EX-10.5






EXHIBIT 10.5




MOODY NATIONAL REIT I, INC.

INDEPENDENT DIRECTORS COMPENSATION PLAN




ARTICLE 1

PURPOSE




     1.1. PURPOSE. The purpose of the Moody National REIT I, Inc. Independent Directors
Compensation Plan (the “Plan”) is to attract, retain and compensate highly-qualified individuals
who are not employees of Moody National REIT I, Inc. (the “Company”) or any of its Affiliates (as
defined below) for service as members of the Board (as defined below) by providing them with
competitive compensation and an ownership interest in the Stock of the Company. The Company intends
that the Plan will benefit the Company and its stockholders by allowing Independent Directors (as
defined below) to have a personal financial stake in the Company through an ownership interest in
the Stock (as defined below) and will closely associate the interests of Independent Directors with
that of the Company’s stockholders. The Plan is a sub-plan of the Moody National REIT I, Inc.
Long-Term Incentive Plan (the “Incentive Plan”).



     1.2. ELIGIBILITY. Independent Directors of the Company who are Eligible Participants, as
defined below, shall automatically be participants in the Plan.



ARTICLE 2

DEFINITIONS




     2.1. DEFINITIONS. Unless the context clearly indicates otherwise, the following terms shall
have the following meanings:



     “Affiliate” has the meaning given such term in the Incentive Plan.



     “Award Certificate” has the meaning given such term in the Incentive Plan.



     “Base Annual Cash Retainer” means the retainer (excluding meeting fees and expenses) payable
by the Company to an Independent Director pursuant to Section 5.1 hereof for service as a director
of the Company, as such amount may be changed from time to time.



     “Board” means the Board of Directors of the Company.



     “Charter” means the articles of incorporation of the Company, as such articles of
incorporation may be amended from time to time.



     “Company” means Moody National REIT I, Inc., a Maryland corporation.



     “Effective Date” means the date the Plan is approved by the Board.



     “Eligible Participant” means any person who is an Independent Director on the Effective Date
or becomes an Independent Director while this Plan is in effect; except that during any period a
director is prohibited from participating in the Plan by his or her employer or otherwise waives
participation in the Plan, such director shall not be an Eligible Participant.



     “Fair Market Value” has the meaning given such term in the Incentive Plan.



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     “Independent Directors” means a director of the Company who is not a common law employee of
the Company or an Affiliate and who meets the additional requirements set forth for an “independent
director” in the Charter.



     “Option” has the meaning given to such term in the Incentive Plan.



     “Plan” means this Moody National REIT I, Inc. Independent Directors Compensation Plan, as
amended from time to time.



     “Plan Year” means the approximate 12-month period beginning with the annual stockholders
meeting and ending at the next annual stockholders meeting; provided that the first Plan Year shall
begin on the Effective Date and extend until the first annual stockholders meeting.



     “Shares” has the meaning given such term in the Incentive Plan.



     “Stock” has the meaning given such term in the Incentive Plan.



     “Supplemental Annual Cash Retainer” means the annual cash retainer (excluding meeting fees and
expenses) payable by the Company to an Independent Director pursuant to Section 5.2 hereof for
service as chairman of a committee of the Board, as such amount may be changed from time to time.



ARTICLE 3

ADMINISTRATION




     3.1. ADMINISTRATION. The Plan shall be administered by the Board. Subject to the provisions
of the Plan, the Board shall be authorized to interpret the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. The Board’s interpretation of the Plan, and all
actions taken and determinations made by the Board pursuant to the powers vested in it hereunder,
shall be conclusive and binding upon all parties concerned including the Company, its stockholders
and persons granted awards under the Plan. The Board may appoint a plan administrator to carry out
the ministerial functions of the Plan, but the administrator shall have no other authority or
powers of the Board.



     3.2. RELIANCE. In administering the Plan, the Board may rely upon any information furnished
by the Company, its public accountants and other experts. No individual will have personal
liability by reason of anything done or omitted to be done by the Company or the Board in
connection with the Plan. This limitation of liability shall not be exclusive of any other
limitation of liability to which any such person may be entitled under the Company’s certificate of
incorporation or otherwise.



     3.3. INDEMNIFICATION. Each person who is or has been a member of the Board or who otherwise
participates in the administration or operation of this Plan shall be indemnified by the Company
against, and held harmless from, any loss, cost, liability or expense that may be imposed upon or
incurred by him or her in connection with or resulting from any claim, action, suit or proceeding
in which such person may be involved by reason of any action taken or failure to act under the Plan
and shall be fully reimbursed by the Company for any and all amounts paid by such person in
satisfaction of judgment against him or her in any such action, suit or



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proceeding, provided he or she will give the Company an opportunity, by written notice to the
Board, to defend the same at the Company’s own expense before he or she undertakes to defend it on
his or her own behalf. This right of indemnification shall not be exclusive of any other rights of
indemnification to which any such person may be entitled under the Company’s Charter, Bylaws,
contract or Maryland law.




ARTICLE 4

SHARES




     4.1. SOURCE OF SHARES FOR THE PLAN. The Options or other equity awards that may be issued
pursuant to the Plan shall be issued under the Incentive Plan, subject to all of the terms and
conditions of the Incentive Plan. The terms contained in the Incentive Plan are incorporated into
and made a part of this Plan with respect to Options or other equity awards granted pursuant hereto
and any such awards shall be governed by and construed in accordance with the Incentive Plan. In
the event of any actual or alleged conflict between the provisions of the Incentive Plan and the
provisions of this Plan, the provisions of the Incentive Plan shall be controlling and
determinative. This Plan does not constitute a separate source of Shares for the grant of the
equity awards described herein.



ARTICLE 5

BASE ANNUAL CASH RETAINER, SUPPLEMENTAL ANNUAL CASH RETAINER,

MEETING FEES AND EXPENSES




     5.1. BASE ANNUAL CASH RETAINER. Each Eligible Participant shall be paid a Base Annual Cash
Retainer for service as a director during each Plan Year. The amount of the Base Annual Cash
Retainer shall be established from time to time by the Board. Until changed by the Board, the Base
Annual Cash Retainer for a full Plan Year shall be $50,000. The Base Annual Cash Retainer shall be
payable in approximately equal quarterly installments in advance, beginning on the date of the
annual stockholders meeting; provided, however, that for the first Plan Year, the first installment
shall begin on the Effective Date and be prorated based on the number of full months in such
quarter after the Effective Date.



     Each person who first becomes an Eligible Participant on a date other than the Effective Date
or an annual meeting date shall be paid a retainer equal to the quarterly installment of the Base
Annual Cash Retainer for the first quarter of eligibility, based on the number of full months he or
she serves as an Independent Director during such quarter. Payment of such prorated Base Annual
Cash Retainer shall begin on the date that the person first becomes an Eligible Participant.



     In no event shall any installment of the Base Annual Cash Retainer be paid later than March 15
of the year following the year to which such installment relates.



     5.2. SUPPLEMENTAL ANNUAL CASH RETAINER. Certain Eligible Participants shall be paid a
Supplemental Annual Cash Retainer for service as chairman of a committee of the Board during a Plan
Year, payable quarterly at the same times as installments of the Base Annual Cash Retainer are
paid. In no event shall any installment of the Supplemental Annual Cash Retainer be paid later than
March 15 of the year following the year to which such retainer relates. The amount of the
Supplemental Annual Cash Retainer shall be established from time to time by the Board. Until
changed by the Board, the Supplemental Annual Cash Retainer for a full Plan Year shall be as
follows:




			
	Chairman of Audit Committee
	 	$10,000






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A prorata Supplemental Annual Cash Retainer will be paid to any Eligible Participant who becomes
the chairman of a committee of the Board on a date other than the beginning of a Plan Year, based
on the number of full months he or she serves as a chairman of the applicable committee of the
Board.




     5.3. MEETING FEES. Each Independent Director shall be paid a meeting fee for each meeting of
the Board he or she attends. The amount of the meeting fees shall be established from time to time
by the Board. Until changed by the Board, the meeting fee for attending a meeting of the Board, or
a committee thereof shall be as follows:



	 	 	 	 	 
	Meeting Type	 	Fee ($)	 
	Board meeting, in-person
	 	 	2,000	 
	Committee meeting, in-person
	 	 	1,500	 
	Board or committee meeting, telephonic
	 	 	1,000	 






     No fee shall be paid for in-person committee meetings held on the same day as an in-person
meeting of the Board. In no event shall any fee be paid later than March 15 of the year following
the year to which such fee relates.



     5.4. TRAVEL EXPENSE REIMBURSEMENT. All Independent Directors shall be reimbursed for
reasonable travel expenses (including spouse’s expenses to attend events to which spouses are
invited) in connection with attendance at meetings of the Board and its committees, or other
Company functions at which the Chairman of the Board or the Chief Executive Officer of the Company
requests the Independent Directors to participate. Notwithstanding the foregoing, the Company’s
reimbursement obligations pursuant to this Section 5.4 shall be limited to expenses incurred while
the Independent Director serves on the Board in the capacity as an Independent Director. Such
payments will be made within 30 days after delivery of the Independent Director’s written requests
for payment, accompanied by such evidence of expenses incurred as the Company may reasonably
require, but in no event later than the December 31 following the year in which the expense was
incurred. The amount reimbursable in any one tax year shall not affect the amount reimbursable in
any other tax year. Independent Directors’ right to reimbursement pursuant to this Section 5.4
shall not be subject to liquidation or exchange for another benefit.



ARTICLE 6

EQUITY COMPENSATION




     6.1. INITIAL OPTION GRANT. Subject to Share availability under the Incentive Plan, each
Independent Director shall receive, on the first date he or she is initially elected or appointed
to the Board, an Option to purchase 2,000 shares of Stock. Notwithstanding the foregoing, each
Independent Director elected or appointed to the Board prior to the date that the Company raises a
minimum of $2,000,000 of subscription proceeds in the Company’s initial public offering (the
“Minimum Offering Date”) and who remains an Independent Director as of the Minimum Offering Date
shall receive such initial Option grant on the Minimum Offering Date.



     6.2. SUBSEQUENT OPTION GRANT. Subject to Share availability under the Incentive Plan, on the
date of each of the first four annual stockholders meetings at which an Independent Director is
re-elected to the Board, such Independent Director shall receive an Option to purchase 2,000 shares
of Stock.



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     6.3. LIMITATION ON OPTION GRANTS. Notwithstanding anything herein to the contrary, no Option
shall be granted pursuant to Section 6.1 or Section 6.2 on a given date if, as a result of such
grant, the total number of Shares of Stock subject to Options outstanding as of such date would
exceed 10% of number of shares of Stock outstanding as of such date. In such event, the grant of
such Options shall be delayed until such time as the grant would not violate the provisions of this
Section 6.3 (the “Delayed Grant Date”). The grant of the delayed Options shall be subject to the
approval of the Board and shall be limited to Independent Directors who (a) otherwise would have
received a grant on the original date under Section 6.1 or 6.2, and (b) remain Independent
Directors as of the Delayed Grant Date. For all purposes, the grant date of the delayed Option
shall be the Delayed Grant Date and not the original date provided in Section 6.1 or Section 6.2.



     6.4. TERMS AND CONDITIONS OF OPTIONS. Options granted under this Article 6 shall be evidenced
by a written Award Certificate, and shall be subject to the terms and conditions described below
and of the Incentive Plan.



     (i) Exercise Price. The exercise price per Share under an Option shall be determined
by the Board, provided that the exercise price for any Option shall not be less than the Fair
Market Value of the Stock on the date of grant.



     (ii) Option Term. Subject to earlier termination as provided by the Board or in the
Award Certificate, the Option shall expire on the tenth anniversary of the date of grant.



     (iii) Vesting. Unless otherwise provided in the Award Certificate, each Option
granted pursuant to this Article 6 shall be fully vested and exercisable on the date of grant.



     (iv) Restrictions on Transfer. The limitations on transfer provision of the Incentive
Plan shall apply with respect to equity awards outstanding or to be granted pursuant to this Plan.



ARTICLE 7

AMENDMENT, MODIFICATION AND TERMINATION




     7.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any time and from time to
time, amend, modify or terminate the Plan without stockholder approval; provided, however, that if
an amendment to the Plan would, in the reasonable opinion of the Board, require stockholder
approval under applicable laws, policies or regulations or the applicable listing or other
requirements of a securities exchange on which the Stock is listed or traded, then such amendment
shall be subject to stockholder approval; and provided further, that the Board may condition any
other amendment or modification on the approval of stockholders of the Company for any reason.



ARTICLE 8

GENERAL PROVISIONS




     8.1. ADJUSTMENTS. The adjustment provisions of the Incentive Plan shall apply with respect to
equity awards outstanding or to be granted pursuant to this Plan.



     8.2. DURATION OF THE PLAN. The Plan shall remain in effect until the tenth anniversary of the
Effective Date, unless terminated earlier by the Board.



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     8.3. EXPENSES OF THE PLAN. The expenses of administering the Plan shall be borne by the
Company.



     8.4.
EFFECTIVE DATE. The Plan was originally adopted by the Board on
February 13, 2009, and will
become effective on the Effective Date.



(signature on following page)




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	 	MOODY NATIONAL REIT I, INC.

 	 
	                                                       
	 	By: 	/s/ Brett C. Moody	 
	 	 	Name:  	Brett C. Moody	 
	 	 	Title:  	Chief Executive Officer and President