreement that shall be delivered to and accepted by the Participant, which shall state that the Performance Shares or Performance Units are subject to all of the terms
and conditions of the Plan and such other terms and provisions as the Committee may determine consistent with the Plan. 
  
 9.    CHANGES IN CAPITAL STRUCTURE 
  
 A.    No Limitations of Rights. The existence of
outstanding Options or Stock Awards shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Corporation’s
capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 
  
 B.    Changes in Capitalization. If the
Corporation shall effect (i) any stock dividend, stock split, subdivision or consolidation of shares, recapitalization or other capital readjustment, (ii) any merger consolidation, separation of the Corporation (including a spin-off or split-up),
reorganization, partial or complete liquidation or other distribution of assets (other than ordinary dividends or distributions) without receiving consideration therefore in money, services or property, or (iii) any other corporate transaction
having a similar effect, then (iv) the number, class, and per share price or base amount of shares of Common Stock subject to outstanding Options and Stock Awards shall be equitably adjusted by the Committee as it in good faith determines is
required in order to prevent enlargement, dilution, or diminishment of rights, (v) the number and class of shares of Common Stock then reserved for issuance under the Plan and the maximum number of shares for which Awards may be granted to a
Participant during a specified time period shall be adjusted as the Committee deems appropriate to reflect such transaction, and (vi) the Committee shall make such modifications to the Performance Objectives for each outstanding Award as the
Committee determines are appropriate in accordance with Section 2, “Performance Objectives.” The conversion of convertible securities of the Corporation shall not be treated as effected “without receiving consideration.” The
Committee shall make such adjustments, and its determinations shall be final, binding and conclusive. 
  
 C.    Merger, Consolidation or Asset Sale. If the Corporation is merged or consolidated with another entity or sells or
otherwise disposes of substantially all of its assets to another entity while Options or Stock Awards remain outstanding under the Plan, unless provisions are made in connection with such transaction for the continuance of the Plan and/or the
assumption or substitution of such Options or Stock Awards with new options or stock awards covering the stock of the successor entity, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices,
then all outstanding Options and Stock Awards which have not been continued, assumed or for which a substituted award has not been granted shall, 

  

 16 








 
become exercisable immediately prior to and terminate immediately as of the effective date of any such merger, consolidation or sale. 
  
 D.    Limitation on Adjustment. Except as
previously expressly provided, neither the issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, nor the increase or decrease of the number of authorized shares of stock, nor the
addition or deletion of classes of stock, shall affect, and no adjustment by reason thereof shall be made with respect to, the number, class or price of shares of Common Stock then subject to outstanding Options or Stock Awards. 
  
 10.    WITHHOLDING OF
TAXES 
  
 The Corporation or an Affiliate shall
have the right, before any certificate for any Common Stock is delivered, to deduct or withhold from any payment owed to a Participant any amount that is necessary in order to satisfy any withholding requirement that the Corporation or Affiliate in
good faith believes is imposed upon it in connection with Federal, state, or local taxes, including transfer taxes, as a result of the issuance of, or lapse of restrictions on, such Common Stock, or otherwise require such Participant to make
provision for payment of any such withholding amount. Subject to such conditions as may be established by the Committee, the Committee may permit a Participant to (i) have Common Stock otherwise issuable under an Option or Stock Award withheld to
the extent necessary to comply with minimum statutory withholding rate requirements for supplemental income, (ii) tender back to the Corporation shares of Common Stock received pursuant to an Option or Stock Award to the extent necessary to comply
with minimum statutory withholding rate requirements for supplemental income, (iii) deliver to the Corporation previously acquired Common Stock, (iv) have funds withheld from payments of wages, salary or other cash compensation due the Participant,
or (v) pay the Corporation or its Affiliate in cash, in order to satisfy part or all of the obligations for any taxes required to be withheld or otherwise deducted and paid by the Corporation or its Affiliate with respect to the Option or Stock
Award. 
  
 11.    COMPLIANCE
WITH LAW AND APPROVAL OF REGULATORY BODIES 
  
 A.    General Requirements. No Option or Stock Award shall be exercisable, no Common Stock shall be issued, no certificates for
shares of Common Stock shall be delivered, and no payment shall be made under the Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing
agreement to which the Corporation is a party, and the rules of all domestic stock exchanges or quotation systems on which the Corporation’s shares may be listed. The Corporation shall have the right to rely on an opinion of its counsel as to
such compliance. Any share certificate issued to evidence Common Stock when a Stock Award is granted or for which an Option or Stock Award is exercised may bear such legends and statements as the Committee may deem advisable to assure compliance
with federal and state laws and regulations. No Option 

  

 17 








 
or Stock Award shall be exercisable, no Stock Award shall be granted, no Common Stock shall be issued, no certificate for shares shall be delivered, and no
payment shall be made under the Plan until the Corporation has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters. 
  
 B.    Participant Representations. The Committee
may require that a Participant, as a condition to receipt or exercise of a particular award, execute and deliver to the Corporation a written statement, in form satisfactory to the Committee, in which the Participant represents and warrants that the
shares are being acquired for such person’s own account, for investment only and not with a view to the resale or distribution thereof. The Participant shall, at the request of the Committee, be required to represent and warrant in writing that
any subsequent resale or distribution of shares of Common Stock by the Participant shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, which registration statement has become
effective and is current with regard to the shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act of 1933, but in claiming such exemption the Participant shall, prior to any offer of sale or sale of
such shares, obtain a prior favorable written opinion of counsel, in form and substance satisfactory to counsel for the Corporation, as to the application of such exemption thereto. 
  
 12.    GENERAL PROVISIONS 
  
 A.    Effect on Employment and Service. Neither
the adoption of the Plan, its operation, nor any documents describing or referring to the Plan (or any part thereof) shall (i) confer upon any individual any right to continue in the employ or service of the Corporation or an Affiliate, (ii) in any
way affect any right and power of the Corporation or an Affiliate to change an individual’s duties or terminate the employment or service of any individual at any time with or without assigning a reason therefor, or (iii) except to the extent
the Committee grants an Option or Stock Award to such individual, confer on any individual the right to participate in the benefits of the Plan. 
  
 B.    Use of Proceeds. The proceeds received by the Corporation from the sale of Common Stock pursuant to the Plan shall be
used for general corporate purposes. 
  
 C.    Unfunded Plan. The Plan, insofar as it provides for grants, shall be unfunded, and the Corporation shall not be required to segregate any assets that may at any time be represented by grants under the Plan.
Any liability of the Corporation to any person with respect to any grant under the Plan shall be based solely upon any contractual obligations that may be created pursuant to the Plan. No such obligation of the Corporation shall be deemed to be
secured by any pledge of, or other encumbrance on, any property of the Corporation. 
  
 D.    Further Restrictions on Transfer. Any Award made under the Plan may expressly provide that all or any part of the shares of Common Stock that are: (i) to be issued or transferred by
the Corporation upon the exercise of an Option or Stock Appreciation Right, upon termination of the Deferral Period applicable to Deferred Shares or upon payment under any grant of Performance Shares or Performance Units, or (ii) no longer subject
to a substantial risk of 
  

 18 








 forfeiture and restrictions on transfer referred to in Section 7.A of the Plan, shall be subject to further restrictions
on transfer. 
  
 E.    Fractional
Shares. The Corporation shall not be required to issue fractional shares pursuant to the Plan. The Committee may provide for elimination of fractional shares or the settlement of such fraction shares in cash. 
  
 F.    Rules of Construction. Headings are given to
the Sections of the Plan solely as a convenience to facilitate reference, and shall not be used in interpreting, construing or enforcing any provision hereof. The reference to any statute, regulation, or other provision of law shall be construed to
refer to any amendment to or successor of such provision of law. To the extent that any provision of the Plan would prevent any Option that was intended to qualify under particular provisions of the Code from so qualifying, such provision of the
Plan shall be null and void with respect to such Option, provided that such provision shall remain in effect with respect to other Options, and there shall be no further effect on any provision of the Plan. 
  
 G.    Foreign Employees. In order to facilitate
the making of any grant or combination of grants under the Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by the Corporation or any affiliate outside of the United
States, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, the Plan
as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan, as then in effect, unless the Plan could have been amended to eliminate such inconsistency without further approval by the Stockholders of
the Corporation. 
  
 H.    Choice of
Law. The Plan and all Stock Option Agreements and Stock Award Agreements entered into under the Plan (except to the extent that any such Stock Option Agreement or Stock Award Agreement otherwise provides) shall be governed by and interpreted
under the laws of the jurisdiction of incorporation of the Corporation excluding (to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the laws of the jurisdiction of
incorporation of the Corporation. 
  
 13.    AMENDMENT AND TERMINATION 
  
 The Board may amend or terminate the Plan from time to time; provided, however, that with respect to any amendment that (i) increases the aggregate number
of shares of Common Stock that may be issued under the Plan, (ii) changes the class of employees eligible to receive Incentive Stock Options or (iii) stockholder approval is required by the terms of any applicable law, regulation, or rule,
including, without limitation, any rule of New York Stock Exchange, or any national securities exchange on which the Common Stock is publicly traded, each such amendment shall be subject to the approval of the stockholders of the Corporation within
twelve (12) months of the date such amendment is adopted by the Board. Except as specifically permitted by a provision of the Plan (other than Section 3.B.), the Stock Option Agreement or 
  

 19 








 Stock Award Agreement or as required to comply with applicable law, regulation or rule, no amendment to the Plan or a
Stock Option Agreement or Stock Award Agreement shall, without a Participant’s consent, adversely affect any rights of such Participant under any Option or Stock Award outstanding at the time such amendment is made; provided, however, that an
amendment that may cause an Incentive Stock Option to become a Nonqualified Stock Option, and any amendment that is required to comply with the rules applicable to Incentive Stock Options, shall not be treated as adversely affecting the rights of
the Participant. 
  
 14.    EFFECTIVE DATE AND DURATION OF PLAN 
  
 A.    The Plan became effective upon adoption by the Board, subject to approval within twelve
(12) months by the stockholders holding of a majority of the shares of entitled to vote thereon. Unless and until the plan has been approved the stockholders of the Corporation, no Option or Stock Award may be exercised, and no shares of Common
Stock may be issued under the Plan. In the event that the stockholders of the Corporation shall not approve the Plan within such twelve (12) month period, the Plan and any previously granted Option or Stock Award shall terminate. 
  
 B. Unless previously terminated, the Plan will terminate ten (10)
years after the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders, except that Options and Stock Awards that are granted under the Plan prior to its termination will continue to be
administered under the terms of the Plan until the Options and Stock Awards terminate or are exercised. 
  

 20 








 Certificate of Secretary 
  
 I, the undersigned secretary of Highland Hospitality Corporation (the “Corporation”), do hereby certify that the
attached copy of the Highland Hospitality Corporation 2003 Omnibus Stock Incentive Plan was adopted by the Board of Directors of the Corporation on
                    , 2003 and approved by the stockholders of the Corporation on
                    , 2003. 
  
  
  

	
	    	

	 Secretary
	    	Date                


  

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