EXHIBIT 10.3

APPLE REIT TEN, INC.

2010 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

EFFECTIVE JANUARY 21, 2011

---



APPLE REIT TEN, INC.

2010 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

EFFECTIVE JANUARY 21, 2011

1.
Purpose. The purpose of this Apple REIT Ten, Inc. 2010
Non-Employee Directors Stock Option Plan (the Plan) is to encourage ownership
in Apple REIT Ten, Inc. (the Company) by non-employee members of the Board, in
order to promote long-term stockholder value and to provide non-employee members
of the Board with an incentive to continue as directors of the Company.

2.
Definitions. As used in the Plan, the following terms
have the meanings indicated:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Act means the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b)
 Board means the board of directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c)
 Code means the Internal Revenue Code of 1986, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d)
 Company means Apple REIT Ten, Inc., a Virginia corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (e)
 Date of Grant means the date as of which an Eligible Director is
 automatically awarded an Option pursuant to Section 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (f)
 Disability or Disabled means that the participant (i) is unable to engage
 in any substantial gainful activity by reason of any medically determinable
 physical or mental impairment which can be expected to result in death or can
 be expected to last for a continuous period of not less than 12 months, or
 (ii) is, by reason of any medically determinable physical or mental impairment
 which can be expected to result in death or can be expected to last for a
 continuous period of not less than 12 months, receiving income replacement
 benefits for a period of not less than 3 months under an accident and health
 plan covering employees of the Employer.                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (g)
 Eligible Director means a director described in Section 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (h)
 Fair Market Value means, on any given date, (i) if the Units are traded on
 an exchange, the closing registered sales prices of the Company Stock on such
 day on the exchange on which it generally has the greatest trading volume,
 (ii) if the Units are traded on the over-the-counter market, the average
 between the closing bid and asked prices on such day as reported by NASDAQ,
 or (iii) if the Units are not traded on any exchange or over-the-counter
 market, the fair market value shall be determined by the Board using the
 reasonable application of a reasonable valuation method consistent with the
 requirements of Treasury Regulations section 1.409A-1(b)(5)(iv)(B).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (i)
 Initial Closing means the first closing of the Offering that will occur
 after the Minimum Offering is achieved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (j)
 Insider means a person subject to Section 16(b) of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (k)
 Minimum Offering means the sale of 9,523,810 Units pursuant to the
 Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (l)
 Offering means, collectively, (1) the sale of up to $2,000,000,000 in Units
 to the public and the registration of such shares with the Securities and
 Exchange Commission, as authorized by resolutions of the Board dated August
 11, 2010 (the Initial Offering), and (2) the issuance of any additional
 Units as authorized by resolutions of the Board from time to time, which
 issuance occurs before the termination of this Plan (the Additional
 Offerings).                                                                                                                                                                                                                      

---



| |                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (m)
 Option means a right to acquire Units granted under the Plan, at a price
 determined in accordance with the Plan.                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                          
| | (n)
 Treasury Regulations mean the final, temporary or proposed regulations
 issued by the Treasury Department and/or Internal Revenue Service as codified
 in Title 26 of the United States Code of Federal Regulations                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                          
| | (o)
 Unit means one common share and one Series A preferred share, no par value,
 of the Company. If the par value of the common shares or Series A preferred
 shares is changed, or in the event of a change in the capital structure of
 the Company (as provided in Section 12), the Units resulting from such a
 change shall be deemed to be Units within the meaning of the Plan.

3.
Administration. The Plan shall be administered by the
Board. Options shall be granted as described in Section 7. However, the Board
shall have all powers vested in it by the terms of the Plan, including, without
limitation, the authority (within the limitations described herein) to
prescribe the form of the agreement embodying the grant of Options, to construe
the Plan, to determine all questions arising under the Plan, and to adopt and
amend rules and regulations for the administration of the Plan as it may deem
desirable. Any decision of the Board in the administration of the Plan, as
described herein, shall be final and conclusive. The Board may act only by a
majority of its members in office, except that members thereof may authorize
any one or more of their number or any officer of the Company to execute and
deliver documents on behalf of the Board. No member of the Board shall be
liable for anything done or omitted to be done by him or any other member of the
Board in connection with the Plan, except for his own willful misconduct or as
expressly provided by statue.

4.
Participation in the Plan. Each director of the
Company who is not otherwise an employee of the Company or any subsidiary of
the Company and was not an employee of the Company or subsidiary for a period
of at least one year before the Date of Grant shall be eligible to participate
in the Plan.

5.
Securities Subject to the Plan. Subject to Section 12
of the Plan, there shall be reserved for issuance under the Plan an aggregate
of 45,000 Units plus 1.8% of the total number of Units issued in the Offering
in excess of the Minimum Offering, which shall be authorized, but unissued
Units. Units allocable to Options or portions thereof granted under the Plan
that expire, are forfeited or otherwise terminate unexercised may again be
subjected to an Option under the Plan. The cash proceeds from Option exercises
shall not be used to repurchase common shares and Series A preferred share of
the Company on the open market or otherwise for reuse under the Plan.

6.
Non-Statutory Stock Options. All Options granted under
the Plan shall be non-statutory in nature and shall not be entitled to special
tax treatment under Code section 422.

7.
Award, Terms, Conditions and Form of Options. Each
Option shall be evidenced by a written agreement in such form as the Board
shall from time to time approve, which agreement shall comply with and be
subject to the following terms and conditions:

| |                                 |                                                                                                                                                                                                                                               
| | ------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Automatic Award of Option.
| |                                 |                                                                                                                                                                                                                                               
| |                                 | (i)
 As of the Initial Closing, each Eligible Director shall automatically receive
 an Option to purchase 5,500 Units plus 0.0125% of the number of Units in
 excess of the Minimum Offering sold by the Initial Closing.                     
| |                                 |                                                                                                                                                                                                                                               
| |                                 | (ii)
 As of each June 1 during the years 2011 and ending upon the termination of
 the Plan, each Eligible Director shall automatically receive an Option to
 purchase 0.02% of the total number of Units issued and outstanding on that
 date.
| |                                 |                                                                                                                                                                                                                                               
| |                                 | (iii)
 As of the election as a director of any new person who qualifies as an
 Eligible Director,                                                                                                                                             

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                    
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | such
 Eligible Director shall automatically receive an Option to purchase 5,500
 Units.                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (iv)
 If at any time under the Plan there are not sufficient Units available to
 fully permit the automatic Option grants described in this paragraph, the
 Option grants shall be reduced pro rata (to zero if necessary) so as not to
 exceed the number of Units available.                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                    
| | (b)
 Option Exercise Price. Subject to Section 12 below, the Option
 exercise price shall never become less than 100% of the Fair Market Value of
 the Units subject to the Option on the Date of Grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                    
| | (c)
 Options Not Transferable. An Option shall not be transferable by the
 optionee otherwise than by will, or by the laws of descent and distribution,
 and shall be exercised during the lifetime of the optionee only by him. An
 Option transferred by will or by the laws of descent and distribution may be
 exercised by the optionees personal representative within one year of the
 date of the optionees death to the extent the optionee could have exercised
 the Option on the date of his death. No Option or interest therein may be
 transferred, assigned, pledged or hypothecated by the optionee during his
 lifetime, whether by operation of law or otherwise, or be made subject to
 execution, attachment or similar process.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                    
| | (d)
 Exercise of Options. In no event shall an Option be exercisable
 earlier than six months from the later of the Date of Grant or the date of
 approval of the Plan by shareholders of the Company. Furthermore, no Option
 may be exercised:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (i)
 Before any amendment or restatement that requires shareholder approval
 pursuant to Section 13 of the Plan, is approved by shareholders of the
 Company;                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ii)
 Unless at such time the optionee is a director of the Company, except that he
 may exercise the Option within three years of the date he ceases to be a
 director of the Company if he ceased to be a director more than six months
 after the Date of Grant of the Option;                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (iii)
 After the expiration of ten years from the Date of Grant; and                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (iv)
 Except by written notice to the Company at its principal office, stating the
 number of Units the optionee has elected to purchase, accompanied by payment
 in cash and/or by delivery to the Company of the Units (valued at Fair Market
 Value on the date of exercise) in the amount of the full Option exercise
 price for the shares of Units being acquired thereunder.

8.
Modification and Extension of Options Prohibited.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Notwithstanding any provision of this Plan or any Option agreement to the
 contrary, (i) no Modification shall be made in respect to any Option if such
 Modification would result in the Option constituting a deferral of
 compensation, and (ii) no Extension shall be made in respect to any Option,
 if such Extension would result in the Option having an additional deferral
 feature from the Date of Grant, in each case within the meaning of applicable
 Treasury Regulations under Code section 409A.                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b)
 Subject to subsection (d) below, a Modification for purposes of subsection (a)
 means any change in the terms of the Option (or change in the terms of the
 Plan or applicable Option agreement) that may provide the holder of the
 Option with a direct or indirect reduction in the exercise price of the
 Option, regardless of whether the holder in fact benefits from the change in
 terms.                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c)
 Subject to subsection (d) below, an Extension for purposes of subsection
 (a) means either (i) the provision to the holder of an additional period of
 time within which to exercise the Option beyond the time originally
 prescribed, or (ii) the conversion or exchange of the Option for a legally
 binding right to compensation in a future taxable year, or (iii) the addition
 of any feature for the deferral of compensation to the terms of the Option,
 or (iv) any renewal of the Option that has the effect of (i) through (iii)
 above.

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)
 Notwithstanding subsections (b) and (c) above, it shall not be a Modification
 or an Extension, respectively, to change the terms of an Option in accordance
 with Section 13 of the Plan, or in any of the other ways or for any of the
 other purposes provided in applicable Treasury Regulations or other guidance
 under Code section 409A as not resulting in a Modification or Extension for
 purposes of that section. In particular, it shall not be an Extension to
 extend the exercise period of an Option to a date no later than the earlier
 of (i) the latest date upon which the Option could have expired by its
 original terms under any circumstances or (ii) the 10th
 anniversary of the original Date of Grant.

9.
Effective Date of the Plan. This Plan was originally
effective on January 21, 2011 having been approved by the shareholders of the
Company on such date. Until the requirements of any applicable state or federal
securities laws have been met, no Option shall be exercisable that is not
contingent on the satisfaction of these requirements. If at any time subsequent
to the initial satisfaction of these requirements, the requirements of any
applicable federal or state securities laws fail to be met, no Option granted
shall be exercisable until the Board has determined that these requirements
have again been met.

10.
Termination. The Plan shall terminate upon the earlier
of:

| |                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 The adoption of a resolution of the Board terminating the Plan; or                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                    
| | (b)
 The date on which the Companys existence terminates (provided, however, that
 if the existence of the Company is reinstated as permitted by law, the Plan
 shall continue during the effective period of any reinstatement, subject to
 earlier termination pursuant to Section 10(a) above).

No termination
of the Plan shall without his consent materially and adversely affect any of
the rights or obligations of any person under any Option previously granted
under the Plan.

11.
Limitation of Rights.

| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 No Right to Continue as a Director. Neither the Plan nor any action
 taken pursuant to the Plan shall constitute or be evidence of any agreement
 or understanding, express or implied, that the Company will retain any person
 as a director for any period of time.                                                                            
| |                                                                                                                                                                                                                                                                                                                                                        
| | (b)
 No Shareholders Rights Under Options. An optionee shall have no rights
 as a shareholder with respect to Units covered by his Option until the date
 of exercise of the Option, and, except as provided in Section 12, no
 adjustment will be made for dividends or other rights for which the record
 date is prior to the date of such exercise.

12.
Changes in Capital Structure.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 In the event of a stock dividend, stock split or combination of stock,
 recapitalization or merger in which the Company is the surviving corporation
 or other change in the Companys capital stock (including, but not limited
 to, the creation or issuance to shareholders generally of rights, options or
 warrants for the purchase of common shares or preferred shares of the
 Company), the number and kind of units or other securities to be subject to
 the Plan and to Options then outstanding or to be granted thereunder, the
 maximum number of units or securities which may be delivered under the Plan,
 the exercise price and other relevant provisions shall be proportionately
 adjusted by the Board, whose determination shall be binding on all persons.
 If the adjustment would produce fractional Units or other securities with
 respect to any unexercised Option, the Board shall round down the number of
 Units or other securities covered by the Option to the nearest whole Unit and
 round up the exercise price of the Option to the nearest cent so as to
 eliminate the fractional Unit and/or fractional cents.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b)
 If the Company is a party to a consolidation or a merger in which the Company
 is not the surviving corporation, a transaction that results in the
 acquisition of substantially all of the Companys outstanding stock by a
 single person or entity, or a sale or transfer of substantially all of the
 Companys assets, the Board may take such actions with respect to outstanding
 Options as the Board deems                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---



| |                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | appropriate,
 consistent with applicable provisions of the Code and any applicable federal
 or state securities laws.                                                                                                                    
| |                                                                                                                                                                                                                                          
| | (c)
 Notwithstanding anything in the Plan to the contrary, the Board may take the
 foregoing actions without the consent of any optionee and the Boards
 determination shall be conclusive and binding on all persons for all
 purposes.

13.
Continuing Securities Law Compliance. If at any time
on or after the effective date of the Plan as described above, the requirements
of any applicable federal or state securities laws should fail to be met, no
Options shall be exercisable until the Board has determined that these
requirements have again been met. The Board may suspend the right to exercise
an Option at any time when it determines that allowing the exercise and
issuance of Units would violate any federal or state securities or other laws,
and may provide that any time periods to exercise the Option are extended
during a period of suspension.

14.
Amendment of the Plan. The Board may terminate the
Plan at any time and may amend the Plan at any time in any respect as it shall
deem advisable; provided that no change shall be made that increases the total
number of Units reserved for issuance under the Plan (except pursuant to
Section 12), materially modifies the requirements as to eligibility for
participation in the Plan, unless the change is authorized by the shareholders
of the Company owning a majority of the outstanding Units of the Company.
Notwithstanding the foregoing, the Board may unilaterally amend the Plan and
outstanding Options with respect to participants as it deems appropriate to
ensure compliance with Rule 16b-3 and other applicable federal or state
securities laws and to meet the requirements of the Code and applicable
regulations or other generally applicable guidance thereunder. Except as
provided in the preceding sentence, a termination or amendment of the Plan
shall not, without the consent of the Participant, adversely affect a
participants rights under an Award previously granted to him or her.

15.
Notice. All notices and other communications required
or permitted to be given under this Plan shall be in writing and shall be
deemed to have been duly given if delivered personally or mailed first class,
postage prepaid, as follows: (a) if the Company  at its principal business
address to the attention of the President; (b) if to any participant  at the
last address of the participant know to the sender at the time the notice or other
communication is sent.

16.
Governing Law. The terms of this Plan are subject to
all present and future regulations and rulings of the Secretary of the Treasury
of the United States or his or her delegate. If any provision of the Plan
conflicts with any such regulation or ruling, then that provision of the Plan
shall be void and of no effect. Options granted under the Plan are not intended
to provide for any deferral of compensation that would be subject to Code
section 409A. The terms of the Plan shall be governed by the laws of the
Commonwealth of Virginia without regard to conflicts of law.

IN
WITNESS WHEREOF, the Company has caused this Plan to be executed this 21st
day of January, 2011.

| |                      |                       
| | -------------------- | ----------------------
| | APPLE REIT TEN, INC.
| |                      |                       
| | By:                  | /s/ Glade M. Knight   
| |                      |                       
| |                      |                       
| |                      | Glade M.
 Knight,     
| |                      | Chairman of
 the Board

---